DBN MEMBERSHIP AGREEMENT

BETWEEN:

DR BITA NETWORK INC., having its
principal place of business at 4999, rue
Sainte-Catherine Ouest, Suite
102, Montreal, QC, H3Z1T3 ("DBN")

AND:

THE INDIVIDUAL ACCEPTING THIS
AGREEMENT AS THE "DBN MEMBER"

(the "PARTIES", together)

RECITALS

WHEREAS DBN is a membership organization composed of DBN Members engaged in the provision of mental health services to patients;

WHEREAS DBN offers Benefits of Membership to DBN Members;

WHEREAS this Agreement provides, for Acceptance by individuals applying for membership in DBN, the Membership Conditions, the Benefits of Membership, and DBN’s other terms and conditions applicable to DBN Members in connection to the DBN membership;

IN CONSEQUENCE THEREOF, AND FOR VALUABLE CONSIDERATION, THIS AGREEMENT PROVIDES:

PART A: RULES OF INTERPRETATION

1. In this Agreement:

1. "Acceptance" means in accordance with Article 4 the confirmation sent electronically by DBN to a Qualifying Individual that his (her) Membership Application has been accepted by DBN and that he (she) has thereby become a DBN Member;
2. "Applying Individual" means an individual who has submitted a Membership Application to DBN in the form appearing as Appendix A, as amended from time to time;
3. "Agreement" means this DBN Membership Agreement;
4. "Benefits of Membership" means the provisions of Article 6;
5. "DBN Member" means an Applying Individual who has submitted a Membership Application which was duly accepted by DBN in accordance with the Acceptance provisions;
6. "Effective Date" shall mean the date that Acceptance is received by DBN;
7. "Effective Date of Termination" shall mean the date the last day of the Period of Membership, or such other effective date of termination in the event that this Agreement is terminated due to an Event of Default by the DBN Member;
8. "Event of Default" by a Party means a Material Act of Default by this Party as well as the breach by any Party of any provision of this Agreement to the extent that the said breach cannot be remedied or has not been remedied within thirty (30) days after receipt of Notice from the other Party;
9. "Introduced" means the posting by DBN on its website of a Provider’s name and relevant information with the indication that the Provider is a supplier offering wares or services to DBN Members;
10. "Material Act of Default" means any fraud, dishonesty, libel, or the receipt by DBN of confirmation that the DBN Member is no longer licensed as a mental health practitioner as he (she) was on the Effective Date of this Agreement as indicated in his (her) Membership Application, or that he (she) is the subject of disciplinary action by his (her) governing body;
11. "Membership Application" means the document found in Appendix A (as amended from time to time) and on DBN’s website which must be completed by an Applying Individual and transmitted electronically to DBN to request DBN’s Acceptance of the Applying Individual as a DBN Member;
12. "Membership Fees" means the membership fees referred to in Article 10 of the present Agreement, as amended from time to time;
13. "Notice" means the provisions of Article 18 and following;
14. "Period of Membership" means the period of 365 days starting from the Effective Date of this Agreement, which period shall be automatically renewable annually for the same period on or before the 365 th day of the previous period subject to payment of Membership Fees and other provisions of this Agreement;
15. "Processing and Payment Procedures" means the procedures set out in Appendix D;
16. "Provider" means any third-party Provider Introduced by DBN to a DBN Member and offering wares or services to DBN Members;
17. "Provider-Member Agreement" means any agreement for Wares or Services which Provider and DBN Member have entered into;
18. "Qualifying Individual" means an individual who is licensed in Canada as a psychologist, psychotherapist or psychiatrist, or is otherwise a qualified mental health practitioner as established by DBN at its own discretion;
19. "Termination" means the provisions of Article 15 and following;

2. Technology Document. The present constitutes a technology-document pursuant to the Act to Establish a Legal Framework for Information Technology (Quebec). Consequently, all communications shall be electronic and there shall be no written signatures to this Agreement. The formation of the present Agreement shall result from the Offer and Acceptance provisions found in Articles 3 and 4;

PART B: PROVISIONS OF AGREEMENT

OFFER AND ACCEPTANCE

3. Offer. For the purpose of this Agreement, an Applying Individual shall be deemed to have made an offer to DBN by the electronic transmittal by the Applying Individual to DBN of DBN’s Membership Application in which (a) the Submitting individual provides the information requested by DBN to allow DBN to establish if the Applying individual is a Qualifying Individual and (b) the Applying Individual confirms that he (she) has read the present Agreement and agrees with the Membership Fee and agrees to comply with all the provisions of this Agreement should his (her) Membership Application be accepted by DBN;

