Privacy Policy & Terms and Conditions

Introduction

HealthCare 365 Inc. (in this Privacy Policy referred to as “HealthCare 365”, “HC365” or “we”, “our” and “us”) places the highest value on the privacy, confidentiality and security of the personal health information we hold on behalf of our clients. We take all appropriate and reasonable measures to safeguard the personal health information that is under our control in order to maintain the confidence and trust of our clients.

HealthCare 365 has established this Privacy Policy in accordance with the requirements of the Personal Health Information Protection Act, 2004 (Ontario), the principles set out in Schedule 1 of the Personal Information Protection and Electronic Documents Act (Canada) and all other applicable personal information protection and privacy legislation.

Consent for Collection, Use and Disclosure of Personal Health Information

By becoming a client of HealthCare 365 and through the continued use of the Service, the Client (in this Privacy Policy also referred to as “you” and “your”) consents to the collection, use, and disclosure of their personal health information in accordance with the terms and conditions found in this Privacy Policy.

Accountability

HealthCare 365 is responsible for all the personal health information of our clients (in this Privacy Policy referred to as “clients”) that is under our control. Accountability for our compliance with this privacy policy ultimately rests with our Chief Privacy Officer.

Contact information for our Chief Privacy Officer is set out below:

Chief Privacy Officer

HealthCare 365 Inc.

1867 Yonge Street, Suite 905 Toronto, ON M4S 1Y5

Tel: 647-880-5578 Email: privacy@healthcare365.org

HealthCare 365 is responsible for personal health information in our possession or custody, including information that has been transferred to third parties for processing. We use contractual and other means to ensure that third parties to whom we disclose personal health information for processing provide a comparable level of protection with respect to their use and disclosure of personal information in their possession or control.

How HC365 Collects Personal Health Information About You

We collect personal health information about you directly from you or from person(s) acting on your behalf. We collect personal health information about you through a variety of channels of communication, including, but not limited to, in person, on the phone, through email, and via information exchange on our website, www.healthcare365.org. Information will always be collected by fair and lawful means.

We will collect, use and disclose personal health information only with your knowledge and consent to this Privacy Policy, by virtue of your membership at HealthCare 365. In some instances, we may collect information about you from other sources if we have obtained your consent to do so or the law permits. We limit the collection of personal health information by ensuring that you are only asked for information that is reasonably necessary for providing you with our service.

The Purposes HC365 Uses and Discloses Personal Health Information About You

The following sections describe different ways that we may use and disclose your personal health information.

Use

We may use your personal health information to:

• provide, coordinate, and manage your health care by one or more health care providers,
• treat and care for you and advise you of treatment options,
• contact you by phone, SMS, fax, e-mail, online messaging, and/or other secure messaging to book and confirm appointments, distribute health strategies, plans, medication information, reminders and notifications,
• populate your medical profile and share such information with other health care providers and organizations as reasonably required to deliver our services,
• track and monitor your ongoing care,
• plan, administer and manage our programs and services contracted by you or on your behalf,
• provide you information about services you receive through our offices,
• provide you with notices of health screenings, special events, or other wellness activities,
• conduct quality improvement, risk management and error management activities,
• provide training and/or teaching or other pedagogic services,
• conduct basic or applied medical or other research. Medical data may be aggregated and analyzed for the purposes of study and research. Client confidentiality of specific medical information will be protected in all such cases,
• compile statistics including providing personal health information to an organization or government body for the purpose of health system planning,
• obtain payment for your treatment and care, or
• comply with applicable legal and regulatory requirements.

Disclosure

If information is shared outside of HealthCare 365, it is considered disclosure. We may disclose your personal health information to communicate with our own and other health care providers including specialists, primary care and non-primary care professionals, health care facilities, and other health information custodians involved in your care, unless instructed otherwise by you.

We may also disclose your personal information in the following circumstances:

• to affiliates or associates or certain service providers of or to HealthCare 365 for the purposes of delivering the service to you,
• to affiliates or associates or certain service providers of or to HealthCare 365 for administrative purposes such as accounting or legal functions,
• to update and/or inform a relative, friend or potential substitute decision maker if they have been indicated as included in your circle of care,
• to contact a relative, friend or potential substitute decision maker if you are injured, incapacitated or ill and unable to consent personally,
• in response to a court decision or order, or
• as may be required by law (such as reporting the potential abuse of persons, infectious diseases and other dangers to public health).

