Acceptance of the App Terms and Conditions of Use
Modifications to the Terms and Conditions and to the App
Your Use of the App and Account Set-Up and Security
Goods Not For Resale or Export .
You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export.
Intellectual Property Rights and Ownership
You acknowledge and agree that:
(a) All uses on the App, our website, or applicable App Store of the terms "sell", "sale", "resell", "resale", "purchase", "price", and the like mean the purchase or sale of a licence. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the licence agreement posted with the display or description of that specific product or service.
(b) You will comply with all terms and conditions of the specific licence agreement for any product or service you obtain through the App, our website, or applicable App Store, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.
(c) You will not cause, induce, or permit others' non-compliance with the terms and conditions of any of these product and service licence agreements.
(d) The Company and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on the App and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's licence agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through the App, or of any intellectual property rights relating to those products or services.
You understand and agree that the App and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, app layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Conditions of Use and User Submissions and Site Content Standards
(e) Involve, provide, or contribute any false, inaccurate, or misleading information.
(k) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
User Submissions: Grant of Licence
The App may contain Interactive Functions allowing User Submissions on or through the App.
Site Monitoring and Enforcement, Suspension, and Termination
Company has the right, without provision of notice to:
· Remove or refuse to post on the App any User Submissions for any or no reason in our sole discretion.
· At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the App and User Submissions and Site Content Standards or Terms and Conditions.
· Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App.
· Terminate or suspend your access to all or part of the App for any or no reason, including, without limitation, any violation of these Terms and Conditions.
No medical or other similar advice is provided through the App.
All orders, purchases or transactions for the sale of goods, services, or other information made using this App are subject to the terms and conditions of sale, found in this section.
Additional terms and conditions may be applicable to parts or features of this App and are hereby incorporated by reference into these Terms and Conditions.
By placing an order for products or services from the App, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions.
You may not order or obtain products or services from this App if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website's contents, products or services by applicable law.
All prices, discounts, and promotions posted on our website, the App, or an App Store (collectively, the “Store”) are subject to change without notice. The price charged for a product or service will be the price advertised on the App Store at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable, as well as any applicable App Store terms and conditions. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept payment through an applicable App Store for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices.
All products or services purchased through the App or an App Store are non-returnable and non-refundable.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE APP, ANY LINKED WEBSITE OR APPS OR SUCH OTHER THIRD-PARTY WEBSITES OR APPS, NOR ANY APP CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE, APP, OR APP STORE.
Governing Law and Choice of Forum
This App is operated by Alpha 2 Echo Software Inc. [INSERT COMPANY ADDRESS].
DATE: [INSERT DATE]
Last modified: [DATE]
Alpha 2 Echo Software Inc. and our affiliates and subsidiaries ( "Company" or "We") respect your privacy and are committed to protecting it by complying with this policy.
This policy describes:
· The types of information we may collect or that app users (" you") may provide when you purchase, download, install, register with, access, or use the Medic++ app (the "App").
· Our practices for collecting, using, maintaining, protecting, and disclosing that information.
We will only use your personal information in accordance with this policy unless otherwise required by applicable law. We take steps to ensure that the personal information that we collect about you is adequate, relevant, not excessive, and used for limited purposes.
Privacy laws in Canada generally define "personal information" as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.
This policy applies only to information we collect in this App, in email, text, and other electronic communications sent through or in connection with this App.
This policy DOES NOT apply to information that:
· We collect offline or on any other Company apps or websites, including websites you may access through this App.
· You provide to or is collected by any third party (see Third-Party Information Collection ).
Our websites and apps, and these third parties may have their own privacy policies, which we encourage you to read before providing information on or through them.
Please read this policy carefully to understand our policies and practices for collecting, processing, and storing your information. If you do not agree with our policies and practices, do not download, register with, or use this App. By downloading, registering with, or using this App, you indicate that you understand, accept, and consent to the practices described in this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy ). Your continued use of this App after we make changes indicates that you accept and consent to those changes, so please check the policy periodically for updates. We will notify you in advance of any material changes to this policy and obtain your consent to any new ways that we collect, use, and disclose your personal information.
INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
We collect information about you through:
The types of information that we collect include:
We provide an opportunity for any user to opt-out of contact for marketing purposes on an ongoing basis by emailing to [EMAIL ADDRESS].
