Last Updated: December 28, 2019

This agreement governs the subscription to and ongoing use of the Innovation Health Group Program portal ("IHG Portal"), related Documentation, and any software embedded in or located on or at the IHG Portal ("Software" and, together with the IHG Portal and Documentation, the "Services"). The IHG Portal provides a patient engagement platform which enables you to share your information and connect with healthcare coaches. In order to access and use the Services, you agree to accept the terms and conditions of this end user service agreement ("Agreement") between you, as end user, and Innovation Health Group Inc. ("us", "our", or "we"), which form a legal agreement between you and us only. You are not entering into an agreement with the technology provider or any third party service provider for the Services, nor is the technology provider or any third party service provider responsible to you for the Services or claims related to the Services.

1. Definitions
  1. "Documentation" means the specifications, user manuals, technical documents, release notes, instructions and other materials furnished or published by us concerning the IHG Portal.

  2. "Intellectual Property" means rights existing from time to time in any applicable jurisdiction under patent law, copyright law, moral rights law, privacy law, publicity law, trade secrecy law, trademark law, unfair competition law or unfair trade practices law, or other similar law.

  3. "Party" means you or us.

  4. "Updates" means functional and/or feature modifications or improvements made by us to the Services to keep the current version(s) competitive with related technology, including bug fixes, error corrections, work-arounds, and minor performance enhancements.
2. Services and Use
  1. Services Offered. The IHG Portal provides a platform for you to share your health information and interact with healthcare coaches. The IHG Portal will also provide you with access to educational content related to your health.

  2. Right to Use. We hereby grant you a right to use the Services as expressly provided herein. If the IHG Portal provides Software for download, we hereby grant you a non-exclusive, non-transferable, revocable right to use and install one copy of the Software for your personal, non-commercial use. You agree that your right to use the Services is neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public or private comments made by us regarding future functionality or features.

  3. Single Subscription. Only you may access your Account (defined below) via the IHG Portal for your own lawful purposes. The Services may not be used for commercial or revenue-generating activities. The components of the IHG Portal and Software are licensed as a single unit, and you may not separate or virtualize the components or install them on devices that are not owned by you.

  4. Informational Purposes Only. The Services are for informational purposes only and are not intended for medical use or medical management or to be used as a substitute for professional medical advice, diagnosis, treatment, or cure. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. You agree that the Services do not constitute medical, nursing or other professional healthcare advice, diagnosis or treatment. Do not disregard professional medical advice or delay in seeking it because of something you have learned or obtained from using the Services. In the event of a medical emergency, you should dial 911 and seek medical attention immediately.

  5. Medical Record. You acknowledge that the IHG Portal may not reflect your complete medical record and that the Services should not be relied on for medical case management.

  6. Account Creation. In order to open an account ("Account") to utilize the Services, you must complete the registration process by providing us with current, complete and accurate information about yourself. You may not select an Account username or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion.

  7. Responsibility for your Account. You are solely responsible for any and all activities that occur under your Account. You must maintain the confidentiality of any private authentication credentials associated with your use of the Services (including username and password) and promptly notify us about any possible misuse of your Account or if you suspect it has been compromised in any way.

  8. Operations. Any or all of the Services may be inaccessible or inoperable at any time for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic Updates, maintenance procedures or repairs which may be undertaken from time to time; or (iii) causes beyond the control of us or which are not reasonably foreseeable by us, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to your Internet service provider, hostile network attacks, network congestion or other failures.

  9. Updates. We reserve the right to make Updates to the Services from time to time. Any Updates to the system will be provided to you free of charge.

  10. Limited Rights. Except as expressly granted by this Agreement, you acquire no Intellectual Property right or other proprietary rights under this Agreement in the Services or any other data, content, or materials accessed from or incorporated in the IHG Portal. We or our technology provider or third party service providers, as applicable, reserve all rights, title and interest in and to the Services, including all related Intellectual Property rights. Any rights not expressly granted under this Agreement are reserved by us or our technology provider or third party service providers, as applicable.
3. Restrictions on Use
  1. Personal Use. You shall not use the Services except for your own personal use.