Any other uses and disclosures other than the above will be made only with your express consent or as required or permitted by law.

Subject to legal, regulatory and contractual requirements, you have the right to withdraw your consent to the above uses and disclosures by writing to our Chief Privacy Officer at HealthCare 365 at the address set out below. Depending on the circumstances, however, you acknowledge that withdrawal of your consent may impact on our ability to provide you or continue to provide you with some services or information that may be of value to you.

We are required to abide by your request, except for actions that we have already taken relying on your consent. We will act on your instructions as quickly as possible but there may be certain uses of your information that we may not be able to stop immediately.

You cannot refuse our collection, use and disclosure of information where such is required by law or by professional or industry regulators, including self-regulatory organizations.

In the event of the sale of HealthCare 365, we may release the information we hold about you to the prospective purchaser only insofar as the prospective purchaser agrees to protect the information provided and to use it in a manner that is consistent with our privacy policies and practices.

Limiting Collection, Use, Disclosure, and Retention

We limit the collection of personal health information by ensuring that you are only asked for information that is reasonably necessary for providing you our service.

Personal health information will not be used or disclosed for purposes other than that for which it was collected, except with your consent, or as required by law. We may keep and use information about you in our records for as long as it is needed for the purposes described in this Privacy Policy and as may be required by law or a relevant industry association, even if you cease to be a client.

Accuracy

We will ensure that your personal health information is as accurate, complete, and up-to-date as is necessary for the purposes for which it is to be used. This minimizes the possibility of incomplete or incorrect information being used to make treatment decisions about you. You agree to cooperate with us towards this end as much as reasonably possible. All information which you give us must, and you hereby represent and covenant that it will, at all relevant times, be true and complete. If any personal health information changes or becomes inaccurate or out of date, you are required to and will advise us on a timely basis so we can update our records. You hereby indemnify HealthCare 365 for any losses that result from incomplete or incorrect information on your medical profile.

Safeguards

We have appropriate security measures and safeguards in place to protect your personal health information in accordance with the sensitivity of the information. We have company-wide policies and procedures in place to protect against loss or theft, as well as unauthorized access, disclosure, copying, use or modification, regardless of the format in which the information is held. We ensure all our employees and business partners are aware of the importance of maintaining the confidentiality of your personal health information, and we will exercise appropriate care in the disposal and/or destruction of personal health information to prevent unauthorized parties from gaining access to the information.

Our methods of protection include, but are not limited to, the following:

Physical safeguards and procedures, for example:

• locked premises with 24 hour security,
• restricted access to our offices, and restricted areas within each office, and
• a no-movement policy for all hardware.

Organizational safeguards and procedures, for example:

• utilizing access controls and limiting access to a ‘need to know’ basis,
• minimizing all paper-based and hardware-based information, and
• not storing personal health information or other sensitive data on removable
  media, such as CDs, USB drivers or diskettes.

Technological measures, for example:

• SSL certificates,
• firewalls,
• the use of passwords and encryption,
• automatic timeouts on all sensitive access areas online, and
• ensuring operating system patches and anti-virus software are up-to-date on all
  computers used to access personal health information.

Openness

Our Privacy Policy and complaint processes are posted on our website at www.healthcare365.org. This information can also be obtained by contacting our Chief Privacy Officer.

Client Access and Correction to Personal Health Information

At any time that your personal health information is under our control, you have the right to:

• request access to your personal health information,
• request a correction to your personal health information if you believe it is inaccurate or incorrect and provide satisfactory proof to correct it, or
• complain to the Information and Privacy Commissioner/Ontario at their address set out below if you think we have violated your rights.

Upon written request addressed to our Chief Privacy Officer, we will inform you, as best we can, using reasonable efforts, of the existence, use and disclosure of your personal health information and we will give you access to that information, within a reasonable period of time (within 60 days). We will be glad to assist you in preparing a request if you inform us that you require such assistance.

Important Information About Our Information Practices

• We take reasonable and appropriate steps to protect your personal health information from theft, loss, and unauthorized access, copying, modification, use, disclosure, and disposal.
• We require that everyone who performs services for us meets our privacy standards.
• We will post our Privacy Policy on our website. You may also receive a written copy of our revised Privacy Policy by contacting our Chief Privacy Officer at the address and telephone number indicated below.
• We will inform you as soon as we reasonably can if there is any unauthorized access to your personal health information.

