Welcome to the Curv Health application (the “Platform”), owned and operated by Curv Labs Inc. (the “Company”). The Company provides you (the “User”) with access to the Platform and other various services (collectively, the “Platform Services”) to help you find and contact allied healthcare service providers (“Providers”) and to facilitate your access to health and wellness services offered by such Providers (the “Allied Health Services”). These terms of service (the “Agreement”) are a legal agreement between you and Company.
BY CLICKING “AGREE” OR OTHERWISE USING THE PLATFORM OR SERVICES, YOU AGREE WITH COMPANY TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. YOU ARE NOT AUTHORIZED TO USE THIS PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS.
Curv Labs Inc. ("Company") offers a Referral Program as part of its Platform Services, designed to incentivize Users to introduce new members to the Curv Health application ("Platform"). Under this program, if a User refers an individual who then purchases either the "Specialist" or "Pro" package offered through the Platform, both the referring User and the referred new User shall each receive a $50 Nike gift card. This reward is issued as a token of appreciation for expanding the Curv Health community and fostering a more extensive network of health and wellness enthusiasts.
a. Eligibility: To participate in the Referral Program, Users must utilize their unique referral code when introducing new Users to the Platform. The referral is deemed successful when the new User completes the purchase of a qualifying package.
b. Reward Distribution: Rewards under this program are distributed following the successful purchase confirmation of the referred User. Both the referrer and the referred User will receive instructions on claiming their $50 Nike gift card via the email address associated with their User Account.
c. Conditions: The Referral Program reward cannot be exchanged for cash, is non-transferable, and may be subject to additional terms and conditions as specified by the issuer of the gift card. The Company reserves the right to modify, suspend, or discontinue the Referral Program at any time without notice, at its sole discretion. Participation in the Referral Program constitutes acceptance of these terms and any modifications thereto.
d. Limitations: Users are encouraged to refer as many new Users as possible; however, the Company may impose reasonable limits on the number of rewards a single User can earn to prevent abuse of the program.
e. Termination and Changes: The Company reserves the right to terminate a User's eligibility for the Referral Program or to refuse issuance of rewards if it determines, in its sole discretion, that the User has engaged in fraudulent referral activity or has violated any terms of this Agreement or the Referral Program.
By participating in the Referral Program, Users agree to abide by the terms and conditions herein. This Referral Program is subject to all applicable laws and regulations and is void where prohibited.
Access to the Platform is granted by way of a unique user account created by registering on the Platform (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to delete a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented the User’s age, identity, or any other information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
Each User Account requires a name, email address, as well as other security and authentication information (the “Login Credentials”). User is responsible for maintaining the confidentiality of User’s Login Credentials and for all activities that occur under User’s Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; (ii) use anyone else’s Login Credentials other than User’s own; or (iii) attempt to gain control of anyone else’s Login Credentials. User agrees to (A) notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (B) immediately change User’s password if the Login Credentials are compromised in any way; and (C) ensure that User fully logs out from User’s User Account at the end of each session. User acknowledges and agrees that (1) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (2) Company will not be liable for any loss or damage arising from User’s failure to comply with this Section.
User may use the Platform and the Platform Services to communicate with Providers and access Allied Health Services made available to Users by such Providers through the Platform, subject to the terms of this Agreement. For certainty, Platform Services expressly exclude the Allied Health Services provided by Providers. Company reserves the right to make changes to Platform and the Platform Services (including to impose limits on certain features or services) at any time in its sole discretion without notice. Although reasonable efforts are taken to keep any information on or linked through the Platform updated, Company cannot guarantee that the information on the Platform is correct or up-to-date. Notwithstanding any language to the contrary in this Agreement, or on the Platform, nothing on or in the Platform constitutes any medical or professional advice provided by Company to User. The Platform is not intended to be used for MEDICAL EMERGENCIES. If User has a medical emergency, it is User’s sole responsibility to seek medical treatment, including by dialing 9-1-1 or attending to a hospital or urgent care centre.
Company will provide support to User relating to the use of the Platform during Company regular business hours comprised of: (i) answering of general questions concerning the Platform and User’s use of the Platform; (ii) using commercially reasonable efforts to correct Platform problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform.
Company intends to make the Platform available to User on a continuous basis other than during any maintenance period and when access to the Platform is suspended for technical or emergency (including security) reasons. However, there may be other times when the Platform (and the Allied Health Services provided thereon) may not be available, and Company retains the right to make the Platform unavailable from time to time for any reason. User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Platform or for User’s inability to reach Providers or access Allied Health Services.
The Platform serves as a venue for the User to communicate with Providers and access Allied Health Services made available by such Providers, which Providers may be independent contractors engaged by Company or other third parties using the Platform to provide Allied Health Services. User expressly acknowledge and agree that, unless otherwise expressly specified by Company, all Allied Health Services are provided solely by the applicable Provider, and not Company. Company does not endorse, warranty or guarantee the effectiveness of Allied Health Service or any specific course of action, resources, tests, physician or other health care provider recommendations, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Platform or by any Provider. If Company or any Provider provides to User, on the Platform or otherwise, any recommendations that identify for User, based on User’s User Data (defined below in Section 4) and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with User’s physician. Company will have no responsibility or liability whatsoever relating to any personal injury User may suffer as a result of User’s access to or use of the Allied Health Services, including in connection with any exercises or acts User may engage in as instructed by any Providers. Reliance by User on any information provided by Company, Company’s employees, Providers, or other persons appearing on the Platform at the invitation of Company is solely at User’s own risk. The views or opinions of any Providers do not necessarily reflect the views of Company.
Use of the Platform is subject to all applicable laws and regulations, any acceptable use policies adopted by the Company and made available to User through the Platform, as well as applicable terms and requirements of any applicable Third Party (as defined below), and User is solely responsible to ensure that User’s use of the Platform and the Allied Health Services provided through the Platform complies with all such laws, regulations, policies, and third party terms and requirements.