When you download, register with, or use this App, we may ask you to provide:
· Information by filling in forms in the App. This includes information you provide when registering to use the App, subscribing to our service, posting material, and requesting further services. We may also ask you for information when you report a problem with the App.
· Records and copies of your correspondence, including email addresses and phone numbers, if you contact us.
· Your responses to surveys that we might ask you to complete for research or other purposes.
· Details of transactions you carry out through the App and order fulfillment. We may require you to provide financial information before placing an order through the App.
· Your search queries on the App.
Automatic Information Collection and Tracking Technologies
When you download, access, and use the App, it may automatically collect:
The technologies we use for this automatic data collection may include:
We may also use these technologies to collect information about your activities over time and across third-party websites, apps or other online services (behavioural tracking). To learn more or to opt-out of tailored advertising please visit Digital Advertising Alliance of Canada Opt-Out Tool for information on how you can opt out of behavioural tracking on or through this App and how we respond to browser signals and other mechanisms that help users exercise their choices about behavioural tracking.
The information we collect automatically is statistical information and may include personal information. We may maintain it or associate it with personal information we collect in other ways, that you provide to us, or receive from third parties. This usage information helps us to improve our App and to deliver a more personalized service, including by helping us to:
· Estimate our audience size and usage patterns.
· Store information about your preferences and customize our App according to your individual interests.
· Speed up your searches.
· Recognize you when you use the App.
If you do not want us to collect this information do not download the App or delete it from your device. Note, however, that opting out of the App's collection of location information will cause its location-based features to be disabled.
Third-Party Information Collection
When you use the App or its content, certain third parties collect information about you or your device. These third parties may include:
· Advertisers, ad networks, and ad servers.
· Analytics companies.
· Your mobile device manufacturer.
· Your mobile service provider.
These third parties may use cookies alone or in conjunction with other tracking technologies to collect information about you when you use the App. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites, apps and other online services. They may use this information to provide you with behavioural advertising or other targeted content. In addition to helping advertisers reach the right people for their products and services, behavioural advertising helps support the App so that you can enjoy free content.
You can opt-out of several third party ad servers' and networks' cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada or an opt-out tool created by the Network Advertising Initiative. You can also access these websites to learn more about online behavioural advertising and how to stop websites from placing cookies on your device. Opting out of a network does not mean you will no longer receive online advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns.
We do not control these third parties' tracking technologies or how they use them. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For more information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information .
We use information that we collect about you or that you provide to us, including any personal information:
· To provide you with the App and its contents.
· To provide you with information, products or services that you request from us.
· To fulfill the purposes for which you provided it or that were described when it was collected or any other purpose for which you provide it.
· To provide notices about your account/subscription, including expiration and renewal notices.
· To carry out our obligations and enforce our rights in any contracts with you, including for billing and collection or to comply with legal requirements.
· To notify you when App updates are available, and of changes to any products or services we offer or provide though it.
· To improve our App, products or services, or customer relationships and experiences.
· For marketing purposes.
· To allow you to participate in interactive features, social media, or other features on our App.
· To measure or understand the effectiveness of the advertising we serve to you and others, and to deliver relevant advertising to you.
· For any other purpose with your consent.
Usage information that we collect helps us to improve our App and to deliver a better and more personalized experience, including by enabling us to:
· Estimate our audience size and usage patterns.
· Store information about your preferences, allowing us to customize our App according to your individual interests.
· Speed up your searches.
· Recognize you when you use the App.
We may also use your information to contact you about our own and third parties' goods and services that may be of interest to you, as permitted by law. If you do not want us to use your information in this way, please email us at [EMAIL ADDRESS]. For more information, see Choices About How We Use and Disclose Your Information .
We may use the information we have collected from you to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
DISCLOSURE OF YOUR INFORMATION
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
We may disclose personal information that we collect or you provide as described in this privacy policy:
· To our subsidiaries and affiliates.
· According to applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Alpha 2 Echo Software Inc.'s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Alpha 2 Echo Software Inc. about our customers and users is among the assets transferred.
