Version 1.0 — Effective November 8, 2025
Last Updated: 2025-12-08
Operated by AppWell Inc. (“AppWell”, “we”, “our”, “us”)
This Counsellor Agreement (“Agreement”) outlines the responsibilities, expectations, and legal terms for counsellors who create an account or listing on the AppWell platform and its white-label branded versions (collectively, the “Platform”).
By selecting “I Agree”, registering as a counsellor, or using the Platform, you acknowledge that you have read, understood, and agree to this Agreement, as well as AppWell’s Terms of Use and Privacy Policy.
1. Independent Professional Status
By using the Platform, you acknowledge and agree that:
You are an independent practitioner, not an employee, agent, contractor, partner, or representative of AppWell.
No employment, partnership, joint venture, or agency relationship is created by using the Platform.
You are solely responsible for all professional decisions, services, and interactions with your clients.
AppWell does not supervise, monitor, or control your practice, sessions, records, or communications.
You remain fully responsible for your professional conduct and compliance with all applicable laws.
2. Professional Responsibility & Compliance
You agree that you are solely responsible for ensuring compliance with all applicable:
Provincial and federal regulations
Licensing and registration requirements
Professional codes of ethics
Privacy and confidentiality laws
Record-keeping obligations
Insurance and liability standards
This includes, but is not limited to:
You Must:
Maintain an active, valid professional licence or credential required in your jurisdiction
Carry appropriate professional liability insurance
Practise only within the scope of your expertise
Ensure secure handling of all client communications and records
Use external platforms that meet your regulatory obligations
AppWell Does Not Provide:
Verification of your licence or credentials
Legal or ethical oversight
A clinical documentation system
A secure environment for PHI (personal health information)
Any form of supervision or practice review
If your licence lapses, is suspended, or is no longer valid, you must immediately update or deactivate your counsellor account.
3. Use of the Platform
You agree to:
Provide accurate, truthful, and current information in your counsellor profile
Not misrepresent your qualifications, credentials, or expertise
Use the Platform only for lawful, ethical purposes
Not provide clinical services directly on the Platform
Conduct all counselling or coaching sessions outside the Platform using secure third-party tools
Not claim that AppWell endorses or guarantees your services
You understand that:
Users choose counsellors at their own discretion
AppWell does not match, assign, or recommend counsellors
AppWell may remove or edit your profile if it violates Platform standards
4. Communication & Sessions Outside the Platform
The Platform does not host, store, record, or monitor counselling sessions.
You agree that:
All sessions and communications with clients occur using third-party applications such as Zoom, JaneApp, OwlPractice, or any platform meeting your regulatory obligations
You are solely responsible for the security and compliance of the tools you select
You must not store PHI or clinical notes on the Platform
AppWell is not responsible for any breach, data loss, error, or issue arising from third-party platforms
5. AI-Assisted Tools
The Platform includes AI-assisted, non-clinical features for wellness and educational purposes.
You acknowledge and agree that:
AI outputs are not clinical, diagnostic, or therapeutic
AI tools are not a replacement for your professional judgment
You must not use AI features to generate clinical assessments, diagnoses, treatment plans, or regulated documentation
AI may produce inaccurate or incomplete information
You remain fully responsible for any professional decisions or guidance you provide
AppWell is not liable for harm resulting from counsellor misuse or reliance on AI content.
6. Content You Provide
Any information you upload, submit, or post on your profile (“Content”) must be:
Accurate
Lawful
Up to date
Non-misleading
Free from copyrighted material unless you own or have permission
AppWell reserves the right to edit or remove Content that violates Platform standards or legal requirements.
7. Fees, Subscriptions & Payments
If AppWell charges counsellors for listings, subscriptions, promotional placement, or other services:
All fees will be clearly stated at the time of purchase
AppWell may modify pricing with reasonable notice
All sales are final, with exceptions solely at AppWell’s discretion
Refund requests may be submitted to:
📧 appwellhq@gmail.com
Subject: Refund Request
You agree to pay all applicable fees associated with your counsellor account.
8. No Endorsement or Guarantee
You acknowledge and agree that:
Listing on the Platform is not an endorsement by AppWell
Verification badges (if available) only confirm submitted information was reviewed, not that AppWell warrants or guarantees your qualifications
Users are responsible for evaluating your suitability
You must not state or imply that AppWell:
Recommends your services
Guarantees outcomes
Provides oversight or supervision
9. Limitation of Liability
To the fullest extent permitted by law, AppWell is not liable for:
Your communications, actions, omissions, or services
Any harm resulting from interactions between you and users
Any issues arising from your regulatory non-compliance
Third-party platform failures, breaches, or outages
AI-generated content accuracy
Loss of income, data, reputation, or clients
Indirect, incidental, punitive, or consequential damages
In all cases, AppWell’s total liability shall not exceed:
CAD $100 or the amount you paid to AppWell in the previous 12 months, whichever is greater.
10. Indemnification
You agree to indemnify and hold harmless AppWell Inc., its employees, directors, affiliates, and contractors from any claims, losses, liabilities, damages, or expenses arising from:
Your use of the Platform
Your services or interactions with clients
Your breach of this Agreement or the Terms of Use
Any content you provide
Your failure to comply with laws, regulations, or ethical codes
Misuse of AI tools or third-party platforms
11. Suspension & Termination
AppWell may suspend, restrict, or terminate your counsellor account at any time for:
Violations of this Agreement
Misrepresentation of credentials
Harmful or unethical behaviour
Failure to comply with applicable laws
Security or technical concerns
Non-payment of fees
Upon termination:
Your profile will be removed
You must stop using the Platform
No fees will be refunded
12. Governing Law
This Agreement is governed by the laws of the Province of Ontario, and the applicable laws of Canada.
Any dispute must be resolved in an Ontario court unless otherwise prohibited by law.
13. Amendments
AppWell may update this Agreement periodically.
The “Last Updated” date will reflect the most recent version.
Your continued use of the Platform constitutes acceptance of updated terms.
14. Contact Information
For questions, support, or account-related issues:
📧 appwellhq@gmail.com
Subject: Counsellor Agreement Inquiry
AppWell Inc.
Ontario, Canada