Detailed Terms of use

EFFECTIVE DATE: December 20th, 2023.

Introduction

THESE TERMS AND CONDITIONS OF SERVICE (the “Terms”) represent a legal agreement between you, a User, and St. Michael’s Hospital, Unity Health Toronto (“UNITY,” “we,” “us”), that explains your rights and obligations around your Use of the I’m Ready to Know website at http://readytoknow.ca website (the “Site”), the I’m Ready, Test mobile app at http://www.imready.ca and the I’m Ready, Test telehealth services platform (the “I’m Ready, Test Apps”), the Services, all Content, and any new features or tools that may be added to any of them. The Site and Apps together represent our “Platform”.

PLEASE READ THESE TERMS CAREFULLY.

IF YOU DO NOT ACCEPT ALL THESE TERMS AS PROVIDED, DO NOT USE THE PLATFORM.

BY USING THE SITE OR BY CLICKING “I ACCEPT” WHEN YOU DOWNLOAD ANY APPS OR ACCCESS THE WEBAPPS TO RECEIVE SERVICES, YOU ARE BOUND BY THE THESE TERMS.

Additional Terms

These Terms may be supplemented by additional terms related to specific Content or Service options we may make available (“Additional Terms“). REFERENCE TO THESE TERMS WILL INCLUDE THESE TERMS AND ANY ADDITIONAL TERMS. We will notify you of any Additional Terms and prompt you to review and accept them before you engage with the specific Content or Services to which they may apply. If there are inconsistencies between these Terms and the Additional Terms, the Additional Terms will govern.

Definitions

Capitalized terms not otherwise defined in these Terms or in the Privacy Notice shall have the following meaning:

“Account” means an account created by a User to Use the Platform and includes the Account Record (as further defined in the Privacy Notice);

“Affiliates” means the legal entities that (directly or indirectly) control, are controlled by, or are under common control with the named party, but only for as long as that control exists during the Term. For purposes of this definition, “control” means (a) having, direct or indirect, or the power to direct the management or policies of an entity or (b) having beneficial ownership of at least 50% of the voting securities or other ownership interest or other comparable equity interests of an entity;

“Agents” means Affiliates and service providers, and their respective Representatives, who help UNITY run its business and provide Services;

“Apps” means the I’m Ready, Test mobile app.

“Content” means text, data, statistics, images, documents, forms, guidelines, video, audio or other multimedia content, software, or other information or material we provide on the Platform;

“Feedback” means all comments and suggestions for improvement that you may provide to us though our in-App surveys or by any other means;

“Intellectual Property” means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including proprietary ideas, formulae, algorithms, concepts, techniques, processes, procedures, protocols, instructions, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, samples, compounds, organisms, antibodies, biologics, sequences, formulae, algorithms, software (including its source materials and codes), tools, product knowledge, know-how, trade secrets, unpublished patent applications, and other materials or things, trademarks, trade names, and domain names;

“Intellectual Property Rights” means any legal protection now recognized by law or that in the future may be recognized by law anywhere in the world – whether by statute, at common law, or otherwise – relating to the Intellectual Property including patents, copyright and moral rights, trademarks, service marks, domain names, design patents, industrial designs, plant breeders’ rights design rights, and database rights, a semiconductor chip or mask work, trade secrets, confidential information, or any other statutory provision or common law principle applicable to these Terms that may provide a right in either the Intellectual Property or the expression or use of the Intellectual Property, whether registered, registrable, unregistered, or unregistrable, and including without limitation all applications therefor or rights to apply for such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world. The Intellectual Property Rights shall include any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates or the like, or provisional applications of any patents and patent applications, or foreign equivalents thereof.

“Metadata” means all data related to our Platform.

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or department or agency of a government;

“Platform” means the I’m Ready, Test Apps and the Site.

“Representatives” means employees, officers, directors, consultants, contractors, advisors, and agents.

“Services” means access to self-testing kits and connections to care through the I’m Ready, Test Apps.