· To advertisers and advertising networks that require the information to select and serve relevant advertisements to you and others. We do not disclose data about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 400 women between 30 and 45 have clicked on their advertisement on a specific day). We may also use such aggregate information to help advertisers target a specific audience (for example, men in a specific location). We may use the personal information we collect from you to display our advertisers' advertisements to their target audiences.
· To third parties to market their products or services to you if you have consented to/not opted out of these disclosures. For more information, see Choices About How We Use and Disclose Your Information .
· To contractors, service providers, and other third parties we use to support our business, such as analytics and search engine providers that help us optimize and improve our services. We contractually require these third parties to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process personal information following the same standards set out in this policy.
· To fulfill the purpose for which you provide it. For example, if you give us an email address to use the "email a friend" feature, we will transmit the contents of that email and your email address to the recipients.
· For any other purpose we disclose when you provide the information.
· With your consent.
· To comply with any court order, law, or legal process, including to respond to any government or regulatory request, according to applicable law.
· To enforce our rights arising from any contracts between you and us, including the App EULA, Terms and Conditions, and for billing and collection.
· If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Alpha 2 Echo Software Inc., our customers, or others. This includes exchanging information with other companies and organizations for fraud prevention and credit risk reduction.
TRANSFERRING YOUR PERSONAL INFORMATION
We may transfer personal information that we collect or that you provide us to contractors, service providers, and other third parties we use to support the App (such as analytics providers that assist us with App improvement and optimization) and who are contractually obligated to keep personal information confidential, to use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.
We may process, store, and transfer your personal information in and to other countries with different privacy laws that may or may not be as comprehensive as Canadian law. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to obtain access to your personal information. Whenever we engage a service provider, we require that its privacy and security standards comply with this policy and applicable Canadian laws.
By submitting your personal information or engaging with the App, you consent to this transfer, storage, or processing.
CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
We do not control third parties' collection or use of your information to serve behavioural advertising. These third parties may provide you with additional choices about how they use your information or ways to choose not to have your information collected or used in this way. You can opt out of several third party ad servers' and networks' cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada or an opt-out tool created by the Network Advertising Initiative. You can also access these websites to learn more about online behavioural advertising and how to stop websites from placing cookies on your device. Opting out of a network does not mean you will no longer receive advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns.
The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or you have chosen) a password for access to certain parts of our App, you are responsible for keeping it confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the Internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through the App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any App privacy settings or security measures.
Except as otherwise permitted or required by applicable law or regulation, we will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. Under some circumstances we may anonymize or aggregate your personal information so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate business purpose without further notice to you or your consent.
Our App is not intended for children under 13 years of age. No one under age 13 may provide any information to or on the App. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this App or on or through any of its features/register on the App, make any purchases through the App, use any of the interactive or public comment features of this App, or provide any information about yourself to us, including your name, address, telephone number, email address, or any user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at [EMAIL].
ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION
It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes. By law you have the right to request access to and to correct the personal information that we hold about you.
If you want to review, verify, correct, or withdraw consent to the use of your personal information you may also send us an email at [EMAIL ADDRESS] to request access to, correct, or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
We may request specific information from you to help us confirm your identity and your right to access, and to provide you with the personal information that we hold about you or make your requested changes. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal information that we hold about you, or we may have destroyed, erased, or made your personal information anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions.
If you are concerned about our response or would like to correct the information provided, you may contact our Privacy Officer.
Where you have provided your consent to the collection, use, and transfer of your personal information, you may have the legal right to withdraw your consent under certain circumstances. To withdraw your consent, if applicable, contact us at [EMAIL ADDRESS]. Please note that if you withdraw your consent we may not be able to provide you with a particular product or service. We will explain the impact to you at the time to help you make your decision.
We may update our privacy policy from time to time. It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will post the new privacy policy on this page with a notice that the privacy policy has been updated.
We include the date the privacy policy was last revised at the top of the page. You are responsible for ensuring we have an up-to-date, active, and deliverable email address for you, and for periodically visiting this privacy policy to check for any changes.
CONTACT INFORMATION AND CHALLENGING COMPLIANCE
We welcome your questions, comments, and requests regarding this privacy policy and our privacy practices. Please contact us at:
Privacy Officer
[EMAIL ADDRESS]
We have procedures in place to receive and respond to complaints or inquiries about our handling of personal information and our compliance with this policy and with applicable privacy laws. To discuss our compliance with this policy please contact our Privacy Officer using the contact information listed above.
