CONDITIONS OF USEYou must have reached the age of majority in your jurisdiction of residence to use the Online Services. By downloading, accessing, or using the Online Services, you represent and warrant that (i) you are not located in a country that is subject to a United States or Canadian government embargo, or that has been designated by the United States or Canadian government as a “terrorist supporting” country; and (ii) you are not listed on any United States or Canadian government list of prohibited or restricted parties. By downloading, accessing, or using the Online Services, you are indicating your: (i) acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement; and (ii) consent to the installation of any software including, but not limited to, scripts, browser plugins, applets, and mobile applications as part of the Online Services on your computer or mobile device. If you do not accept and agree to this Agreement, you must not install, access, or use the Online Services.
MODIFICATION OF AGREEMENTWellvana reserves the right, in its sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we modify the Agreement, we will post the changes to the Agreement and will indicate the date this Agreement was last revised. Your continued use of the Online Services after any such changes constitutes your acceptance of, and agreement to be legally bound by, this Agreement, as revised. It is your sole responsibility to regularly check the Agreement to determine if there have been any changes to the Agreement and to review such changes.
PROVIDER OF ONLINE SERVICESYou acknowledge that some or all the Online Services may be provided by one or more service providers (individually and/or collectively “Service Provider”), where any Service Provider is a third party to this agreement. This agreement is between you and Wellvana, not Service Provider. To use the Online Services, you may also be required to agree to be bound by terms and conditions specified by the Service Provider. You represent and warrant to Wellvana that, as a condition of using the Online Services, you will abide by any required terms and conditions specified by the Service Provider. In addition to other disclaimers and exclusions contained in this Agreement, Wellvana expressly disclaims to the maximum extent permitted by law: (i) any and all liability related to the Online Services involving “content,” as defined in the ONLINE SERVICES AND CONTENT section herein, which belongs to Service Provider; (ii) any and all liability related to maintenance or support with respect to the Online Services provided by Service Provider; and (iii) any and all lability related to claims with respect to product liability, intellectual property rights, consumer protection, privacy, or failure to conform to any applicable legal or regulatory requirement involving Service Provider’s conduct or content.
ONLINE SERVICES AND CONTENTYou acknowledge that content may be made available to you through the Online Services, including, but not limited to, information, comments, data, software (whether applications, scripts, plug-ins or applets), photographs, graphics, text, sound, images and other material (“Content”). All Content is owned by Wellvana, Service Provider, or another third party. Content is protected by copyright laws, trade-mark laws, other intellectual property laws and treaties, both in Canada, the United States, and world-wide, and all rights therein are reserved by their respective owners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly allowed by this Agreement or applicable law (including, without limitation, U.S. copyright, trademark and patent law). Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, limited right to access, use and display the Online Services and the materials thereon. Your use of the Online Services does not grant or transfer to you any ownership or other rights in the Online Services or Content, and except as expressly provided, nothing herein or within the Online Services shall be construed as conferring on you or any other person any license under any of Wellvana’s, Service Providers, or any third party’s intellectual property rights. Any rights not expressly granted to you in this Agreement are expressly reserved by Wellvana. For greater certainty, you agree that you will not take any action that is inconsistent with Wellvana’s ownership of any portion or all of the Online Services and Content, or with Service Provider’s, or any third party’s ownership of any portion or all of the Content. You are hereby expressly prohibited from removing any proprietary notice of Wellvana, Service Provider, or any third party, from any copy of the Online Services or Content.
ONLINE SERVICES DISCLAIMERSWellvana provides you with access to the Online Services on an “as is” and “as available” basis only, and, to the maximum extent permitted by law, excludes all representations, warranties, conditions and other terms. Wellvana does not warrant that the Online Services or any Content will be uninterrupted or error-free, that defects will be corrected or that the Online Services or the servers hosting the Online Services will be free of viruses or other harmful components. The Online Services may be used to facilitate other services such as healthcare and medical services, none of which are the covered by this Agreement. This Agreement applies only to the Online Services, any other services facilitated by the Online Services are not subject to this Agreement and Wellvana makes no representation or warranties as to those services in this Agreement. In providing the Online Services pursuant to this Agreement, Wellvana makes no representations or warranties as to the lawfulness or merchantability of the underlying services, which may be subject to other agreements.
YOUR ACCOUNTThe Online Services, or certain features and/or portions of the Online Services may be password-protected and may require you to complete a registration process to obtain access. When registering to use any such features and/or portions of the Online Services, you agree: (i) that you will provide complete and accurate information about yourself; and (ii) to update such information if it changes. If you do not provide or update such information, or if we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your username and/or password and prevent you from using the Online Services, or any features or portions of the Online Services. You agree to be responsible for: (a) the accuracy of all information that you provide to us; (b) maintaining the confidentiality and security of any passwords or other account identifiers that you choose or that are otherwise assigned to you; and (c) all activities that occur under such password(s) or account(s). It is your responsibility to keep your username and any password that you register or that is provided to you confidential and secure. In the event that your username or password is used without your consent or that you discover any other breach of security, you agree to immediately notify Wellvana or the appropriate Service Provider. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us. You are solely responsible for any and all activities which occur under your user account.
RESTRICTIONS AND GEOGRAPHIC LIMITATIONSThe Online Services is provided for access and use only by persons located in the United States. You acknowledge that you will not attempt to use the Online Services or access any services through the Online Services outside of the United States. You agree as a condition of using the Online Services, that you will not yourself, or cause any others to, do any of the following:
- use, copy, modify, download or transfer the Online Services or any component of the Online Services (including, without limitation, the Content), in whole or in part, except as expressly provided in this Agreement;
- (i) reverse engineer, disassemble, decompile, or translate the Online Services; (ii) attempt to derive the source code of the Online Services; (iii) create any derivative work from the Online Services; and/or (iv) authorize or assist any third party to do any of the foregoing.
- remove or alter any proprietary notice or legend regarding Wellvana’s, or any third party’s, proprietary rights in the Online Services;
- use the Online Services except in accordance with applicable laws and regulations; and/or
- use the Online Services: (i) to defraud any third party; (ii) to distribute obscene or other unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to civil liability.
LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Online Services AND CONTENT (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE Online Services AND CONTENT RESIDES WITH YOU. WELLVANA EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON- INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WELLVANA MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE Online Services WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE Online Services WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE Online Services, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE Online Services WILL BE SECURE; (V) THE USE OF THE Online Services WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE Online Services WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE OR ELECTRONIC FILES. ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE Online Services IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. THE Online Services ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE Online Services AND THE INFORMATION OFFERED THROUGH THEM ARE NOT OFFERED TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER. WELLVANA WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE Online Services OR CONTENT. YOU EXPRESSLY ACKNOWLEDGE THAT WELLVANA HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE Online Services AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WELLVANA. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.
INDEMNIFICATIONAt our request, you agree to defend, indemnify, and hold harmless Wellvana, its parent and other affiliated companies, and their employees, contractors, officers, and directors, and Service Providers from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including legal fees and disbursements on a solicitor-client basis) that arise from your use or misuse of the Online Services, violation of these Terms, or violation of any rights of a third party. Wellvana reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.