“Test Results” means the HIV test result from the blood sample you collected using the testing kit you ordered through the I’m Ready, Test Apps.

“Use” or “Using” means to access, navigate, read, review, print, communicate, share, upload, or download;

“User” means an individual, who Uses any portion of the Platform;

“User Information” means any text, data, images, documents, other content in any medium that you submit to or upload onto the Platform and includes your Account Record;

“we,” “us,” or “our” means St. Michael’s Hospital, Unity Health Toronto., our Agents, and our respective Representatives.

“you” or “your” means a User.

Our Services

The I’m Ready to Know Site hosts a national program that implements, scales, and evaluates low-barrier options for access to HIV self-testing and gives people choices about how to connect to the care they need. We offer self-testing kits and connections to care through the I’m Ready, Test Apps.

The I’m Ready, Test Apps provide access to self-testing HIV kits. The Apps generate a unique participant ID that keeps you anonymized when you receive Services, participate in in-app surveys, order testing kits, submit your blood samples for processing, or receive your Test Results. In-app surveys help guide you through the process and are provided by ESRI Canada. Your survey responses are linked to your participant ID. ESRI will not be able to identify you.

You have the option to receive health navigator support at any time. Using your unique participant ID, the I’m Ready, Test Apps can anonymously connect you with telehealth-style services though the I’m Ready, Test health navigation service. To the extent permitted by the law in the Province or Territory in which you reside, our non-physician service providers (“Health Navigators”) may be located in your Province or Territory or another Province or Territory of Canada.

Health Navigators may provide general information and advice related to HIV/AIDS knowledge, services, symptoms, and conditions and how they are treated in Canada (“Informational Services”). You are free to choose your particular Health Navigator, what information you share with them, and how you communicate with them (e.g. by audio, chat, or video).

During your communications with a Health Navigator, you may be asked about or can volunteer certain Personal Information including Personal Health Information (as defined in the Privacy Notice). Personal Information including Personal Health Information are collectively referred to as “Confidential Information”. If you are uncomfortable sharing Confidential Information with a Health Navigator, don’t share it.

Health Navigator Services will only be made available to you if you are a temporary or permanent resident of a Canadian Province or Territory, whether or not physically in the Province or Territory at the time that you request the Services (“Residency Requirements”). The relationship between you and a Health Navigator is not a healthcare provider-patient relationship.

If you want to contact a physician and do not have a family physician, please consult the website of the medical regulator (in most Provinces, that is the “College of Physicians and Surgeons” of the Province), in the Province or Territory of Canada in which you reside.

By using the Health Navigator Services though the I’m Ready, Talk Apps, you acknowledge the potential risks associated with telehealth-style services, including: the information you provide may not be enough for a Health Navigator to give you advice; there may be delays in assigning a Health Navigator to you; you may not be able to connect with your Health Navigator because of failures of electronic equipment; and although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of the health information you shared.

Health Navigators cannot recommend or prescribe any kind of medication including narcotics, controlled substances or other types of controlled medications, non-therapeutic drugs and other drugs which may be harmful because of their potential for abuse.

Scope of Services

YOU MUST NOT USE THE PLATFROM FOR EMERGENCY MEDICAL NEEDS.

IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR GO TO THE CLOSEST EMERGENCY ROOM.

The Platform is made available solely for your personal use. THE CONTENT AND SERVICES MADE AVAILABLE ON THE PLATFORM AND THOUGH HEALTH NAVIGATORS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE OR DIAGNOSIS OF ANY KIND AND DOES NOT CREATE A HEALTHCARE PROVIDER-PATIENT RELATIONSHIP AS DEFINED BY PROVINCIAL OR FEDERAL LAW.

WHILE WE FACILITATE YOUR SELECTION OF, AND COMMUNICATIONS WITH SERVICE PROVIDERS, WE DO NOT PROVIDE LICENSED MEDICAL SERVICES, SUCH AS WOULD BE OFFERED BY HEALTHCARE PROVIDERS.