You may also make a complaint about our information and privacy practices to the Information and Privacy Commissioner at:
Office of the Privacy Commissioner of Canada
30, Victoria Street
Gatineau, QC K1A 1H3
1 (800) 282-1376
This End User Licence Agreement (this "Agreement"), is a binding agreement between you (“Licensee”) and Alpha 2 Echo Software Inc. ("Licensor").
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM BY [CLICKING THE "ACCEPT" BUTTON AND OTHERWISE USING THE SOFTWARE] YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENCE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENCE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
1. Definitions . For purposes of this Agreement, the following terms have the following meanings:
1.2 "Documentation" means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.
1.3 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.8 "Term" has the meaning set forth in Section 9.
1.9 "Third Party" means any Person other than Licensee or Licensor.
2. Licence Grant and Scope . Subject to and conditional on Licensee's payment of the Licence Fees and Licensee's strict compliance with all terms and conditions set forth in this Agreement and the Terms and Conditions of Use found at [INSERT LINK TO TERMS] (the “Terms”) Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited licence during the Term to use one copy of the Software and Documentation for your personal non-commercial use, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This licence grants Licensee the right to:
2.1 Download and install in accordance with the Documentation one (1) copy of the Software on one (1) device owned or leased, and controlled by, Licensee. Each such device shall be used solely by Licensee.
(a) will be the exclusive property of Licensor;
(b) will be subject to the terms and conditions of this Agreement; and
3. Third-Party Materials . The Software may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement (" Third-Party Licences"). Ownership of all Intellectual Property Rights in such Third-Party Materials remains with the respective owners thereof. Licensee is bound by and shall comply with all Third-party Licences. Any breach by Licensee of any Third-party Licence is also a breach of this Agreement.
4.1 Licensee shall not use the Software or Documentation for any purposes beyond the scope of the licence granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use the Software for emergency or medical response applications; or (vii) use the Software or Documentation for purpose of providing medical advice, medical services, or function as a medical service provider.
4.2 No Implied Rights . Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any Intellectual Property Rights or license, nor other right, title, or interest in or to the Software or Documentation, and Licensor's Confidential Information.
5.1 The licence granted hereunder does not entitle the Licensee to any software maintenance or support services .
6. Collection and Use of Information .
6.1 Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through the provision of maintenance and support services.
(a) improving the performance of the Software or developing Updates; and
7. Intellectual Property Rights .
7.1 Licensee acknowledges and agrees that the Software and Documentation are provided under licence, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement.
7.2 Feedback . If Licensee sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback "), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns on its behalf all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
8. Payment . All Licence Fees are payable in advance in the manner set forth in the applicable App Store and are non-refundable, except as may be expressly set forth herein or the applicable App Store’s terms and conditions.
9.3 Licensor may terminate this Agreement, effective upon fourteen (14) days’ notice to Licensee.
9.5 The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1, Section 6.2, Section 7, Section 9.4, Section 9.5, Section 10, Section 11, Section 13 and Section 14.
11. Indemnification . Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") based on Licensee's: (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice
12. Limitation of Liability . TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
12.2 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE OR TEN DOLLARS CANADIAN ($10.00 CAD), WHICHEVER IS LESS.
12.3 THE LIMITATIONS SET FORTH IN SECTION 12.1 AND SECTION 12.2 SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
13. Export Regulation . The Software and Documentation may be subject to Canadian export control laws. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside Canada.
14.1 Governing Law . This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
14.2 Choice of Forum . Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
14.3 Entire Agreement . This Agreement, together with the Terms and Conditions of Use located at [LINK TO TERMS], and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
14.4 Amendments and Modifications . This Agreement may be amended, modified, or supplemented in the sole discretion of Licensor..
14.5 Severability . If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
14.6 Interpretation . For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Unless otherwise stated, all dollar amounts referred to in this Agreement are stated in Canadian dollars.
14.7 Language . The parties confirm that it is their express wish that this Agreement, as well as any other documents related to this Agreement, including notices, schedules, and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, incluant tous les avis, annexes, et autorisations, soient rédigés en langue anglaise seulement.
14.8 Headings . The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.