Subject to User’s compliance with this Agreement, Company grants to User a limited, revocable, non-exclusive and non-transferable license to access the Platform to: (i) communicate with Providers and access Allied Health Services, and (ii) otherwise access information, content, and other materials that are identified as being owned, provided by or otherwise is the content of Company and displayed or accessible through the Platform (“Platform Content”) solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform. Any use of the Platform that is not for one of these purposes or otherwise in accordance with this Agreement is expressly prohibited.
Unauthorized uses of the Platform include, without limitation, those listed below. User shall not (and shall not allow any third party to):
User is responsible for providing all equipment necessary to establish a connection to the Internet, and equipment needed to access the Internet. The user is also responsible for any applicable wireless, connection and service fees associated with such access.
The Platform may allow User to communicate with third parties on or through the Platform, including Providers and other third parties such as advertisers, insurance brokers, payment processing vendors and other service providers (the “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company.
In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase services from or participate in promotions of a Third Party (“Third Party Service”). User acknowledges and agree that the provision of any Third Party Service is provided solely by the applicable Third Party, and not Company, and may be subject to the terms and conditions of such Third Party (“Third Party Terms”). Company will have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party and is not a party to any Third Party Terms (if any). Use of any Third Party Service is solely at User’s risk.
User acknowledges and agrees that Company may operate the Platform , provide Platform Services, and store content and data (including User Data and User Account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
“User Data” means any content, data or materials uploaded by a User to the Platform, including personal health information (as defined in the Privacy Policy), financial information, postings, messages, text, images, photos, files, identification, video, key word data and other information, documents or other materials.
All User Data is the sole responsibility of the User from whom such User Data originated. Company disclaims any and all liability relating to the User Data.
User represents and warrants that all User Data made available to and through the Platform: (i) are true, accurate and current; (ii) do not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (iii) are provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
User retains all pre-existing rights in the User Data. Each User grants Company (inclusive of any third party authorized by Company in connection with the operation of the Platform and performance of the Platform) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating the Platform and performing the Platform Services.
For certainty, the license granted by User to Company to User Data in Section 4.4 permits Company to provide User Data to Providers, and to facilitate the communication of User Data by User to Providers, in connection with User’s use of the Platform or the Allied Health Services. User expressly acknowledges and agrees that: (i) User solely responsible for any User Data provided to Providers; (ii) Company has no control over Providers’ use of any User Data; and (iii) Company will have no liability or responsibility to User for any unauthorized use or disclosure of User Data by any Provider.
Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
Company reserves the right to remove any User Data that violates the terms of this Agreement or for any other reason that Company determines, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any or Company’s refusal to post any User Data.
The Platform may provide User with the ability to make payments to Providers for Allied Services. User may make payments using a valid credit card or other accepted payment method identified on the Platform. To the extent that User engages any Provider through the Platform to receive Allied Health Services, User hereby authorizes Company to initiate payment or a series of payments using User’s payment method registered on file with Company as follows:
All payments made by User under this Agreement will be made and processed using a Third Party Service provided by a Third Party payment processor. The processing of payments or credits, as applicable will be subject to the Third Party Terms of the Third Party payment processor and applicable credit card issuer. Company is not responsible for any errors by the payment processor and User will resolve any disputes for amounts charged directly with the payment processor. In connection with User’s use of the Platform and receipt of Allied Health Services, Company may obtain certain transaction details, which Company will use solely in accordance with the terms of this Agreement and the Privacy Policy. User will be responsible to obtain all necessary authorizations and consents to process User credit cards and other permitted payment cards and methods.
Company reserves the right, in Company’s sole discretion, to charge User additional fees for Platform Services or Allied Health Services at any time. Company will obtain User’s approval prior to charging User such additional fees.
Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on request. If the terms of this Agreement are revised, User will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform. This Agreement cannot otherwise be amended or modified. IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM.
User agrees to defend (at its sole cost and expense), indemnify and hold harmless Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors (each a “Company Party” and together, the “Company Parties”) from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Platform Services or the Allied Health Services; (ii) claims asserted against Company Parties by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform Services, Allied Health Services, or any Third Party Services; (iii) User Data, including any claim by a Third Party that the display or other use of User Data infringes the rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM AND THE SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALLIED HEALTH SERVICES): (I) ARE FIT FOR A PARTICULAR PURPOSE; (II) DO NOT INFRINGE THIRD PARTY RIGHTS; (III) ARE ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES OR USER DATA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY SERVICES OR CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENT AND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).
USER ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN USER AND COMPANY, COMPANY IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER, AND USER WILL BE SOLELY RESPONSIBLE TO DIRECTLY RESOLVE DISPUTES WITH, AND PURSUE REMEDIES AGAINST, PROVIDERS IN RESPECT OF ANY SUCH ACTS OR OMISSIONS (INCLUDING ANY ALLIED HEALTH SERVICES OR ANY PROVIDER’S FAILURE TO PROVIDE ADEQUATE ALLIED HEALTH SERVICES).
Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Data; (ii) any Third Party Service or Allied Health Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between User and Third Parties.
No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.
The Platform, inclusive of all technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform granted to User, Company reserves all rights in and to the Platform and no implied rights or licenses are granted.
The Curv Health and Curv Labs name, logo and other trademarks, trade names, or service marks related to the Platform displayed on the Platform are the trade-marks of Curv Health (“Curv Health Marks”). User is not authorized to use or display the Curv Health Marks, without the express prior permission of Curv Health. Ownership of all Curv Health Marks and the goodwill associated therewith remain with Curv Health. All other trademarks are the property of their respective owners.
Where personal information is collected in connection with User’s registration and use of the Platform Services and Allied Health Services, the collection, use and disclosure of personal information shall be in accordance with Company’s privacy policy, available at https://www.curvhealth.com/privacy-policy. User is responsible for its compliance with all applicable privacy laws and covenants that all personal information, including any personal health information, provided to Company or uploaded to the Platform is provided in compliance with all applicable laws.
Company has implemented security policies and practices that are designed to protect the security and integrity of the Platform and data, content and messages submitted to the Platform or Company by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform.
Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Platform without notice if User fails to comply with any provision of this Agreement. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
Company reserves the right to suspend or terminate User’s access to the Platform or any Allied Health Service with or without notice, to User for any reason whatsoever. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Subsection, User will receive a pro-rata refund of any prepaid fees paid to Company for Allied Health Services that have not been provided. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Platform, including on account of any expenditures or investments or other commitments made, or actions taken in reliance on the expected continuation of the Platform.
User may cease to use the Platform at any time subject to the terms of this Agreement concerning the payment of fees.
In the event of a termination of this Agreement:
(i) Company shall cease performing the Platform Services and User’s access to the Platform and licenses to Platform Content shall terminate;
(ii) User will remain obligated to make any payments due hereunder which remain unpaid; and
(iii) Company may provide the User with thirty (30) days to retrieve any User Data it has placed on the Platform; User may be archived by Company and archived data can be deleted on request of User to Company.
User hereby represents and warrants to Company that (i) User has the right to submit and use any User Data that User submit in the manner User has done so to or through the Platform and/or through User’s User Account; (ii) User has the right to grant the permissions granted under this Agreement; (iii) User’s performance under this Agreement and the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which User is currently bound or will become bound in the future; and (iv) User’s performance under this Agreement will comply with all applicable laws, rules and regulations.
This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.
All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “include” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.
Welcome to the Curv Health application (the “Platform”), owned and operated by Curv Labs Inc. (the “Company”). The Company provides you (the “User”) with access to the Platform and other various services (collectively, the “Platform Services”) to help you find and contact allied healthcare service providers (“Providers”) and to facilitate your access to health and wellness services offered by such Providers (the “Allied Health Services”). These terms of service (the “Agreement”) are a legal agreement between you and Company.
BY CLICKING “AGREE” OR OTHERWISE USING THE PLATFORM OR SERVICES, YOU AGREE WITH COMPANY TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. YOU ARE NOT AUTHORIZED TO USE THIS PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS.
Access to the Platform is granted by way of a unique user account created by registering on the Platform (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to delete a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented the User’s age, identity, or any other information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
Each User Account requires a name, email address, as well as other security and authentication information (the “Login Credentials”). User is responsible for maintaining the confidentiality of User’s Login Credentials and for all activities that occur under User’s Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; (ii) use anyone else’s Login Credentials other than User’s own; or (iii) attempt to gain control of anyone else’s Login Credentials. User agrees to (A) notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (B) immediately change User’s password if the Login Credentials are compromised in any way; and (C) ensure that User fully logs out from User’s User Account at the end of each session. User acknowledges and agrees that (1) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (2) Company will not be liable for any loss or damage arising from User’s failure to comply with this Section.
User may use the Platform and the Platform Services to communicate with Providers and access Allied Health Services made available to Users by such Providers through the Platform, subject to the terms of this Agreement. For certainty, Platform Services expressly exclude the Allied Health Services provided by Providers. Company reserves the right to make changes to Platform and the Platform Services (including to impose limits on certain features or services) at any time in its sole discretion without notice. Although reasonable efforts are taken to keep any information on or linked through the Platform updated, Company cannot guarantee that the information on the Platform is correct or up-to-date. Notwithstanding any language to the contrary in this Agreement, or on the Platform, nothing on or in the Platform constitutes any medical or professional advice provided by Company to User. The Platform is not intended to be used for MEDICAL EMERGENCIES. If User has a medical emergency, it is User’s sole responsibility to seek medical treatment, including by dialing 9-1-1 or attending to a hospital or urgent care centre.
Company will provide support to User relating to the use of the Platform during Company regular business hours comprised of: (i) answering of general questions concerning the Platform and User’s use of the Platform; (ii) using commercially reasonable efforts to correct Platform problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform.
Company intends to make the Platform available to User on a continuous basis other than during any maintenance period and when access to the Platform is suspended for technical or emergency (including security) reasons. However, there may be other times when the Platform (and the Allied Health Services provided thereon) may not be available, and Company retains the right to make the Platform unavailable from time to time for any reason. User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Platform or for User’s inability to reach Providers or access Allied Health Services.
The Platform serves as a venue for the User to communicate with Providers and access Allied Health Services made available by such Providers, which Providers may be independent contractors engaged by Company or other third parties using the Platform to provide Allied Health Services. User expressly acknowledge and agree that, unless otherwise expressly specified by Company, all Allied Health Services are provided solely by the applicable Provider, and not Company. Company does not endorse, warranty or guarantee the effectiveness of Allied Health Service or any specific course of action, resources, tests, physician or other health care provider recommendations, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Platform or by any Provider. If Company or any Provider provides to User, on the Platform or otherwise, any recommendations that identify for User, based on User’s User Data (defined below in Section 4) and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with User’s physician. Company will have no responsibility or liability whatsoever relating to any personal injury User may suffer as a result of User’s access to or use of the Allied Health Services, including in connection with any exercises or acts User may engage in as instructed by any Providers. Reliance by User on any information provided by Company, Company’s employees, Providers, or other persons appearing on the Platform at the invitation of Company is solely at User’s own risk. The views or opinions of any Providers do not necessarily reflect the views of Company.
Use of the Platform is subject to all applicable laws and regulations, any acceptable use policies adopted by the Company and made available to User through the Platform, as well as applicable terms and requirements of any applicable Third Party (as defined below), and User is solely responsible to ensure that User’s use of the Platform and the Allied Health Services provided through the Platform complies with all such laws, regulations, policies, and third party terms and requirements.
Subject to User’s compliance with this Agreement, Company grants to User a limited, revocable, non-exclusive and non-transferable license to access the Platform to: (i) communicate with Providers and access Allied Health Services, and (ii) otherwise access information, content, and other materials that are identified as being owned, provided by or otherwise is the content of Company and displayed or accessible through the Platform (“Platform Content”) solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform. Any use of the Platform that is not for one of these purposes or otherwise in accordance with this Agreement is expressly prohibited.
Unauthorized uses of the Platform include, without limitation, those listed below. User shall not (and shall not allow any third party to):
User is responsible for providing all equipment necessary to establish a connection to the Internet, and equipment needed to access the Internet. The user is also responsible for any applicable wireless, connection and service fees associated with such access.