YOUR INTERACTIONS WITH THE HEALTH NAVIGATORS ARE NOT INTENDED TO TAKE THE PLACE OF YOUR RELATIONSHIP WITH YOUR REGULAR HEALTH CARE PRACTITIONERS OR PRIMARY CARE PHYSICIAN. YOU

SHOULD ALWAYS SEEK THE ADVICE OF YOUR QUALIFIED HEALTH CARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS.

YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION OR ADVICE DELIVERED BY THE HEALTH NAVIGATORS THROUGH THE I’M READY, TALK APP IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS ASSOCIATED WITH IT.

Changes to Platform and Services

We reserve the right, at any time and for any reason, to (1) modify, suspend, or terminate any elements of the Platform, and any or all Services without notice to you and without liability to you or any third-party; (2) refuse to offer Services to any Person, or in any jurisdiction; and (3) to report verbal or written abuse of any kind (including threats of abuse or retribution) you make toward us, our Representatives, another User, the Platform, or our third-party service providers to the authorities.

Accuracy of Content

We and our Agents involved in the management of the Platform or in the provision of Services may make changes to the Content at any time and without notice. While we make commercially reasonable efforts to ensure that the Content is accurate, current, and error-free, occasionally, some Content on the Platform may be inaccurate, incomplete, or contain typographical or other errors (together “Errors”). We reserve the right, but we do not have an obligation to correct Errors or change the Content, except as required by law. You should not take any updates to these Terms to indicate that such Errors have been corrected.

Privacy Notice

Your Use of the Platform and our Services and our collection, Use, and disclosure of your Personal Information, Personal Health Information, and Account Record is governed by our Privacy Notice, which is included by reference in these Terms. If there are inconsistencies between these Terms and the Privacy Notice, then the Privacy Notice will control.

Accessibility

We seek to make the Platform accessible to all, in compliance with the sector must either create or refresh website content to meet WCAG guidelines and the Accessibility for Ontarians with Disabilities Act (AODA). If you have any problems Using any elements of the Platform, or accessing the Content, please contact us at reachnexus@unityhealth.to.

Location

We operate the Platform and offer Services from Ontario, Canada. OUR SERVICES ARE ONLY MADE AVAILABLE WHERE THEY CAN BE LEGALLY OFFERED, AND WE DO NOT REPRESENT OR WARRANT THAT EITHER THE SERVICES OR ANY CONTENT ARE LEGAL FOR USE IN ANY OTHER LOCATIONS.

IF YOU USE THE PLATFORM OR ACCESS THE SERVICES FROM ANOTHER LOCATION, YOU MUST COMPLY WITH ALL PROVINCIAL, STATE, OR FEDERAL LAWS APPLICABLE IN THE LOCATION FROM WHICH YOU ACCESS THEM.

CASL and Consent to Receive Email

We comply with Canada’s Anti-Spam Legislation (“CASL”). We provide Services anonymously and will not contact you outside of the Apps.

Intellectual Property Rights and Licenses

Ownership of Site, Platform, the Content, the Services, the Service Results

You hereby acknowledge and agree that UNITY or its licensors own the entire right, title, and interest in and to Site, the I’m Ready, Test Apps, the Content, the Services, and the Intellectual Property Rights in each of them. All trademarks, service marks, logos, trade names and any other proprietary designations of UNITY used in/on/with any Content on the Site, and the I’m Ready, Test Apps are common law or registered trademarks of UNITY or used under license by UNITY. Nothing in these Terms grants you any rights, title, or interest in any of them other than as explicitly provided in these Terms.

Ownership of Test Results.

UNITY acknowledges and agrees that you own the entire right, title, and interest in all Test Results we generate as part of our Services, and UNITY hereby assigns all its rights, title, and interest and all Intellectual Property Rights in the Test Results to you.

