Enosys - Terms and Conditions

TERMS AND CONDITIONS

Effective date: 20 December 2018

By accessing or using Enosys, including any website available at https://www.enosys.ca, (the “Service”) provided by Enosys Technology Corporation (the “Company”), you are agreeing to comply with and be bound by the following terms and conditions outlined in this Terms of Service (the "Agreement") relating to the access and use the Service. Please review the following terms carefully. If you do not agree with any of these terms, do not use the Service.

1. Registration Obligations (1) To use the Service, you must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with or transferred to any other party. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other party to use your Account or Credentials, and you will immediately notify the Company if you know or suspect that your Account or Credentials have been used by another party. (2) The Company may act upon any communication that is given through your Account or by using your Credentials. The Company is not required to verify the actual identity or authority of a person using your Account or Credentials, but the Company may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if the Company is not satisfied with the verification. If the Company, in its sole discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then the Company may immediately suspend your Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.

2. Ownership and Copyright of Service (1) You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, software code, text, files, audio recordings, video recordings, product names, company names, trademarks, logos and tradenames contained on or provided through the Service (collectively the "Media"), including the manner in which the Media is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company, its registered users, or medical patients, as the case may be. The copying, redistribution, use or publication by you of any part of the Media or any part of the Service, except as contemplated by this Agreement, is strictly prohibited. You do not acquire ownership rights to any Media or information obtained through the Service. The provision of any Media on the Service by the Company or any other person or entity does not constitute a waiver of any right in such Media. For purposes of this Agreement, Media excludes any information, data, software, products, services or other content for which the Company specifically requires purchase of a separate licence.

3. Collected Information and Use of the Service (1) To provide and operate the Service, we collect and store User Information and Patient Information. User Information includes your username, email address, password, contact information, and mailing/billing address. When you use the Service, you may provide Patient Information including patient names, medical records, and examination results. (2) You agree that all User Information and Patient Information that you provide is true, accurate, current and complete. (3) You agree to not use the Service for any purpose which is illegal, misleading, or inappropriate in nature, all as determined by us in our sole discretion. While we will not be able to monitor all usage of the Service, we reserve the right, in our sole discretion, to remove, edit, or otherwise modify any content, including any User Information or Patient Information, which does not adhere to the Service’s terms and policies. (4) We are not responsible for any use of the Service by other users, including any content provided by other users of this Service. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications provided or available via the Service. (5) We respect intellectual property laws and require that you do the same. Do not post or submit any third party materials unless you have first obtained consent from the owner of such materials. The Company reserves the right to remove any content which it has reasonable grounds to suspect infringe any rights, including any intellectual property rights, of any other party. (6) We respect privacy laws, especially as they relate to privacy and confidentiality of medical information, and require that you do the same. Do not provide any Patient Information for any individual from whom you have not received consent or other legal permission to share their Patient Information for the purpose of the Service. You represent and warrant that you have consent or other legal permission to share any Patient Information which you provide to the Service. The Company reserves the right to remove or restrict access to any content, including any Patient Information, which it has reasonable grounds to suspect infringes any rights, including any privacy rights, of any other party. (7) Through use of the Service, you may be given access to Patient Information provided by other users of the Service. You agree to keep confidential any Patient Information you receive and to use such information only for the express purpose for which the information was shared with you. (8) With the exception of User Information and Patient Information, you hereby grant to the Company the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable licence to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use any information or other content you provide on or through the Service or which is sent to the Company by email or other correspondence, including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Company shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by the Company in writing or required by law. You represent and warrant that you have the right to grant the licence set out in this provision.

4. Use Licence (1) The Company hereby grants to you a non-exclusive licence (the “Licence”) to access and use the Service, including to access, download, and display the Media. This is not a transfer of title. (2) Under the Licence you may not and shall not, without the Company’s express written authorization: (a) transfer the Licence; (b) remove any copyright or other proprietary notations from the Media; (c) distribute the Media for any purpose, including, without limitation, compile an internal database of, redistribute, or reproduce the Media in any form; (d) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicence, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Media or any software hosted by the Service in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise; or (e) permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Media or Service. (3) The Company is not obligated to provide any authorization referred to in paragraph 4(2), the Company reserves the right to charge a fee for the grant of such authorization, and the Company may cancel such authorization at its sole and unfettered discretion by providing notice to you of such cancellation. (4) The restrictions set out in this Agreement, including the restrictions listed at paragraph 4(2), shall not apply to the limited extent that the restrictions are prohibited by applicable law. (5) You will not access the Media other than through the Service, or by any other means the Company has authorized. (6) You will not download, cache, or otherwise reproduce any Media, other than by accessing the Media through the Service, or by any other mean the Company has authorized.

