TERMS OF USE

HealthQB Technologies Inc.

LAST UPDATED: September 1, 2020

Please read the following terms of use (“Agreement”) carefully before using the services (as

defined below) offered by healthQb Technologies Inc. (“us”, “we”, “our” or “HQB”). This

Agreement sets forth the legally binding terms and conditions for your use of the HQB

software, as used in conjunction with Biostrap USA, LLC (“Biostrap”) strap (“Biostrap Strap”),

Lifedata, LLC (“Lifedata”) software (“Lifedata Software”) and the services, reports,

recommendations, features, content, dashboards, websites (or other linked pages) or

applications offered, from time to time, by HQB, Biostrap or Lifedata in connection therewith

(each individually and collectively, the “Service(s)”).

These terms and any applicable terms imposed by Biostrap or Lifedata cover important

information about services provided to you – HQB recommends that before using these third-

party websites or services you read their terms of use and privacy policies.

These terms

include information about future changes to these terms.

“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.

BY ACCESSING AND USING THE SERVICE IN ANY MANNER, you acknowledge that you have

read, understood, and agree to be bound by this Agreement and the Privacy Policy posted on

HQB’s website. If you do not accept this Agreement and the Privacy Policy, you are not

authorized to use the Services.

 

1. INTRODUCTION

The Services allow you to track, manage and share biometric data collected by the Biostrap

Strap and subjective information you input into the LifeData Software. The Services are

provided to you by HQB, in connection with our partners, service providers (including

Biostrap and LifeData), sponsors, or other affiliates. So that we may safely and responsibly

manage our website, dashboard and mobile applications for all of our users, your use of the

Services is subject to this Agreement and the Privacy Policy, which is incorporated into this

Agreement by this reference. HQB may modify this Agreement and the Privacy Policy at any

time and such modification will be effective upon posting such change to the Services. Your

continued use of the Service following the posting of any changes to this Agreement or

Privacy Policy constitutes acceptance of those changes. For any substantial changes we will

affirmatively notify you.

 

2. REGISTRATION

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.

 

3. ELIGIBILITY

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.

 

5. TERMINATION

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.

 

6. SUPPORT

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.

 

8. INDEMNITY

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. GENERAL

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.

12.5 Entire Agreement.

Except as expressly agreed by us and you, this Agreement and

the Privacy Policy constitute the entire agreement between you and us with respect to the

subject matter, and supersede all previous or contemporaneous agreements, whether

written or oral, between the parties with respect to the subject matter.

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.

Terms of Use Privacy Policy

Copyright healthQb technologies inc. 2020. All rights reserved.

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