Licenses

Subject to these Terms, UNITY hereby grants you, and you accept, a non-exclusive, non-transferable, revocable, non-sublicensable, and limited right license to Use the Site, and the I’m Ready, Test Apps, together with their underlying software and software code and non-commercial access to your Account and Account Record solely to receive Services (the “License”). This License does not transfer the right, title, and interest of UNITY or its licensors in and to the Site, and the I’m Ready, Test Apps from UNITY, or its licensors, to you.

Software Updates and Upgrades

Any aspects of the Platform may periodically check for software updates or upgrades and push them to your device for installation. By accepting these Terms, you agree to receive these types of automatic updates and upgrades without any additional notice. All updates and upgrades we may provide are subject to these Terms, including any Additional Terms.

Access and Restrictions on Use

Permitted Use

You acknowledge that the Platform, together with the underlying programs, databases, schemas, structures, concepts, ideas, technologies, systems, Content, and other materials are the valuable Intellectual Property of UNITY and/or its licensors (as the case may be).

You may Use the Platform and your Account only to learn more about us or to receive Services under these Terms and all applicable laws and regulations in the location from which you are Using them.

Prohibited Uses

You acknowledge and agree that your Use of the Platform is limited to the License described in Section 12(d). If you engage in any of the following activities when Using the Platform, or your Account, we have the right to terminate your Account and stop providing Services to you. Therefore, you agree that you:

Will not adjust, circumvent, or remove or try to adjust, circumvent, or remove any Intellectual Property Rights notices on the Platform or the Content in any whatever medium and as it initially appeared on any of them, including copyright notices and any digital rights or other security technology;
Will not Use the Platform, the Account, or the Services for any purpose and in any manner that is, explicitly or implicitly, prohibited by these Terms, that is inconsistent with our Privacy Notice; will not post, display, distribute, upload User Content, or expose Content that contravenes our Privacy Notice or violates the privacy, Intellectual Property Rights, or contractual rights of any Person, or that facilitate or promote activities that violate, or are otherwise prohibited by applicable law in the location from which you Use them;
Will not defame or disparage anyone associated with us, or make any obscene, derogatory or offensive comments about us, any elements of the Platform, the Services, or any other User, to bring us or any third party into disrepute or to cause us to be liable to any third party; will not Use the Platform, or the Account to promote or condone hate or violence on any grounds;
Will not, and will not attempt to, decompile, copy, disassemble, modify, adapt, reverse engineer, or otherwise attempt to derive the source code for any components of the Platform (except to the extent you may be expressly permitted to decompile under applicable law); distribute, encumber, sell, rent, lease, sublicense, transmit, perform, or publish, deep-link, create derivative works from or exploit the underlying software or source code of any components of the Platform for your benefit or the benefit of any third party;
Will not use any methods or tools to access, scrape, crawl or spider any components of the Platform, or to systematically collect, store, transmit, distribute, or retrieve data or other content from our Platform, to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, in any way; will not transfer the Content or any part of it without our express written consent, which is not granted in these Terms or any Additional Terms.
Will, not damage, abuse, disable, overburden, impair, or interfere with the security or the functioning of any components of the Platform, the Account, or User Information such as by distributing viruses or malware of any kind or other similar harmful software code; or transmitting unsolicited commercial electronic messages;
Will not sell access to, reproduce, modify or attempt to modify the any components of the Platform, Account, or Content in any way, or reproduce, display, perform, distribute, or Use any of them in public or for any public or commercial activities; and will not copy any HTML or other programs that are available on the any components of the Platform.
Will not use the Platform or its’ components software and underlying code as server software for commercial hosting, make the software available for simultaneous use by multiple users over a network, install the software on a server and allow users to access it remotely, or install the software on a device for use only by remote users, or in whole or in part, whether modified or unmodified, incorporate any components of the Platform software and source code into other programs;
Will not impersonate another Person or User, or otherwise misrepresent yourself or your affiliation with any Person; forge any TCP/IP packet header or any part of the header information in any email, or in any way Use the Site, Platform, Feedback, or User Information to send altered, deceptive, false source-identifying information; or attempt to obtain unauthorized access to any components of the Platform or portions of either of them that are restricted from general access; open an Account using an e-mail address that you do not own; or submit any incomplete, false or inaccurate information, including without limitation incomplete, false or inaccurate biographical information when you open an Account or at any other time;
Will not Use, display, mirror, or frame the any components of the Platform or the Content, or any part of them, Use our name or any of our trademarks, logos or other proprietary information, or the layout and design of any page or forms on any components of the Platform without our express written consent;
Will, not access, tamper with, or Use non-public areas of the Platform; attempt to probe, scan, or test the vulnerability of any of our systems or networks, or to breach or attempt to breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we use to protect any component of the Platform;
Will not represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing; and
are solely responsible for all costs and expenses we may incur concerning your engagement in any of the above activities.
Submitting User Information to Us
1. User Information