  2. No Transfer. You shall not license, sublicense, rent, sell, resell, transfer, assign, distribute, lease, outsource, or otherwise commercially exploit or make available to any third party any of the Services.

  3. No Modification. You shall not: reverse engineer, disassemble, de-compile, modify, alter, revise, translate, use for competitive analysis, create or derive works from, or work around technical limitations in, or attempt to derive the source code of, any Services; disable, tamper with or otherwise attempt to circumvent any mechanism that limits use of the Services; export the Services, or any technical information relating to the Services; otherwise use the Services to develop any other computer program; or, otherwise use the Services except as expressly allowed under this Agreement.

  4. No Security Breach. You shall not attempt to circumvent, decrypt or bypass any technology that is used to protect the Personal Information, as defined in Section 4a, contained in the IHG Portal.

  5. No Privacy Invasion. You shall not invade anyone's privacy by any means including but not limited to, by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, Account information, credit card numbers, addresses, or other contact information, without their foreknowledge and willing consent, or knowingly provide false or misleading information.

  6. No Violation of Law. You shall not use or permit anyone else to use the Services to perform any activity that violates any applicable laws or for any fraudulent or illegal activity and/or, if applicable, use the Services to transmit or send any inappropriate, improper, excessive, threatening or obscene material or to otherwise harass, offend, threaten, or invade the privacy of any individual or entity.
4. Security, Privacy, and Client Data
  1. Personal Information. You have the discretion to determine what information you share and who you share it with via the IHG Portal. Your privacy is very important to us. The information you share via the IHG Portal, including your personal information and personal health information ("Personal Information") will be protected in accordance with our Privacy Policy, which can be found here. We collect, use, and disclose Personal Information within the IHG Portal in accordance with our Privacy Policy. Notwithstanding the foregoing, we reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental authority.

  2. Security. We are committed to protecting the security of your Personal Information. We apply industry standard safeguards to protect the confidentiality of your Personal Information, including maintaining technical and organizational measures intended to protect Personal Information against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.

  3. Transmitting Personal Information. You acknowledge and consent to the transmission of Personal Information to the IHG Portal through third party data centres located outside of Canada.

  4. Modifications. We reserve the right to modify our privacy and security policies in our reasonable discretion from time to time.

  5. Notification. You agree to promptly notify us by telephone, facsimile, email, or in person if you observe or learn of a privacy/security breach related to the IHG Portal.
5. Term, Termination, and Suspension
  1. Term of Agreement. The term of this Agreement shall be for an initial period of one year unless otherwise agreed to by the Parties. You may renew this Agreement by paying us a subscription fee based on then-current pricing and on the terms and conditions specified by us at the time of renewal.

  2. Termination. We may terminate this Agreement at any time for failure to comply with the terms of this Agreement, at our sole discretion. You may terminate this Agreement by sending written notification to: appt@executivehealthcentre.com. When this Agreement is terminated, your Account will be deactivated.

  3. Suspension. We may suspend or limit your use of the IHG Portal if: (1) it is reasonably needed to prevent unauthorized access to Personal Information; (2) you fail to respond to a claim of alleged infringement within a reasonable time; or (3) you violate this Agreement.

  4. Investigation: We reserve the right to investigate suspected violations of this Agreement. You authorize us to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.

  5. Other remedies: The above-described actions as set forth in this Section 5 are not our exclusive remedies and we may take any other legal, equitable or technical action we deem appropriate in the circumstances. We will not have any liability to you or anyone else in relation to the termination of this Agreement for any reason whatsoever.
6. Indemnification, Limitation of Liability, and Warranties
  1. Indemnification. You agree to indemnify, defend and hold harmless, us, our parents, subsidiaries, and affiliates and our and their respective officers, employees, and agents (collectively, the ???IHG Parties???) including costs and legal fees, from any claim or demand made by us or anyone else due to or arising out of: (a) your access to the Services, and any content obtained by or from you through the Services, (b) your use or misuse of the Services, (c) any breach of this Agreement by you, (d) the infringement by you, or any other person obtaining access to the IHG Portal through your Account, of any Intellectual Property or other right of any person or entity, or (e) your violation of any rights of any other person or any applicable laws.