5. Privacy Policy Your User Information, Patient Information, and any other information that you provide to us through the Service, as well as certain other information about you, is subject to the Company’s Privacy Policy. Your privacy and the privacy of patients is important to us. For more information, please see our Privacy Policy at https://www.enosys.ca for details.

6. Fees for Service The Company may charge a fee for use of all or some features of the Service. If at any time the Company does not charge a fee for any features of the Service, the Company will in no way be barred from charging a fee for those features in the future. If the Company does charge a fee, the fee will be decided in the sole discretion of the Company. The Company will provide notice to you if the Company starts charging a fee, or changes the amount of a fee.

7. Refusal of Service The Company reserves the right, at its sole discretion, to exclude or otherwise limit the provision of any product or service, including access to or use of the Service, to any person or entity, for any reason.

8. Updates to the Service The Company reserves the right, in its sole discretion, to make any changes to the Service, including: adding or removing any features of the Service; and editing or deleting any Media, information or any other content provided by the Service. The Company assumes no obligation to update the Service or the Media, and the Service and the Media may be changed without notice to you.

9. Links to Other Web Services The Service may contain links to other websites and service. The Company is not responsible for the contents, accuracy, or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by the Company. Inclusion of any linked website does not imply approval or endorsement of the linked website by the Company. If you decide to leave the Service and access these third party sites, you do so at your own risk.

10. Indemnification You agree to indemnify, defend and hold the Company and its partners, lawyers, staff, affiliates, successors and assigns (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable legal fees, related to your violation of this Agreement or use of the Service.

11. Disclaimer and Limitation of Liability (1) THE INFORMATION, FORMS, AGREEMENTS, LICENCES, MEDIA, CONTENT, DIGITAL DOWNLOADS, TANGIBLE PRODUCTS, GOODS AND SERVICES (THE “ITEMS”) PROVIDED FROM OR THROUGH THE SERVICE ARE PROVIDED "AS IS", "AS AVAILABLE" AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE ITEMS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE COMPANY AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY OF THE ITEMS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE COMPANY AND THE AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE SERVICE AND THE ITEMS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. (2) The Media accessible within the Service or available through the Service may not be appropriate under the circumstances for any particular case. No representations, warranties or guarantees whatsoever are made as to the accuracy, currentness, completeness, adequacy, reliability, suitability or applicability of any of the Media to a particular situation. (3) All responsibility or liability for any damages caused by the Media, including, without limitation, damages caused by computer viruses or other malicious code contained within the Media is disclaimed.

12. Ability to Accept Terms of Service You affirm that you are 18 or more years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. The Service is not intended for individuals under 18. If you are under 18 years of age, then please do not use the Service.

13. Termination (1) This Agreement is effective until terminated by the Company, with or without cause, in the Company's sole and unfettered discretion. The Company may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies. (2) The disclaimers, limitations on liability, ownership, termination, interpretation, your licence(s) to the Company, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement. (3) This Agreement will automatically terminate if you violate or assist in the violation of any of the restrictions of paragraphs 3(2), 3(3), 3(5), 3(6), and 4(2). (4) On the termination of this Agreement, you must destroy any Media in your possession whether in electronic or printed format.

14. Miscellaneous (1) This Agreement shall be treated as though it were executed and performed in the province of British Columbia, Canada, and shall be governed by and construed in accordance with the laws of the province of British Columbia (without regard to conflict of law principles). (2) Any of Your causes of action with respect to the Service (and/or the information or Media thereon) must be instituted within six (6) months after the cause of action arose or be forever waived and barred. (3) The language in this Agreement shall be interpreted as to its fair meaning and not construed strictly for or against either party. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (4) All legal proceedings arising out in connection with this Agreement shall be brought solely and exclusively in Vancouver, British Columbia in the Courts of British Columbia. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. (5) Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. (6) Failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. (7) You agree to review this Agreement prior to reviewing any information or obtaining any documents or goods on or through the Service. This Agreement may be amended by the Company from time to time without specific advance notice to You. The latest Agreement will be posted on the Service, and You should review the Agreement prior to using the Service. (8) This Agreement, as modified from time to time as described above, and including the policies incorporated by reference, constitute the entire and only agreements between You and the Company and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Service, the Media, goods and services provided by or through the Service, and the subject-matter of this Agreement, except to the extent that You have or will enter additional end-user licencing agreements with the Company regarding particular goods and services by or through the Service. (9) To the extent that anything in or associated with the Service, is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.