HealthQB Technologies Inc.
LAST UPDATED April 14, 2020
“you” and “your” refer to the person accessing or using the Services, or if you create an account on behalf of an employer, company, organization, or other entity, then (i) all references to “you” herein includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this agreement, and that you agree to this agreement on the entity’s behalf.
In order to use the Services, you must you must create an account (“Account”). You must provide accurate and complete information and keep your Account information updated. You shall not select or use as a username a name of another person with the intent to impersonate that person or use as a username a name subject to any rights of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
You represent and warrant that you are at least 13 years of age, provided that if you are under 18 years of age you must indicate that to HQB on registration and your use of the Services is subject to you providing express parental consent to HQB, in which case your supervising parent or legal guardian is considered the user under this Agreement and is responsible for any and all activity. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
4. USE OF THE SERVICES
HQB software, text, graphics, images, video, audio, data and other material are made available to you through the Services (collectively referred to as the “Content”). Subject to this Agreement, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable license to access and use (i.e., to download and display locally) the Content and the software and applications made available through the Services solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our service providers (including Biostrap and LifeData), or our partners, sponsors, or affiliates. The Content is protected by copyright under both Canadian and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.
Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks. The Services may access to links to, and content and data from, social media and other third-party websites or apps (“Social Media”). These links, content, and data are provided solely as a convenience to you and not as an endorsement by us of the content on Social Media. The content of Social Media is developed and provided by others. In addition, the Services may permit access to content posted, stored, or displayed at the direction of users of the Services on Social Media, for which we cannot accept any responsibility or liability.
The Services are for personal use only and may not be used in connection with any commercial endeavors except those that are specifically approved by HQB. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from HQB even if the Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of this Agreement.
You acknowledge that the Services contain the valuable trade secret information of HQB and other proprietary information of HQB. Accordingly, you agree that you will not, at any time during the term of this Agreement or thereafter, reverse engineer or otherwise attempt to discern the trade secret information of the Services, nor will you permit any third party to do any of the foregoing.
Unless otherwise prohibited by law, and without prejudice to HQB’s other rights or remedies, HQB shall have the right to immediately terminate the Services if you breach any of the terms of this Agreement in our sole discretion at any time. Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease.
HQB shall endeavor to provide support needed to access the Services.
7. NO MEDICAL ADVICE
HQB provides the Services for you to track, manage, and share your biopsychosocial information at your discretion. The information and guidance in the Services are there for informational purposes only and cannot replace the services of health professionals or physicians. THE SERVICES AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE SERVICES ARE NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION. ALL CONTENT AVAILABLE THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF THE SERVICES DOES NOT CREATE ANY PHYSICIAN-PATIENT RELATIONSHIP. The information and guidance offered by the Services may be misleading if your physiological or psychological functions and responses differ significantly from population averages due to medical conditions or rare natural differences. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet program, exercise program, lifestyle or health decisions.
You agree to defend, indemnify, and hold us harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
9. DISCLAIMER OF WARRANTY
The Services and content are provided on an “as is” and “as available” basis without any warranties of any kind. We hereby disclaim all warranties, including, but not limited to, the warranty of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.
We, our affiliates, our partners, and our and their respective officers, directors, employees, agents, suppliers, or licensors, make no warranties or representations about the content or services, including but not limited to accuracy, reliability, completeness, timeliness, or reliability.
Neither we nor our affiliates or partners shall be subject to liability for truth, accuracy, or completeness of any information conveyed to users of the services or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. Further, we make no warranty that the Services will be available error free or that the services or the content are free of computer viruses or similar contamination or destructive features. If your use of the Services or the content results in the need for servicing or replacing equipment or data, we shall not be responsible for those costs. You agree that your use the Services and the Content at your own risk.
10. LIMITATION OF LIABILITY
Except as expressly set out herein, in no event shall we be liable for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the services and the content, whether based on warranty, contract, tort (including negligence), or any other legal theory, in excess of one hundred dollars, even if a we have been advised of the possibility of such damages.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.
For certainty, this limitation of liability will expressly NOT apply, and you affirmatively do NOT waive any rights, to the extent that your personal information is used as part of research.
11. CHANGES TO SERVICES
The Services may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services, but this is not always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content in violation of this Agreement), in our sole discretion, and without notice.
12.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. This Agreement will inure to the benefit of our successors and permitted assigns.
12.2 Governing Law; Venue. This Agreement is governed by the laws of British Columbia, without respect to its conflict of law provisions. You expressly agree to submit to such exclusive jurisdiction as chosen venue.
12.3 Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
12.4 Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
12.6 Headings. The section headings are provided merely for convenience and shall not be given any legal import.
12.7 Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled Indemnity, Disclaimer of Warranty and Limitation of Liability, and General.