The Platform may allow User to communicate with third parties on or through the Platform, including Providers and other third parties such as advertisers, insurance brokers, payment processing vendors and other service providers (the “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company.
In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase services from or participate in promotions of a Third Party (“Third Party Service”). User acknowledges and agree that the provision of any Third Party Service is provided solely by the applicable Third Party, and not Company, and may be subject to the terms and conditions of such Third Party (“Third Party Terms”). Company will have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party and is not a party to any Third Party Terms (if any). Use of any Third Party Service is solely at User’s risk.
User acknowledges and agrees that Company may operate the Platform , provide Platform Services, and store content and data (including User Data and User Account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
“User Data” means any content, data or materials uploaded by a User to the Platform, including personal health information (as defined in the Privacy Policy), financial information, postings, messages, text, images, photos, files, identification, video, key word data and other information, documents or other materials.
All User Data is the sole responsibility of the User from whom such User Data originated. Company disclaims any and all liability relating to the User Data.
User represents and warrants that all User Data made available to and through the Platform: (i) are true, accurate and current; (ii) do not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (iii) are provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
User retains all pre-existing rights in the User Data. Each User grants Company (inclusive of any third party authorized by Company in connection with the operation of the Platform and performance of the Platform) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating the Platform and performing the Platform Services.
For certainty, the license granted by User to Company to User Data in Section 4.4 permits Company to provide User Data to Providers, and to facilitate the communication of User Data by User to Providers, in connection with User’s use of the Platform or the Allied Health Services. User expressly acknowledges and agrees that: (i) User solely responsible for any User Data provided to Providers; (ii) Company has no control over Providers’ use of any User Data; and (iii) Company will have no liability or responsibility to User for any unauthorized use or disclosure of User Data by any Provider.
Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
Company reserves the right to remove any User Data that violates the terms of this Agreement or for any other reason that Company determines, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any or Company’s refusal to post any User Data.
The Platform may provide User with the ability to make payments to Providers for Allied Services. User may make payments using a valid credit card or other accepted payment method identified on the Platform. To the extent that User engages any Provider through the Platform to receive Allied Health Services, User hereby authorizes Company to initiate payment or a series of payments using User’s payment method registered on file with Company as follows:
All payments made by User under this Agreement will be made and processed using a Third Party Service provided by a Third Party payment processor. The processing of payments or credits, as applicable will be subject to the Third Party Terms of the Third Party payment processor and applicable credit card issuer. Company is not responsible for any errors by the payment processor and User will resolve any disputes for amounts charged directly with the payment processor. In connection with User’s use of the Platform and receipt of Allied Health Services, Company may obtain certain transaction details, which Company will use solely in accordance with the terms of this Agreement and the Privacy Policy. User will be responsible to obtain all necessary authorizations and consents to process User credit cards and other permitted payment cards and methods.
Company reserves the right, in Company’s sole discretion, to charge User additional fees for Platform Services or Allied Health Services at any time. Company will obtain User’s approval prior to charging User such additional fees.
Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on request. If the terms of this Agreement are revised, User will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform. This Agreement cannot otherwise be amended or modified. IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM.
User agrees to defend (at its sole cost and expense), indemnify and hold harmless Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors (each a “Company Party” and together, the “Company Parties”) from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Platform Services or the Allied Health Services; (ii) claims asserted against Company Parties by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform Services, Allied Health Services, or any Third Party Services; (iii) User Data, including any claim by a Third Party that the display or other use of User Data infringes the rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM AND THE SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALLIED HEALTH SERVICES): (I) ARE FIT FOR A PARTICULAR PURPOSE; (II) DO NOT INFRINGE THIRD PARTY RIGHTS; (III) ARE ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES OR USER DATA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY SERVICES OR CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENT AND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).
USER ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN USER AND COMPANY, COMPANY IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER, AND USER WILL BE SOLELY RESPONSIBLE TO DIRECTLY RESOLVE DISPUTES WITH, AND PURSUE REMEDIES AGAINST, PROVIDERS IN RESPECT OF ANY SUCH ACTS OR OMISSIONS (INCLUDING ANY ALLIED HEALTH SERVICES OR ANY PROVIDER’S FAILURE TO PROVIDE ADEQUATE ALLIED HEALTH SERVICES).
Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Data; (ii) any Third Party Service or Allied Health Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between User and Third Parties.
No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.
The Platform, inclusive of all technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform granted to User, Company reserves all rights in and to the Platform and no implied rights or licenses are granted.
The Curv Health and Curv Labs name, logo and other trademarks, trade names, or service marks related to the Platform displayed on the Platform are the trade-marks of Curv Health (“Curv Health Marks”). User is not authorized to use or display the Curv Health Marks, without the express prior permission of Curv Health. Ownership of all Curv Health Marks and the goodwill associated therewith remain with Curv Health. All other trademarks are the property of their respective owners.
Where personal information is collected in connection with User’s registration and use of the Platform Services and Allied Health Services, the collection, use and disclosure of personal information shall be in accordance with Company’s privacy policy, available at https://www.curvhealth.com/privacy-policy. User is responsible for its compliance with all applicable privacy laws and covenants that all personal information, including any personal health information, provided to Company or uploaded to the Platform is provided in compliance with all applicable laws.
Company has implemented security policies and practices that are designed to protect the security and integrity of the Platform and data, content and messages submitted to the Platform or Company by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform.
Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Platform without notice if User fails to comply with any provision of this Agreement. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
Company reserves the right to suspend or terminate User’s access to the Platform or any Allied Health Service with or without notice, to User for any reason whatsoever. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Subsection, User will receive a pro-rata refund of any prepaid fees paid to Company for Allied Health Services that have not been provided. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Platform, including on account of any expenditures or investments or other commitments made, or actions taken in reliance on the expected continuation of the Platform.
User may cease to use the Platform at any time subject to the terms of this Agreement concerning the payment of fees.