We may, in our sole discretion, require or permit you to post, upload, publish, submit or transmit (“Make Available”) User Information on your Account and the Platform and you acknowledge and agree that you are solely responsible for all such User Information which you elect to Make Available. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of that User Information or that you have the authority, right, licenses, consents, or releases necessary to Make Available the User Information; and (ii) that the User Information, your use of it, or your Making it Available, does not infringe a third party’s Intellectual Property Rights or any rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Only User Information uploaded into your Account Record on the Platform is confidential. Your Making Available any User Information outside of your Account Record is not confidential information, and we will not be liable for any Use or disclosure of such User Information. If you post or upload any User Information to any components of the Platform outside of your Account, you acknowledge and agree that subject to our Privacy Notice, we may Use such information as we see fit, including to reproduce, transmit, publish, and post it, on any medium anywhere in the world for free.

YOU HEREBY GRANT TO UNITY A WORLDWIDE, IRREVOCABLE, PERPETUAL, NON-EXCLUSIVE, TRANSFERABLE, ROYALTY-FREE LICENSE, WITH THE RIGHT TO SUBLICENSE, TO USE, COPY, ADAPT, MODIFY, DISTRIBUTE, LICENSE, PUBLICLY DISPLAY, PUBLICLY PERFORM, TRANSMIT, STREAM, BROADCAST, AND OTHERWISE EXPLOIT ANY USER INFORMATION MADE AVAILABLE ON THE SITE OR THE PLATFORM, OTHER THAN IN THE ACCOUNT RECORD. YOU HEREBY WAIVE YOUR MORAL RIGHTS (AS DEFINED IN THE COPYRIGHT ACT, CANADA OR OTHER SIMILAR LEGISLATION IN OTHER COUNTRIES) IN THE USER INFORMATION.

Feedback

We welcome and encourage your Feedback. YOU ACKNOWLEDGE AND AGREE THAT ALL FEEDBACK YOU GIVE US ABOUT THE PLATFORM AND SERVICES IS THE SOLE AND EXCLUSIVE PROPERTY OF UNITY, AND YOU HEREBY IRREVOCABLY ASSIGN TO UNITY ALL YOUR RIGHT, TITLE, AND INTEREST IN AND TO THE FEEDBACK AND ALL INTELLECTUAL PROPERTY RIGHTS IN IT AND HEREBY WAIVE ANY MORAL RIGHTS YOU MAY HAVE IN THE FEEDBACK. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting, and maintaining our Intellectual Property Rights and other legal protections for the Feedback.

Accounts
1. Eligibility and Registration

To use the Platform and the Services, including to obtaining general informational from Health Navigators, you can voluntarily register for and maintain an active personal account through our Apps.

YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE OF SOUND MIND, AND ARE OTHERWISE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT AND OPEN AN ACCOUNT FOR YOUR PERSONAL USE OF THE SERVICES.