  2. Limitation of Liability. To the maximum extent permitted by applicable law, neither we, nor any other IHG Party, will be liable for any damages including (but not limited to) any indirect, incidental, consequential, special, exemplary or punitive damages, loss of wages, salaries, income, revenue or business because of your use of the Services, or any information, guidance or services related to or provided by the Services. In no event shall we or any other IHG Party be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether or not such damages were foreseen or unforeseen, in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from the Services. Your sole and exclusive remedy for dissatisfaction with the Services will be to stop using the Services.

  3. Warranties. Except as expressly set forth in this Agreement and to the fullest extent permitted by applicable law, you acknowledge and agree that we provide the Services on an ???as-is??? and ???as available??? basis and that your use of same is strictly at your own risk, with no additional representations, conditions or warranties, either express or implied concerning the Services including any and all warranties and conditions of design, merchantability and fitness for any particular purpose, performance and any and all warranties and conditions that might otherwise arise during the course of dealing, usage or trade and those which may be implied by law. This Agreement sets out the entire extent of all warranties in respect of the Services and no agent of us is authorized to alter our warranty and obligations. We do not guarantee timely, error-free or uninterrupted use of the Services or the accuracy and completeness of your online Personal Information, or accuracy, completeness or timeliness of information available from the Services. Under no circumstances will we be liable for any loss or damage caused by your reliance on information obtained through use of the Services. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information provided, and use of the Services is solely at your own risk. We have no special relationship with or fiduciary duty to you, and you acknowledge that we have no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, how you or any other user may interpret or use materials accessed or developed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services.
7. General
  1. Entire Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, and supersedes all previous agreements or representations, oral or written with respect thereto.

  2. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver of any right under this Agreement.

  3. Assignment. We may assign our rights and/or obligations, in whole or in part, to any other person (the ???assignee???), and will provide written notice of any material assignment. Except to the extent prohibited by applicable law, the assignee will be bound by our obligations under this Agreement, and we will be released of our obligations under this Agreement effective as of the date of the assignment. You may not transfer or assign your rights or obligations under this Agreement nor can you transfer or assign your rights to use all or any part of the Services.

  4. Independent Contractors. Each Party shall perform its obligations hereunder as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties.

  5. Notices. Any notice, request, demand, or other communication must be sent by mail or email to the following address:

    Innovation Health Group
    Yonge Corporate Centre
    4120 Yonge Street - Suite 306
    Toronto, Ontario
    M2P 2B8, Canada
    Email: phr@innovationhealthgroup.com

    You agree to receive electronic notices from us, which will be sent by email to your contact information of record. Notices are effective on the date on the return receipt or, for email, when sent.

  6. Email Education. You agree to allow us to send you emails as we deem fit in the education and promotion of existing and new products and features related to the Services. You can opt out at any time, but it is recommended that you read educational emails for the best user experience possible.

  7. Electronic Agreement. You acknowledge and agree that by clicking on the "I ACCEPT" button (or similar buttons or links as may be designated by us to show your acceptance of this Agreement and/or your agreement to access and use the Services), you are entering into a legally binding contract.

  8. Force Majeure. Neither Party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact performance under this Agreement) (a ???Force Majeure Event???). Upon the occurrence of a Force Majeure Event, the Party whose performance is so affected shall promptly give notice to the other Party of the occurrence or circumstance upon which it intends to rely to excuse its performance.

  9. Headings. The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.

  10. Governing Law and Venue. This Agreement and performance under this Agreement shall be governed by the laws of the province of Ontario. Any claim or dispute arising from or in connection this Agreement or from your use of the Services shall be determined exclusively by the courts in Toronto, Ontario, and in no other courts.