In the event of a termination of this Agreement:
(i) Company shall cease performing the Platform Services and User’s access to the Platform and licenses to Platform Content shall terminate;
(ii) User will remain obligated to make any payments due hereunder which remain unpaid; and
(iii) Company may provide the User with thirty (30) days to retrieve any User Data it has placed on the Platform; User may be archived by Company and archived data can be deleted on request of User to Company.
User hereby represents and warrants to Company that (i) User has the right to submit and use any User Data that User submit in the manner User has done so to or through the Platform and/or through User’s User Account; (ii) User has the right to grant the permissions granted under this Agreement; (iii) User’s performance under this Agreement and the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which User is currently bound or will become bound in the future; and (iv) User’s performance under this Agreement will comply with all applicable laws, rules and regulations.
This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.
All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “include” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.
Welcome to the Curv Health application (the “Platform”), owned and operated by Curv Labs Inc. (the “Company”). The Company provides you (the “User”) with access to the Platform and other various services (collectively, the “Platform Services”) to help you find and contact allied healthcare service providers (“Providers”) and to facilitate your access to health and wellness services offered by such Providers (the “Allied Health Services”). These terms of service (the “Agreement”) are a legal agreement between you and Company.
BY CLICKING “AGREE” OR OTHERWISE USING THE PLATFORM OR SERVICES, YOU AGREE WITH COMPANY TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. YOU ARE NOT AUTHORIZED TO USE THIS PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS.
Access to the Platform is granted by way of a unique user account created by registering on the Platform (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to delete a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented the User’s age, identity, or any other information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
Each User Account requires a name, email address, as well as other security and authentication information (the “Login Credentials”). User is responsible for maintaining the confidentiality of User’s Login Credentials and for all activities that occur under User’s Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; (ii) use anyone else’s Login Credentials other than User’s own; or (iii) attempt to gain control of anyone else’s Login Credentials. User agrees to (A) notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (B) immediately change User’s password if the Login Credentials are compromised in any way; and (C) ensure that User fully logs out from User’s User Account at the end of each session. User acknowledges and agrees that (1) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (2) Company will not be liable for any loss or damage arising from User’s failure to comply with this Section.
User may use the Platform and the Platform Services to communicate with Providers and access Allied Health Services made available to Users by such Providers through the Platform, subject to the terms of this Agreement. For certainty, Platform Services expressly exclude the Allied Health Services provided by Providers. Company reserves the right to make changes to Platform and the Platform Services (including to impose limits on certain features or services) at any time in its sole discretion without notice. Although reasonable efforts are taken to keep any information on or linked through the Platform updated, Company cannot guarantee that the information on the Platform is correct or up-to-date. Notwithstanding any language to the contrary in this Agreement, or on the Platform, nothing on or in the Platform constitutes any medical or professional advice provided by Company to User. The Platform is not intended to be used for MEDICAL EMERGENCIES. If User has a medical emergency, it is User’s sole responsibility to seek medical treatment, including by dialing 9-1-1 or attending to a hospital or urgent care centre.
Company will provide support to User relating to the use of the Platform during Company regular business hours comprised of: (i) answering of general questions concerning the Platform and User’s use of the Platform; (ii) using commercially reasonable efforts to correct Platform problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform.
Company intends to make the Platform available to User on a continuous basis other than during any maintenance period and when access to the Platform is suspended for technical or emergency (including security) reasons. However, there may be other times when the Platform (and the Allied Health Services provided thereon) may not be available, and Company retains the right to make the Platform unavailable from time to time for any reason. User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Platform or for User’s inability to reach Providers or access Allied Health Services.
The Platform serves as a venue for the User to communicate with Providers and access Allied Health Services made available by such Providers, which Providers may be independent contractors engaged by Company or other third parties using the Platform to provide Allied Health Services. User expressly acknowledge and agree that, unless otherwise expressly specified by Company, all Allied Health Services are provided solely by the applicable Provider, and not Company. Company does not endorse, warranty or guarantee the effectiveness of Allied Health Service or any specific course of action, resources, tests, physician or other health care provider recommendations, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Platform or by any Provider. If Company or any Provider provides to User, on the Platform or otherwise, any recommendations that identify for User, based on User’s User Data (defined below in Section 4) and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with User’s physician. Company will have no responsibility or liability whatsoever relating to any personal injury User may suffer as a result of User’s access to or use of the Allied Health Services, including in connection with any exercises or acts User may engage in as instructed by any Providers. Reliance by User on any information provided by Company, Company’s employees, Providers, or other persons appearing on the Platform at the invitation of Company is solely at User’s own risk. The views or opinions of any Providers do not necessarily reflect the views of Company.
Use of the Platform is subject to all applicable laws and regulations, any acceptable use policies adopted by the Company and made available to User through the Platform, as well as applicable terms and requirements of any applicable Third Party (as defined below), and User is solely responsible to ensure that User’s use of the Platform and the Allied Health Services provided through the Platform complies with all such laws, regulations, policies, and third party terms and requirements.
Subject to User’s compliance with this Agreement, Company grants to User a limited, revocable, non-exclusive and non-transferable license to access the Platform to: (i) communicate with Providers and access Allied Health Services, and (ii) otherwise access information, content, and other materials that are identified as being owned, provided by or otherwise is the content of Company and displayed or accessible through the Platform (“Platform Content”) solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform. Any use of the Platform that is not for one of these purposes or otherwise in accordance with this Agreement is expressly prohibited.
Unauthorized uses of the Platform include, without limitation, those listed below. User shall not (and shall not allow any third party to):
User is responsible for providing all equipment necessary to establish a connection to the Internet, and equipment needed to access the Internet. The user is also responsible for any applicable wireless, connection and service fees associated with such access.
The Platform may allow User to communicate with third parties on or through the Platform, including Providers and other third parties such as advertisers, insurance brokers, payment processing vendors and other service providers (the “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company.
In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase services from or participate in promotions of a Third Party (“Third Party Service”). User acknowledges and agree that the provision of any Third Party Service is provided solely by the applicable Third Party, and not Company, and may be subject to the terms and conditions of such Third Party (“Third Party Terms”). Company will have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party and is not a party to any Third Party Terms (if any). Use of any Third Party Service is solely at User’s risk.