Medical Profile

As part of HealthCare 365’s service offering, we securely upload and store parts of your personal health information in our Patient Relationship Management system, which provides our care team with your medical profile and you with secure access online. Your personal health information will not remain exclusively within Canada and may cross into the United States and other countries as the nature of accessing information online creates this inevitable possibility when accessing information outside of a virtual private network. By becoming a member of HealthCare 365, you are consenting to HealthCare 365 transferring parts of your personal health information onto a secure server that you will have access to online. If you have any reservation about this action, we would prefer you inform us so we can avoid placing your personal health information into this system.

Challenging Compliance

We will thoroughly investigate all written complaints addressed to our Chief Privacy Officer. If we find a written complaint to be justified, we will take all appropriate and reasonable measures, including, if necessary, amending our policies and practices.

Who to Contact for More Information and Concerns

Andrew Clarfield Chief Privacy Officer: HealthCare 365 Inc.

1867 Yonge Street, Suite 905 Toronto, ON M4S 1Y5

Tel: 647-880-5578 Email: privacy@healthcare365.org

Information Privacy Commissioner/Ontario:

2 Bloor Street East Toronto, Ontario M4W 1A8

Email: commissioner@ipc.on.ca Tel: (416) 326-3333 or 1 800 387-0073 Fax: (416) 325-9195

IPC Web: www.ipc.on.ca

Consent to This Privacy Policy

Your knowledge of and consent to this Privacy Policy is evidenced by virtue of your membership with HealthCare 365. If you are not completely satisfied with this Privacy Policy, we kindly request that you please submit or discuss with us your comments and concerns regarding this Privacy Policy. We would prefer to understand and address your concerns due to the sensitive nature of your personal health information.

1. Agreement Between User and HealthCare365 Inc.

These terms of use, as amended from time to time (“Terms”), are a binding contract between HealthCare365 (“HealthCare365”, “HC365” or “we”, “us”, “our”) and you (“you”, “Client”). You must read and agree to these terms, including the privacy policy and email communication policy before using HealthCare 365’s services, online portal, or any software, tools, applications, mobile applications, features or functionality provided by HealthCare 365 (collectively, the “Service”). By using the service, you agree to these terms. If you do not agree to these terms, do not use the service.
Our service is for consumer health management, education, and coordination use only. Nothing contained in this website, app or provided to you the consumer is or should be considered, or used as a substitute for, medical care, diagnosis or treatment. We advise users to always seek the advice of a physician or other qualified health care provider with any questions regarding personal health or medical conditions.
HealthCare 365 has the necessary qualifications, experience and abilities to provide supplemental healthcare management , education and coordination services subject to the Terms set out herein. The service does not provide insured healthcare services. We provide uninsured services that are complementary and supplementary to insured healthcare services. We will only provide the service subject to the Terms set out herein.
By becoming a client of HC365 and through the continued use of the Service, the Client:

1. authorizes HC365 to obtain personal health information directly from the Client, their health providers, their emergency contacts and anyone else who may be considered part of the Client’s circle of care;
2. authorizes HC365 to share their personal health information with their health providers, emergency contacts and anyone else who may be considered part of the Client’s circle of care unless specifically directly otherwise by the Client;
3. agrees that all persons who use Services under their account or with their authorization will be made aware of these Terms and the Client will take all reasonable measures to ensure their use complies with them;
4. acknowledges that the acts or omissions of all persons who use Services under their account or with their authorization will be treated for all purposes as the Client’s acts or omissions;
5. acknowledges that they have had the opportunity to review these Terms, the Privacy Policy, as well as the Email Communication Policy;
6. confirms that the information they has provided to us is up-to-date and accurate; and
7. agrees to notify us of any change in the Client’s information.

2. Modification of These Terms of Use

HealthCare365 reserves the right to change the terms, conditions, notices, which include the Privacy Policy and Email Communication Policy, under which the HealthCare365 Services are offered, including but not limited to the charges associated with the use of the HealthCare365 site. We encourage you to check back regularly to review these Terms at least once every 30 days.

3. Privacy Policy

Please see our Privacy Policy. Our Privacy Policy is part of and incorporated into these Terms.