Your Account login credentials will be created at registration. You will also be assigned a unique participant ID on the I’m Ready, Test Apps that will be associated with your in-App surveys and your Test Results, and links your use with I’m Ready, Test Health Navigation service, if you choose to use that service.

Login Credentials

It is vital that you keep your login credential safe and not share them with anyone. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR SAFEGUARDING YOUR LOGIN CREDENTIALS AND ARE SOLELY RESPONSIBLE FOR ANY ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIONS. IF YOU SUSPECT THAT YOUR LOGIN CREDENTIALS MAY HAVE BEEN LOST, STOLEN, OR COMPROMISED, YOU MUST NOTIFY US IMMEDIATELY BY EMAIL AT reachnexus@unityhealth.to.

Cancellation, Suspension, Deactivation, or Termination

We may, at our discretion, with or without prior notice to you, and at any time, limit, suspend, deactivate, or cancel your Account if we determine or suspect that you have engaged in a Prohibited Act or violated any other provisions of these Terms. Upon such suspension, deactivation, or termination you must immediately stop using the Platform and will no longer receive the Services.

You may cancel or suspend your Account at any time by clicking on the “remove data from this device” tab in the menu page of the Apps or by sending us an email at reachnexus@unityhealth.to. Upon cancellation of an Account, your Account Record will be subject to our data retention and destruction policies outlined in our Privacy Notice.

Hyperlinks and third-party Site and the Platform

The Platform may contain hyperlinks or references to third-party websites that we provide for your convenience only. Those hyperlinks do not constitute our endorsement of those sites, their operators, or any products or services that may be sold on those sites. If we are associated with any third parties that we hyperlink on our Site or Platform, we will so indicate.

When you click on a link to a third-party site in any components of the Platform you will be subject to the terms and conditions of those sites. We have no control over any third-party websites, and we accept no responsibility for any content, material or information on them or your use or reliance on any of it.

Disclaimer of Warranties

WE PROVIDE THE PLATFORM, ACCOUNT, CONTENT, SERVICES, AND TEST RESULTS ‘AS IS’ AND ‘AS AVAILABLE’ FOR INFORMATION AND EDUCATIONAL PURPOSES ONLY AND DO NOT AND ARE NOT INTENDED TO CONSTITUTE ADVICE OF ANY KIND.

WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR FAIL TO MAKE ABOUT YOUR HEALTH BASED ON ANY TEST RESULTS OR CONVERSATION WTH A HEALTH NAVIGATOR. THE ENTIRE RISK AS TO THE USE OF ANY SERVICES AND RELIANCE ON ANY TEST RESULTS RESTS WITH YOU AND ANY RECOMMENDATIONS OR ADVICE OF YOUR PROFESSIONAL ADVISORS.

WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE PLATFORM, ACCOUNT, SERVICES AND TEST RESULTS, AND HEALTH NAVIGATOR ADVICE INCLUDING, WITHOUT LIMITATION: ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OF A THIRD PARTY, ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, AND ALL WARRANTIES REGARDING YOUR USE OF OR RELIANCE ON THE SERVICES AND ANY TEST RESULTS, OR ON THE PLATFROM TO FUNCTION OR BE AVAILABLE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, CURRENT, OR COMPLETE; OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, OR THE COURSE OF USAGE OR TRADE, OR ANY WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO, USE OF, AND RELIANCE ON THE PLATFORM, CONTENT, ACCOUNT, SERVICES, TEST RESULTS, AND HEALTH NAVIGATOR INTERACTIONS REMAINS WITH YOU.

IF YOU ARE DISSATISFIED WITH THE PLATFORM, THE SERVICES, THE TEST RESULTS, THE HEALTH NAVIGATOR INTERACTIONS, OR THESE TERMS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE PLATFORM AND THE SERVICES.

