Terms of Use

Last Updated: April 5, 2020

The following terms of use (the “Terms of Use”) govern your access to and use of: (a) the Carepoint Health website located at www.carepointhealth.io (the “Carepoint Website”); (b) any mobile device software provided by us to you through the Apple App Store or Google Play, as applicable (the “Carepoint Mobile Application”); and (c) all other services provided by Carepoint, as described on, or provided through, the Carepoint Website or the Carepoint Health Mobile Application (collectively, the “Carepoint Platform”). These Terms of Use form an agreement between Carepoint Health Inc. (“Carepoint”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity visiting the Carepoint Website, browsing, installing, downloading, accessing or otherwise using the Carepoint Platform (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE CAREPOINT PLATFORM (AS THAT TERM IS DEFINED ABOVE), YOU: (A) REPRESENT AND WARRANT THAT YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2 . IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE CAREPOINT PLATFORM. IF YOU ARE USING THE CAREPOINT PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

YOU ACKNOWELDGE AND AGREE THAT THE CAREPOINT PLATFORM AND THE CAREPOINT SERVICES PROVIDED BY US OR THROUGH THE CAREPOINT PLATFORM ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, JUDGMENT, DIAGNOSIS OR TREATMENT AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, JUDGMENT, DIAGNOSIS OR TREATMENT.

1.Permitted Use

The Carepoint Platform is provided solely (the “Permitted Use”) to assist you by providing you with tools and resources that may be helpful in your road to recovery (the “Carepoint Services”). 

As a condition of your use of the Carepoint Platform, you represent and warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Carepoint Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Carepoint Platform is true, accurate, current and complete.

Carepoint retains the right, at its sole discretion, to deny you access to the Carepoint Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You will cease and desist from any such access or use immediately upon request by Carepoint.

2. Changes to these Terms of Use and Carepoint Platform

Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued access to or use of the Carepoint Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly. We reserve the right to change any designs, graphics, pictures, videos, music, sounds, names, words, titles, phrases, logos, marks, information, material, images, text, data, media or content contained on or provided through the Carepoint Platform, including any care plans or information about third party providers of health or medical-related products or services (the “Content“) at any time, and from time to time, without notice.

3. License Grant to the Carepoint Mobile Application

Subject to these Terms of Use, we grant you a personal, revocable, non-exclusive and non-transferable license during the Term to use the Carepoint Mobile Application on your mobile device in accordance with these Terms of Use.

4. Data You Upload To Us

You grant to us a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that: (a) you load, transmit to or enter into the Carepoint Platform (including through a mobile device); or (b) we collect from your local computer system or mobile device or from third parties with your permission, and (in each case) including all results from processing such data, information, records and files, including compilations, and derivative works thereof, including for the purpose of: (i) providing the Carepoint Services and making available the Carepoint Platform; (ii) complying with applicable law; and (iii) complying with our reasonable audit and data retention policies.

5. User Account for Carepoint Mobile Application

You may be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Carepoint Platform and be issued with a username and password login credentials (the “User ID”) in order to use the Carepoint Mobile Application. If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User Account issued to you at any time in Carepoint’s sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Carepoint Mobile Application, or your account details.

6. Term and Termination

These Terms of Use will commence on the day you first use the Carepoint Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) Carepoint may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Carepoint’s discretion, by email (at your current email address on file with Carepoint) or through the Carepoint Platform; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Carepoint Platform) that your User Account be deleted, ceasing use of the Carepoint Platform and uninstalling and deleting the Carepoint Mobile Application.

7. Ownership

The Carepoint Platform and the Content, including (without limitation) all designs, graphics, pictures, illustrations, software, artwork, videos, music, sounds, names, words, titles, phrases, logos and marks displayed on the Carepoint Platform, are owned or licensed by us and are protected by copyright, trade-mark and other intellectual property laws.

We expressly reserve all rights in the Carepoint Platform, the Content, and all materials provided by us to you in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all rights, title and interest in the Carepoint Platform, the Content, and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with us (or our third party suppliers, if applicable), and that the Carepoint Platform and all materials provided by us hereunder are licensed and not “sold” to you.