4. Email Communication Policy

Please see our Email Communication Policy. Our Email Communication Policy is part of and incorporated into these Terms.

5. Modifications To Service

We reserve the right to change the URL, modify or discontinue, and restrict or block access to, the Service without notice to you. We may modify or remove any Content from the Service at any time without notice to you, including removal of Content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

6. Service

We provide management services that complement and supplement insured primary care services to deliver a comprehensive and managed primary care solution. The Service may consist of, but not be limited to, care coordination, development and management of health plans, management of known specialist referrals and hospital care, facilitated communication with alternative and allied care providers, 24-hour access to medical advice and triage, and health and wellness education. The Service may also include any other tasks which the parties may agree on.

7. Term

The Services will commence on the date you receive your access credentials (Username and initial Password) (the “Commencement Date”) and will continue thereafter unless either HealthCare 365, you or the employer or company sponsoring you terminates the relationship.

8. Termination or Cancellation

Right to Terminate

We may, at any time, with or without notice to you, terminate your access to the Service, and your Account, or block your access to the Service if:

1. We believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of HealthCare365, our users, or any other person;

Requested by law enforcement or other government agencies;Your Account has extended periods of inactivity; or

2. The employer or company sponsoring your access terminates their relationship with HealthCare365.

Notice of Termination

HealthCare365 has no responsibility to provide notice of termination or cancellation to HealthCare365. Should notice be provided, HealthCare365 will send any relevant communication to any address (email or otherwise) that we have for you in our records.

Effect of Termination

Upon termination of the Service, your agreement with HealthCare365 pursuant to these Terms will also terminate, except that the following provisions survive the termination: Section 10 “Materials Provided to HealthCare365 or Posted At Any HealthCare365 Site,” Section 11 “Disclaimer, Warranties, Exclusion of Damages, and Limitation of Liability,” Section 13 “Indemnification,” and the Privacy Policy. If your Account or access to the Service is terminated, you may no longer have access to the Content you posted on the Service.

9. Performance

Both HC365 and the Client agree to do everything reasonable to abide by the Terms set out herein.

Both HC365 and the Client acknowledge and agree that, for the purpose of providing the Service described herein and specifically with respect to the Client’s annual and ongoing health and wellness maintenance plans, both HC365 and the Client have an obligation to use such reasonable efforts that a prudent person desirous of achieving a result would use in similar circumstances to comply, develop, implement, and participate in ongoing efforts to achieve positive and progressive health outcomes.

HC365 and the Client acknowledge and agree that throughout the course of the relationship together they will work together to build and maintain a dignified, mutually respectful and mutually responsible relationship that involves the delivery of healthcare. This relationship acknowledges that all individuals:

• Are entitled to be cared for in a respectful, dignified and safe manner by competent health professionals
• Are entitled to privacy and confidentiality of their personal health information
• Are collaborative participants in decisions about their health matters
• Are active participants in healthcare planning and intervention
• Are active participants in the improvement of their health status
• Will use available healthcare resources responsibly

10. Materials Provided to HealthCare365 or Posted on Any HealthCare365 Site

Content Protected by Intellectual Property Rights; No Warranty.

Any content available through the Service, including tools, applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Content”) is protected by the intellectual property rights of HealthCare365 or its licensors. HealthCare365, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT:

• THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT; OR
• THE SATISFACTION OF ANY LAWS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUGS OR OTHER HEALTH-RELATED PRODUCTS AND SERVICES.

Your Warranties Regarding Your Content.

To post Content on the Site, you must first complete the Site registration process to create a password (the “Account”). Do not share your password with anyone. You must always provide accurate, current, and complete information to HealthCare365 for the Service. You must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Service through your Account will be deemed as being used by you. HealthCare365 is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

HealthCare365 does not claim ownership of the materials you provide to HealthCare365 (including feedback and suggestions) or post, upload, input or submit to any HealthCare365 Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting HealthCare365, its affiliated companies and necessary sublicenses permission to use your Submissions in connection with the operation of their business including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions.