WE WILL NOT BE DEEMED TO BE IN VIOLATION OF THESE TERMS UNLESS YOU FIRST PROVIDE US WRITTEN NOTICE SPECIFYING THE NATURE OF THE DEFAULT, AND WE FAIL TO CURE THE DEFAULT WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE OR, IF CURE WITHIN SUCH PERIOD IS NOT PRACTICABLE, TO BE DILIGENTLY PROCEEDING TO CURE THE DEFAULT.

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR , ANYTHING RELATED TO THE DEVICES, COMPUTRS, OR NETWORKS YOU USE TO ACCES THE SERVICES, ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PRODUCTIVITY, LOSS OF INFORMATION OR DATA, DAMAGE TO EQUIPMENTOR SIMILAR LOSSES ARISING, DIRECTLY OR INDIRECTLY FROM (1) YOUR RELIANCE ON THE SERVICES OR TEST RESULTS, IMPLEMENTING OR FAILING TO IMPLEMENT RECOMMENDATIONS OF A HEALTH NAVIGATOR OR OF YOUR HEALTHCARE PROVIDER, (2) YOUR USE OF, OR THE INABILITY TO USE YOUR ACCOUNT, THE PLATFORM, THE CONTENT, ANY SERVICES, OR ANY TEST RESULTS, FOR ANY REASON; (3) YOUR USE OR RELIANCE ON ANY CONTENT, INFORMATION, SERVICES ON ANY LINKED SITES, (4) ANY ERRORS OR OMISSIONS IN THE CONTENT, YOUR ACCOUNT, OR THE TEST RESULTS; (4) OUR OR YOUR TRANSMISSION OF CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER SENSITIVE INFORMATION THOUGH THE INTERNET, INCLUDING BY EMAIL, OR TO OR FROM THE SITE, THE PLATFORM, OR YOUR ACCOUNT; OR (5) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, TREBLE, OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THESE TERMS, ANY COMPONENTS OF THE PLATFORM, ACCOUNT, CONTENT, USER INFORMATION, ANY SERVICES, ANY TEST RESULTS, OR YOUR RELIANCE ON ANY OF THEM, AND REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY SUCH DAMAGES CLAIM IS BASED. THIS EXCLUSION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND EVEN IF ANY AVAILABLE REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN THAT REGARD.

NO ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MAY BE INSTITUTED AGAINST US OR OUR REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

IN NO EVENT WILL OUR TOTAL LIABILITY FOR BREACH OF ANY WARRANTY EXPRESSLY PROVIDED IN THESE TERMS EXCEED CAD$100.

This section shall survive termination of your Account or use of Services.

Indemnification

You hereby agree to release, defend, indemnify, and hold UNITY, our Affiliates, and Representatives harmless from and against any and all liabilities, damages, claims, costs, threats, losses, fines, fees and expenses (including reasonable attorneys’ fees and expenses), (individually a “Claim” and together “Claims”) made by a third-party arising directly or indirectly from: a) your Use or reliance on any component of the Platform, Content, Services, or Test Results, or Health Navigator discussions (b) your breach of these Terms, and any Additional Terms, or the Privacy Notice; (c) your User Information; (d) your violation of any rights of a third-party, (e) your use, reliance on, or engagement of any kind with any of our service providers and (f) your use or reliance upon any sites linked on any components of the Platform, or your relationship with the operators of those sites and any contract for products or services of those parties that you may have entered, and (g) your negligent or willful misconduct. In addition, you agree to reimburse us for all costs, attorney’s fees and expenses we may incur to enforce the provisions of these Terms against you, whether by arbitration, prosecution of a lawsuit, or otherwise. You will not be required to indemnify us, to the extent allowed by law, where such Claims are caused by our gross negligence or willful misconduct.

Open-Source Software

The Platform software licensed to you in Section 12(d) of these Terms may include “Open Source” software (computer software that is distributed under a licensing arrangement, which provides that the computer code can be shared, viewed, and modified by the public). The restrictions in Section 14(b) only apply to our Platform software when and to the extent that they do not conflict with any applicable Open-Source software license(s) terms.