User acknowledges and agrees that Company may operate the Platform , provide Platform Services, and store content and data (including User Data and User Account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
“User Data” means any content, data or materials uploaded by a User to the Platform, including personal health information (as defined in the Privacy Policy), financial information, postings, messages, text, images, photos, files, identification, video, key word data and other information, documents or other materials.
All User Data is the sole responsibility of the User from whom such User Data originated. Company disclaims any and all liability relating to the User Data.
User represents and warrants that all User Data made available to and through the Platform: (i) are true, accurate and current; (ii) do not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (iii) are provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
User retains all pre-existing rights in the User Data. Each User grants Company (inclusive of any third party authorized by Company in connection with the operation of the Platform and performance of the Platform) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating the Platform and performing the Platform Services.
For certainty, the license granted by User to Company to User Data in Section 4.4 permits Company to provide User Data to Providers, and to facilitate the communication of User Data by User to Providers, in connection with User’s use of the Platform or the Allied Health Services. User expressly acknowledges and agrees that: (i) User solely responsible for any User Data provided to Providers; (ii) Company has no control over Providers’ use of any User Data; and (iii) Company will have no liability or responsibility to User for any unauthorized use or disclosure of User Data by any Provider.
Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
Company reserves the right to remove any User Data that violates the terms of this Agreement or for any other reason that Company determines, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any or Company’s refusal to post any User Data.
The Platform may provide User with the ability to make payments to Providers for Allied Services. User may make payments using a valid credit card or other accepted payment method identified on the Platform. To the extent that User engages any Provider through the Platform to receive Allied Health Services, User hereby authorizes Company to initiate payment or a series of payments using User’s payment method registered on file with Company as follows:
All payments made by User under this Agreement will be made and processed using a Third Party Service provided by a Third Party payment processor. The processing of payments or credits, as applicable will be subject to the Third Party Terms of the Third Party payment processor and applicable credit card issuer. Company is not responsible for any errors by the payment processor and User will resolve any disputes for amounts charged directly with the payment processor. In connection with User’s use of the Platform and receipt of Allied Health Services, Company may obtain certain transaction details, which Company will use solely in accordance with the terms of this Agreement and the Privacy Policy. User will be responsible to obtain all necessary authorizations and consents to process User credit cards and other permitted payment cards and methods.
Company reserves the right, in Company’s sole discretion, to charge User additional fees for Platform Services or Allied Health Services at any time. Company will obtain User’s approval prior to charging User such additional fees.
Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on request. If the terms of this Agreement are revised, User will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform. This Agreement cannot otherwise be amended or modified. IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM.
User agrees to defend (at its sole cost and expense), indemnify and hold harmless Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors (each a “Company Party” and together, the “Company Parties”) from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Platform Services or the Allied Health Services; (ii) claims asserted against Company Parties by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform Services, Allied Health Services, or any Third Party Services; (iii) User Data, including any claim by a Third Party that the display or other use of User Data infringes the rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM AND THE SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALLIED HEALTH SERVICES): (I) ARE FIT FOR A PARTICULAR PURPOSE; (II) DO NOT INFRINGE THIRD PARTY RIGHTS; (III) ARE ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES OR USER DATA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY SERVICES OR CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENT AND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).
USER ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN USER AND COMPANY, COMPANY IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER, AND USER WILL BE SOLELY RESPONSIBLE TO DIRECTLY RESOLVE DISPUTES WITH, AND PURSUE REMEDIES AGAINST, PROVIDERS IN RESPECT OF ANY SUCH ACTS OR OMISSIONS (INCLUDING ANY ALLIED HEALTH SERVICES OR ANY PROVIDER’S FAILURE TO PROVIDE ADEQUATE ALLIED HEALTH SERVICES).
Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Data; (ii) any Third Party Service or Allied Health Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between User and Third Parties.
No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.
The Platform, inclusive of all technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform granted to User, Company reserves all rights in and to the Platform and no implied rights or licenses are granted.
The Curv Health and Curv Labs name, logo and other trademarks, trade names, or service marks related to the Platform displayed on the Platform are the trade-marks of Curv Health (“Curv Health Marks”). User is not authorized to use or display the Curv Health Marks, without the express prior permission of Curv Health. Ownership of all Curv Health Marks and the goodwill associated therewith remain with Curv Health. All other trademarks are the property of their respective owners.
Where personal information is collected in connection with User’s registration and use of the Platform Services and Allied Health Services, the collection, use and disclosure of personal information shall be in accordance with Company’s privacy policy, available at https://www.curvhealth.com/privacy-policy. User is responsible for its compliance with all applicable privacy laws and covenants that all personal information, including any personal health information, provided to Company or uploaded to the Platform is provided in compliance with all applicable laws.
Company has implemented security policies and practices that are designed to protect the security and integrity of the Platform and data, content and messages submitted to the Platform or Company by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform.
Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Platform without notice if User fails to comply with any provision of this Agreement. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
Company reserves the right to suspend or terminate User’s access to the Platform or any Allied Health Service with or without notice, to User for any reason whatsoever. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Subsection, User will receive a pro-rata refund of any prepaid fees paid to Company for Allied Health Services that have not been provided. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Platform, including on account of any expenditures or investments or other commitments made, or actions taken in reliance on the expected continuation of the Platform.
User may cease to use the Platform at any time subject to the terms of this Agreement concerning the payment of fees.
In the event of a termination of this Agreement:
(i) Company shall cease performing the Platform Services and User’s access to the Platform and licenses to Platform Content shall terminate;
(ii) User will remain obligated to make any payments due hereunder which remain unpaid; and
(iii) Company may provide the User with thirty (30) days to retrieve any User Data it has placed on the Platform; User may be archived by Company and archived data can be deleted on request of User to Company.