No compensation will be paid with respect to the use of your Submissions, as provided herein. HealthCare365 is under no obligation to post or use any Submissions you may provide and may remove any Submissions at any time in HealthCare365’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submissions you warrant and represent that you own or otherwise control all of the rights to your Submissions as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Disclaimer, Warranties, Exclusion of Damages, and Limitation of Liability

HC365, its directors, officers, employees and/or consultants are not liable for any damage, illness, degradation in health, failure of performance, errors in communication, including loss of health, loss of business, loss of profits, loss of opportunity or any other indirect or consequential loss of damage whatsoever in connection with HC365’s Service delivery or lack thereof, and the Client hereby indemnifies HC365 in respect of same.

THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE.

THE SERVICE IS FOR CONSUMER HEALTH MANAGEMENT, EDUCATION, AND COORDINATION USE ONLY. NOTHING CONTAINED IN THIS SITE OR THE SERVICE IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL CARE, DIAGNOSIS OR TREATMENT. THE SERVICES AND THE SITE ARE HERE TO MANAGE, EDUCATE AND COORDINATE CONSUMERS ON HEALTH CARE AND MEDICAL ISSUES THAT MAY AFFECT THEIR DAILY LIVES. THIS SITE AND THE SERVICES DO NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE, DIAGNOSIS OR TREATMENT. WE ADVISE USERS TO ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF THIS SERVICE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY. IF YOU ARE IN THE UNITED STATES OR CANADA AND ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 OR CALL FOR EMERGENCY MEDICAL HELP ON THE NEAREST TELEPHONE. Health and medical information changes constantly. Therefore, the information provided on this Service or on the linked sites should not be considered current, complete or exhaustive, nor should you rely on such information to recommend a course of treatment for you or any other individual. Reliance on any information provided on the Service or the linked sites is solely at your own risk.

NO ENDORSEMENT

HealthCare365 DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED BY HealthCare365, HealthCare365 EMPLOYEES, OTHERS APPEARING ON THE SITE AT THE INVITATION OF HealthCare365, OR OTHER VISITORS TO THE SERVICE IS SOLELY AT YOUR OWN RISK.

YOU ACCEPT THE SERVICE “AS-IS”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HealthCare365 AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE HealthCare365 SITE, WITH THE DELAY OR INABILITY TO USE THE HealthCare365 SITE OR SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE HealthCare365 SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE HealthCare365 SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HealthCare365 OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HealthCare365 SITE, SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE HealthCare365 SITE AND SERVICE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

WE, AND OUR CONTENT PROVIDERS, CANNOT AND DO NOT GUARANTEE OR WARRANT AGAINST ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. USERS OF THE SERVICE ARE RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO HealthCare365 FOR THE RECONSTRUCTION OF ANY LOST DATA. HealthCare365 PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”. THAT MEANS THAT THE INFORMATION CONTAINED ON OR PROVIDED THROUGH THIS SERVICE IS INTENDED FOR GENERAL CONSUMER UNDERSTANDING AND EDUCATION. ANY ACCESS TO THIS SITE IS VOLUNTARY. WE WILL REGARD ALL ACCESS AS VOLUNTARY AND AT THE SOLE RISK OF THE USER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HealthCare365 MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, TOOLS, SOFTWARE, OR CONTENT INCLUDED IN THE SERVICE. HealthCare365 MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HealthCare365 EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.

HC365 has no responsibility for or liability to correct, validate, bring into compliance or make any other remedy to any problem with the Service, recommendations or communications that are caused in whole, or in part by the improper, inadequate or omitted information and/or usage by the Client, or any incompatibility or misunderstanding of the Client, or the Client’s environment, hardware or software in receiving, displaying or translating the Service, recommendations or communications.

You agree to hold HealthCare365 and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, independent contractors, licensors, experts, content providers, advisors, vendors, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for all damages, costs, expenses and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the tools, software, and other aspects of the Service and the Content; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any user of the Service and any dispute you have related to any merchant or advertising found on or through the Service; (iv) HealthCare365’s resolution (if any) of any dispute you have with any user of the Service; (v) your improper authorization for HealthCare365 to collect, use or disclose any Submission or Content provided by you; and (vi) any disclosures made with your permission.

12. Assignment

HC365 will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without prior written notification to the Client.

13. Dispute Resolution

In the event a dispute arises out of or in connection with these Terms & Conditions the parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Ontario. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Ontario.

14. Severability

If any provision of these Terms & Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of these Terms & Conditions shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify these Terms & Conditions so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.