Dispute Resolution

You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, “Disputes“) through good faith negotiations after the affected party provides to the other party written notice of dispute (“Notice of Dispute”).

If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights.

YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION (EXCEPT INTELLECTUAL PROPERTY DISPUTES) WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL BE ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.

Any Dispute shall be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada Inc. The arbitration shall be conducted in Ontario, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
This section will survive any termination of your Account or your subscription to Services.

Changes to these terms

We may make some changes or updates to these Terms from time to time without notifying you. A log of such changes will appear in the Change Log on the last page of these Terms. The changes will come into effect on the day they are made or on a future date as indicated. It is your responsibility to check these Terms and the Change Log from time to time.
If we make significant changes to these Terms or replace them completely, we will post a notification banner on the Platform. WHEN YOU USE THE PLATFORM OR RECEIVE SERVICES, YOU ARE BOUND TO THE TERMS IN EFFECT ON THE DATE ON WHICH YOU USE THE PLATFROM OR RECEIVE THE SERVICES.

General

Relationship of The Parties. You and we are independent contractors under these Terms, and these Terms do not, and shall not be construed to, create a partnership or joint venture, agency relationship, or employment relationship between us. Neither we nor you have the right or authority to create any obligations on each other’s behalf.
Entire Agreement. These Terms, any applicable Additional Terms, the Privacy Notice and any other documents incorporated by reference in these Terms or in the Privacy Notice, contain the entire understanding and agreement between us and you about your Use of the Platform, Content, and the Services, and supersede any prior agreements between you and us about the subject matter of these Terms, including, but not limited to, any previous versions of these Terms.

Force Majeure. Neither you nor we will be liable for delay in delivery or non-performance under these Terms in whole or in part, where delivery or performance has been affected by causes beyond our reasonable control. Such causes may include, but are not limited to, natural disasters (including fire, floods, hurricanes, tornadoes, and tsunamis), acts of government (including requirements or regulations of any civilian or military authority, declared national, provincial or local emergencies), acts of war, terrorism, cyberattack, insurrections, riots, civil commotion, strikes, lockouts or other labour disturbances, (each a “Force Majeure Event”). The party affected by a Force Majeure Event shall, as soon as possible but no later than ten (10) days of its occurrence, give notice to the other party stating the nature of the condition causing the delay, its anticipated duration and any action being taken to avoid or minimize its effect of such Force Majeure Event. The suspension of performance shall be of no greater scope and longer duration than is reasonably required. The nonperforming party shall use commercially reasonable efforts to remedy its inability to perform.

Severability. If any part of these Terms is found void and unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from these Terms and the rest of these Terms will remain valid and enforceable.

Cumulative Remedies. Other than as expressly stated in these Terms, and subject to the Dispute Resolution section, the remedies provided in these Terms are in addition to, and without prejudice to, any other remedies you or we may have at law or in equity.

Waiver. If we choose not to enforce any right that we have against you at any time, this does not prevent us from later exercising or enforcing that right.

Assignment. You may not assign, sub-license, or otherwise transfer any of your rights and obligations in these Terms to any other Person without our prior written consent, which we may give or withhold, at our sole discretion. We may assign these Terms without notice to you or consent from you.

Governing Law and Jurisdiction. These Terms shall be governed by and interpreted under the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. Subject to the Dispute Resolution provisions, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario regarding any dispute or claim that may arise from or in connection with these Terms.

Enurement. These Terms will be binding upon and inure to your and our benefit and to the use of your and our respective heirs, successors, permitted assigns, and legal representatives.

Statutory Rights. These Terms shall not prejudice your statutory rights as a consumer.
Survival. Any provisions of these Terms that require or contemplate performance after termination and, by their nature, must survive the termination of your Account, or your Use of the Services will survive such termination.

If you have any questions regarding these Terms or if you wish to request any information from us, please contact us by email at reachnexus@unityhealth.to.