User hereby represents and warrants to Company that (i) User has the right to submit and use any User Data that User submit in the manner User has done so to or through the Platform and/or through User’s User Account; (ii) User has the right to grant the permissions granted under this Agreement; (iii) User’s performance under this Agreement and the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which User is currently bound or will become bound in the future; and (iv) User’s performance under this Agreement will comply with all applicable laws, rules and regulations.
This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.
All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “include” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.
Welcome to the Curv Health application (the “Platform”), owned and operated by Curv Labs Inc. (the “Company”). The Company provides you (the “User”) with access to the Platform and other various services (collectively, the “Platform Services”) to help you find and contact allied healthcare service providers (“Providers”) and to facilitate your access to health and wellness services offered by such Providers (the “Allied Health Services”). These terms of service (the “Agreement”) are a legal agreement between you and Company.
BY CLICKING “AGREE” OR OTHERWISE USING THE PLATFORM OR SERVICES, YOU AGREE WITH COMPANY TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. YOU ARE NOT AUTHORIZED TO USE THIS PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS.
Access to the Platform is granted by way of a unique user account created by registering on the Platform (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to delete a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented the User’s age, identity, or any other information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
Each User Account requires a name, email address, as well as other security and authentication information (the “Login Credentials”). User is responsible for maintaining the confidentiality of User’s Login Credentials and for all activities that occur under User’s Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; (ii) use anyone else’s Login Credentials other than User’s own; or (iii) attempt to gain control of anyone else’s Login Credentials. User agrees to (A) notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (B) immediately change User’s password if the Login Credentials are compromised in any way; and (C) ensure that User fully logs out from User’s User Account at the end of each session. User acknowledges and agrees that (1) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (2) Company will not be liable for any loss or damage arising from User’s failure to comply with this Section.
User may use the Platform and the Platform Services to communicate with Providers and access Allied Health Services made available to Users by such Providers through the Platform, subject to the terms of this Agreement. For certainty, Platform Services expressly exclude the Allied Health Services provided by Providers. Company reserves the right to make changes to Platform and the Platform Services (including to impose limits on certain features or services) at any time in its sole discretion without notice. Although reasonable efforts are taken to keep any information on or linked through the Platform updated, Company cannot guarantee that the information on the Platform is correct or up-to-date. Notwithstanding any language to the contrary in this Agreement, or on the Platform, nothing on or in the Platform constitutes any medical or professional advice provided by Company to User. The Platform is not intended to be used for MEDICAL EMERGENCIES. If User has a medical emergency, it is User’s sole responsibility to seek medical treatment, including by dialing 9-1-1 or attending to a hospital or urgent care centre.
Company will provide support to User relating to the use of the Platform during Company regular business hours comprised of: (i) answering of general questions concerning the Platform and User’s use of the Platform; (ii) using commercially reasonable efforts to correct Platform problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform.
Company intends to make the Platform available to User on a continuous basis other than during any maintenance period and when access to the Platform is suspended for technical or emergency (including security) reasons. However, there may be other times when the Platform (and the Allied Health Services provided thereon) may not be available, and Company retains the right to make the Platform unavailable from time to time for any reason. User agrees that Company will not be liable for any damages arising from any interruption, suspension or termination of Platform or for User’s inability to reach Providers or access Allied Health Services.
The Platform serves as a venue for the User to communicate with Providers and access Allied Health Services made available by such Providers, which Providers may be independent contractors engaged by Company or other third parties using the Platform to provide Allied Health Services. User expressly acknowledge and agree that, unless otherwise expressly specified by Company, all Allied Health Services are provided solely by the applicable Provider, and not Company. Company does not endorse, warranty or guarantee the effectiveness of Allied Health Service or any specific course of action, resources, tests, physician or other health care provider recommendations, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Platform or by any Provider. If Company or any Provider provides to User, on the Platform or otherwise, any recommendations that identify for User, based on User’s User Data (defined below in Section 4) and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with User’s physician. Company will have no responsibility or liability whatsoever relating to any personal injury User may suffer as a result of User’s access to or use of the Allied Health Services, including in connection with any exercises or acts User may engage in as instructed by any Providers. Reliance by User on any information provided by Company, Company’s employees, Providers, or other persons appearing on the Platform at the invitation of Company is solely at User’s own risk. The views or opinions of any Providers do not necessarily reflect the views of Company.
Use of the Platform is subject to all applicable laws and regulations, any acceptable use policies adopted by the Company and made available to User through the Platform, as well as applicable terms and requirements of any applicable Third Party (as defined below), and User is solely responsible to ensure that User’s use of the Platform and the Allied Health Services provided through the Platform complies with all such laws, regulations, policies, and third party terms and requirements.
Subject to User’s compliance with this Agreement, Company grants to User a limited, revocable, non-exclusive and non-transferable license to access the Platform to: (i) communicate with Providers and access Allied Health Services, and (ii) otherwise access information, content, and other materials that are identified as being owned, provided by or otherwise is the content of Company and displayed or accessible through the Platform (“Platform Content”) solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform. Any use of the Platform that is not for one of these purposes or otherwise in accordance with this Agreement is expressly prohibited.
Unauthorized uses of the Platform include, without limitation, those listed below. User shall not (and shall not allow any third party to):
User is responsible for providing all equipment necessary to establish a connection to the Internet, and equipment needed to access the Internet. The user is also responsible for any applicable wireless, connection and service fees associated with such access.
The Platform may allow User to communicate with third parties on or through the Platform, including Providers and other third parties such as advertisers, insurance brokers, payment processing vendors and other service providers (the “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company.
In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase services from or participate in promotions of a Third Party (“Third Party Service”). User acknowledges and agree that the provision of any Third Party Service is provided solely by the applicable Third Party, and not Company, and may be subject to the terms and conditions of such Third Party (“Third Party Terms”). Company will have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party and is not a party to any Third Party Terms (if any). Use of any Third Party Service is solely at User’s risk.
User acknowledges and agrees that Company may operate the Platform , provide Platform Services, and store content and data (including User Data and User Account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
“User Data” means any content, data or materials uploaded by a User to the Platform, including personal health information (as defined in the Privacy Policy), financial information, postings, messages, text, images, photos, files, identification, video, key word data and other information, documents or other materials.