4. Acceptance. Acceptance of the Offer referred to in Article 3 shall result from DBN’s electronic confirmation to the Applying Individual that his (her) Membership Application has been accepted, in which event the Applying Individual shall become a DBN Member subject to payment of Membership Fees and other provisions of this Agreement;

5. Offer and Acceptance. Upon Acceptance by DBN of an Applying Individual’s Membership Application, the present Agreement shall be deemed to have been formed between the Applying Individual and DBN, effective on the date of transmission by DBN of Acceptance of the Applying Individual, and without the requirement of signatures;

BENEFITS OF MEMBERSHIP

6. Benefits. DBN Members are entitled to the Benefits of Membership stipulated in Appendix B;

PROVIDER-MEMBER AGREEMENTS

7. Supply agreements. Where a DBN Member wishes to enter into a Provider-Member Agreement with a Provider in respect of the provision of wares or services by the Provider to the DBN Member, the DBN Member shall to this end contract directly with the Provider without the intervention or participation of DBN;

8. Payments. Payment by a DBN Member of any amount payable under a Provider-Member Agreement shall be made through the Processing and Payment Procedures.

9. Limitations. For greater certainty:

1. DBN has not agreed to be, nor shall it be construed to be, a Party to any Provider-Member Agreement, any said agreement being strictly between Provider and DBN Member;
2. DBN makes no representation or warranty to any DBN Member on the quality or suitability to the DBN Member of any wares or services sold or supplied by a Provider, the establishment or verification of which being DBN Member’s sole responsibility;
3. DBN has not agreed to, nor shall it not be construed to, have provided any form of warranty, promise, guarantee, or indemnification in respect of any Provider or any of the terms or conditions of any Provider-Member Agreement;
4. In the event of any dispute between DBN Member and Provider in relation to a Provider-Member Agreement, DBN shall have no obligation to take any action to settle this dispute or to assume any responsibility or liability in respect of this dispute;
5. Any DBN Member entering into a Provider-Member Agreement shall have the sole responsibility to seek advice or counsel on the provisions of said agreement including their meaning, interpretation, effects, termination, rights, remedies, and compliance with applicable laws;

FINANCIAL

10. Membership Fees. Membership Fees applicable to any DBN Membership in respect of any Period of Membership (and any renewal thereof) shall be set annually on or before January 1;

11. Payment of Membership Fees. Membership Fees shall be paid by DBN Members through the Processing and Payment Procedures. The initial Membership Fee upon first becoming a DBN Member as a result of receiving DBN’s Acceptance of a Membership Application by an Applying Individual shall be payable by the DBN Member within 24 hours of receipt by the DBN Member of the said Acceptance, failing which said Acceptance shall become null and void. Renewal fees for a subsequent Period of Membership shall be payable on or before the end of any Period of Membership;

WARRANTIES

12. Warranties by DBN Member. DBN Member warrants to DBN that, as of the Effective Date of this Agreement:

1. Information. The information contained in his (her) Membership Application is entirely true and complete;
2. Contractual. He (she) is not the subject of any impediment, contractual or otherwise, that prevents it from entering into this Agreement and executing its obligations pursuant to it;
3. Litigation. It is not the object of any dispute or litigation, before any court, tribunal or otherwise, that would affect its ability to enter into this Agreement or to execute it in accordance with its terms;
4. Express condition. It accepts that the accurateness and completeness of each of the above warranties is a material condition for DBN to enter into this Agreement with it;

13. Warranties by DBN. DBN warrants to Member that, as of the Effective Date of this Agreement:

1. Corporate. It is duly incorporated under the Business Corporations Act (Quebec) and is in full compliance with all the federal and provincial compliance obligations applicable to it;
2. Authorization. It is duly authorized to enter into this Agreement,
3. Contractual. It is not the subject of any impediment, contractual or otherwise, that prevents it from entering into this Agreement and executing its obligations pursuant to it;
4. Litigation. It is not the object of any dispute or litigation, before any court, tribunal or otherwise, that would affect its ability to enter into this Agreement or to execute it in accordance with its terms;
5. Express condition. It accepts that the accurateness and completeness of each of the above warranties is a material condition for Provider to enter into this Agreement with it;

TERM

14. Term. Subject to either Party’s rights of Termination, this Agreement shall be of an indefinite term.

TERMINATION

15. Material Acts of Default. If a Party (the "First Party") considers that any action or omission of other Party (the "Second Party") constitutes an Event of Default, the first Party may provide Notice to the Second Party that it is terminating the present Agreement immediately or on such other date specified in the Notice;

16. General right to terminate. This Agreement will terminate automatically if DBN Member fails to pay or renew his (her) Membership Fee as provided herein;

17. Consequences. For greater certainty, Termination of this Agreement shall have no effect on Provider-Member agreements in force at the time of Termination.