All contents of the Carepoint Platform are: © 2020 Carepoint Health Inc.

8. Privacy Policy

Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use: www.carepointhealth.io/privacy-policy

9. No Unlawful or Prohibited Use

You will not, without our prior written permission, use the Carepoint Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not (and will not attempt to): (a) “frame”, “mirror”, “deep-link” or otherwise incorporate the Carepoint Platform or the Content or any part thereof on any website; (b) access, monitor or copy any part of the Carepoint Platform or the Content using any robot, spider, scraper or other automated means; (c) violate the restrictions in any robot exclusion headers on the Content or the Carepoint Platform or bypass or circumvent other measures employed to prevent or limit access to the Carepoint Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Carepoint Platform; (e) use the Carepoint Platform or Content as part of any service for sharing, lending or multi-person use, or for the benefit of any third party; (f) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption functionality, that protect the Carepoint Platform; (g) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Carepoint Platform or the Content; (h) create derivative works based on the Carepoint Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Carepoint Platform or the Content; (i) use or access the Carepoint Platform or the Content in a manner that violates the rights (including, but not limited to, intellectual property rights) of any third party; or (j) upload to or transmit through the Carepoint Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion.

10. Viruses

The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the Carepoint Platform or the Content are compatible with your computer system or that the Carepoint Platform or the Content, or any links from the Carepoint Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Carepoint Platform.

11. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Carepoint Platform. You understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Carepoint Platform.

12. Health and Medical Disclaimer

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT: 

(a) YOU SHOULD ONLY RELY ON YOUR PHYSICIAN OR OTHER HEALTH PROFESSIONAL FOR ADVICE ON ALL MEDICAL DECISIONS. THE CAREPOINT PLATFORM AND THE CAREPOINT SERVICES PROVIDED BY US THROUGH THE CAREPOINT PLATFORM ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, JUDGMENT, DIAGNOSIS OR TREATMENT AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, JUDGMENT, DIAGNOSIS OR TREATMENT; AND

(b) THE CAREPOINT PLATFORM IS NOT INTENDED FOR USE IN EMERGENCY, CRITICAL CARE, OR OTHER HIGH RISK SITUATIONS.

13. Disclaimer of Information Regarding Third Party Service Providers

WHILE THE CAREPOINT PLATFORM MAY PROVIDE INFORMATION (INCLUDING LINKS TO WEBSITES AND OTHER CONTACT INFORMATION) RELATED TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES SUCH AS PHARMACIES, THERAPISTS, SUPPLIERS OF MEDICAL OR HEALTH PRODUCTS, AND OTHER THIRD PARTY SERVICE PROVIDERS, NEITHER WE NOR OUR care provider PARTNERS ENDORSE ANY INFORMATION, PRODUCT OR SERVICES PROVIDED BY SUCH THIRD PARTIES NOR DO WE GUARANTEE THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSES OF SUCH INFORMATION, PRODUCTS AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, PRODUCTS AND SERVICES PROVIDED BY THIRD PARTIES ARE NOT UNDER OUR NOR OUR care provider PARTNERS’ CONTROL AND THAT YOU USE SUCH INFORMATION, SERVICES AND PRODUCTS ENTIRELY AT YOUR OWN RISK.

14. Disclaimer and Limitation of Liability

THE CAREPOINT PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE CAREPOINT PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE CAREPOINT PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE CAREPOINT PLATFORM OR THE CONTENT.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE CAREPOINT PLATFORM OR THE CONTENT EXCEED TEN CANADIAN DOLLARS ($10) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

15. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:

(a) your breach of any provision of these Terms of Use or any documents referenced herein;

(b) your violation of any law or the rights of a third party (including, without limitation, intellectual property rights); or

(c) your use of the Carepoint Platform or the Content (including, without limitation, your use of the Carepoint Platform in connection with any medical or health activities).

16. Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Carepoint Platform or the Content, notwithstanding your domicile, residency or physical location. You will only use the Carepoint Platform and the Content in jurisdictions where the Carepoint Platform and the Content may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Carepoint Platform or the Content.

17. Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Carepoint Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.