All User Data is the sole responsibility of the User from whom such User Data originated. Company disclaims any and all liability relating to the User Data.
User represents and warrants that all User Data made available to and through the Platform: (i) are true, accurate and current; (ii) do not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (iii) are provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
User retains all pre-existing rights in the User Data. Each User grants Company (inclusive of any third party authorized by Company in connection with the operation of the Platform and performance of the Platform) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store and otherwise use such materials for the purpose of operating the Platform and performing the Platform Services.
For certainty, the license granted by User to Company to User Data in Section 4.4 permits Company to provide User Data to Providers, and to facilitate the communication of User Data by User to Providers, in connection with User’s use of the Platform or the Allied Health Services. User expressly acknowledges and agrees that: (i) User solely responsible for any User Data provided to Providers; (ii) Company has no control over Providers’ use of any User Data; and (iii) Company will have no liability or responsibility to User for any unauthorized use or disclosure of User Data by any Provider.
Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
Company reserves the right to remove any User Data that violates the terms of this Agreement or for any other reason that Company determines, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any or Company’s refusal to post any User Data.
The Platform may provide User with the ability to make payments to Providers for Allied Services. User may make payments using a valid credit card or other accepted payment method identified on the Platform. To the extent that User engages any Provider through the Platform to receive Allied Health Services, User hereby authorizes Company to initiate payment or a series of payments using User’s payment method registered on file with Company as follows:
All payments made by User under this Agreement will be made and processed using a Third Party Service provided by a Third Party payment processor. The processing of payments or credits, as applicable will be subject to the Third Party Terms of the Third Party payment processor and applicable credit card issuer. Company is not responsible for any errors by the payment processor and User will resolve any disputes for amounts charged directly with the payment processor. In connection with User’s use of the Platform and receipt of Allied Health Services, Company may obtain certain transaction details, which Company will use solely in accordance with the terms of this Agreement and the Privacy Policy. User will be responsible to obtain all necessary authorizations and consents to process User credit cards and other permitted payment cards and methods.
Company reserves the right, in Company’s sole discretion, to charge User additional fees for Platform Services or Allied Health Services at any time. Company will obtain User’s approval prior to charging User such additional fees.
Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on request. If the terms of this Agreement are revised, User will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform. This Agreement cannot otherwise be amended or modified. IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM.
User agrees to defend (at its sole cost and expense), indemnify and hold harmless Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors (each a “Company Party” and together, the “Company Parties”) from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Platform Services or the Allied Health Services; (ii) claims asserted against Company Parties by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform Services, Allied Health Services, or any Third Party Services; (iii) User Data, including any claim by a Third Party that the display or other use of User Data infringes the rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK.
COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM AND THE SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALLIED HEALTH SERVICES): (I) ARE FIT FOR A PARTICULAR PURPOSE; (II) DO NOT INFRINGE THIRD PARTY RIGHTS; (III) ARE ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER; (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM OR SERVICES OR USER DATA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY SERVICES OR CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL ALLIED HEALTH SERVICES), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.
IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENT AND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).
USER ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN USER AND COMPANY, COMPANY IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER, AND USER WILL BE SOLELY RESPONSIBLE TO DIRECTLY RESOLVE DISPUTES WITH, AND PURSUE REMEDIES AGAINST, PROVIDERS IN RESPECT OF ANY SUCH ACTS OR OMISSIONS (INCLUDING ANY ALLIED HEALTH SERVICES OR ANY PROVIDER’S FAILURE TO PROVIDE ADEQUATE ALLIED HEALTH SERVICES).
Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Data; (ii) any Third Party Service or Allied Health Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between User and Third Parties.
No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.
The Platform, inclusive of all technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform granted to User, Company reserves all rights in and to the Platform and no implied rights or licenses are granted.
The Curv Health and Curv Labs name, logo and other trademarks, trade names, or service marks related to the Platform displayed on the Platform are the trade-marks of Curv Health (“Curv Health Marks”). User is not authorized to use or display the Curv Health Marks, without the express prior permission of Curv Health. Ownership of all Curv Health Marks and the goodwill associated therewith remain with Curv Health. All other trademarks are the property of their respective owners.
Where personal information is collected in connection with User’s registration and use of the Platform Services and Allied Health Services, the collection, use and disclosure of personal information shall be in accordance with Company’s privacy policy, available at https://www.curvhealth.com/privacy-policy. User is responsible for its compliance with all applicable privacy laws and covenants that all personal information, including any personal health information, provided to Company or uploaded to the Platform is provided in compliance with all applicable laws.
Company has implemented security policies and practices that are designed to protect the security and integrity of the Platform and data, content and messages submitted to the Platform or Company by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform.
Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Platform without notice if User fails to comply with any provision of this Agreement. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
Company reserves the right to suspend or terminate User’s access to the Platform or any Allied Health Service with or without notice, to User for any reason whatsoever. In the event that Company suspends User’s access to the Platform or terminates this Agreement under this Subsection, User will receive a pro-rata refund of any prepaid fees paid to Company for Allied Health Services that have not been provided. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Platform, including on account of any expenditures or investments or other commitments made, or actions taken in reliance on the expected continuation of the Platform.
User may cease to use the Platform at any time subject to the terms of this Agreement concerning the payment of fees.
In the event of a termination of this Agreement:
(i) Company shall cease performing the Platform Services and User’s access to the Platform and licenses to Platform Content shall terminate;
(ii) User will remain obligated to make any payments due hereunder which remain unpaid; and
(iii) Company may provide the User with thirty (30) days to retrieve any User Data it has placed on the Platform; User may be archived by Company and archived data can be deleted on request of User to Company.
User hereby represents and warrants to Company that (i) User has the right to submit and use any User Data that User submit in the manner User has done so to or through the Platform and/or through User’s User Account; (ii) User has the right to grant the permissions granted under this Agreement; (iii) User’s performance under this Agreement and the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which User is currently bound or will become bound in the future; and (iv) User’s performance under this Agreement will comply with all applicable laws, rules and regulations.
This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law.
All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “include” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.
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