NOTICE

18. Form. A Notice shall be constituted of any document emanating from any Party and addressed to the other Party electronically at its coordinates, said coordinates being, as to DBN the coordinates noted in the "contact" provisions on its website, and as to DBN Member the coordinates noted in the Membership Application;

19. Changes. It being the duty of each Party to advise the other in the event of any change in coordinates;

20. Presumption. Any Notice sent by a Party (the "Sending Party") to the other Party (the "Receiving Party") at its last coordinates on file shall be deemed to have been validly sent to the other Party and received by the other Party notwithstanding that these coordinates may have changed without the receiving Party having notified the sending Party of the change.

GENERAL PROVISIONS

21. Further acts. The Parties agree to do all such further acts and things and to execute all such documents as may be reasonably required to give effect to this Agreement;

22. Headings. The insertion of section headings is for convenience only and shall not affect the construction or interpretation of this Agreement.

23. Entire agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral between the Parties.

24. Waiver. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

25. Applicable laws. This Agreement shall be governed by and interpreted in accordance with the laws of the province of Quebec and by any applicable federal laws;

26. Arbitration. Any dispute resulting from this Agreement shall first be settled by mediation. Failing satisfactory mediation, the matter shall be settled by arbitration in accordance with the rule of general procedure of the province of Quebec or by any other rules mutually agreed by the Parties;

27. Binding. This Agreement and the rights and obligations of the Parties hereto and hereunder shall enure to the benefit of and be binding upon their respective successors and assigns.

28. Interpretation. Words importing the singular number shall include the plural (and vice versa) and words indicating any gender shall include all other genders.

29. Recitals. Any recitals to this Agreement shall be included and read as part of this Agreement.

30. Language. The Parties have requested that this Agreement be drafted in English. Les Parties ont demandé que la présente soit rédigée en anglais.

END

NO SIGNATURES AS PER ARTICLE 2

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APPENDIX A

Membership Application

The following information is required to process your application:

Profile Picture *

APPENDIX B

Benefits of Membership

1. DBN has negotiated a number of agreements with “Providers” that govern the provision of Wares or Services by these Providers to DBN Members at preferential rates;
2. DBN Members shall be entitled to a 5% discount off the regular price (before taxes) charged by DBN Providers to other customers for their wares or services. This reduction shall be immediate and shall apply on each payment made by a DBN Member to a DBN Provider;

3. DBN shall upon request make appropriate requests to Provider to enquire whether:

   1. The Provider is in full compliance with all terms and conditions of the Provider-Member Agreement;
   2. Provider’s Wares or Services as provided to DBN Members are of such merchantable or intrinsic quality commensurate with the price offered or paid for these by DBN Members (before the agreed discount offered by Provider to the DBN Member) such quality being assessed by DBN in relation to competing Wares or Services of other Providers;
   3. Provider is honouring its product or service warranties and conditions of sale;
   4. Provider is providing customer service in keeping with the nature of the Wares or Services and comparable to that of Provider’s competitors;
   5. Provider is in compliance with all applicable laws pertaining to the sale of its Wares or Services to DBN Members, including without limitation all applicable consumer protection legislation;
   6. Any disagreement between a DBN Member and Provider can be resolved amicably;
4. Should DBN consider that any Provider is not in compliance with its obligations to DBN Members under its Provider-Member Agreements or its obligations to DBN under the Provider Agreement between DBN and the said Provider, DBN may terminate its Agreement with Provider in which case it shall notify DBN Members and seek a new Provider is respect of the Wares or Services;

APPENDIX C

Membership Fees

Membership fee is $10 per month; for every member you invite, you get an extra month at a reduced rate of $5. For example, 10 invites would amount to $5 per month for 10 months.

APPENDIX D

Processing and Payment

Membership fee payments are processed by credit card. We accept the following cards: Visa, Mastercard, American Express

You must enter your credit card information in your member’s area under "Payment". Please note that we do not store your credit card information and data.

Payment processing for your membership fee is done by us through a services agreement with Stripe (stripe.com). We do not ourselves process payments. Your signature of the present Agreement indicates your acceptance that we provided your credit card information and data to Stripe.

Your account will become "active" for any membership period as soon as we received confirmation from Stripe that your payment has been duly processed. Should your credit card fail to process, your membership for this period will not be activated until your card processes or you have provided us with another credit card that processes.

It is only by having an active account that you can be entitled to membership benefits such as receiving savings codes and appearing in our directory.

Your account will remain active until the end of your initial membership period or the end of any renewal period.