These Avocare Terms and Conditions (“Agreement”) govern your use of the Avocare applications. By registering for Avocare and accepting this Agreement, you agree to be bound by this Agreement. You may only register for Avocare for yourself and your Dependent Children. You must be an individual to use Avocare.
“Avocare” means, collectively, the web-based and mobile Avocare applications.
“Avocare Parties” means Us, Our affiliates, subsidiaries, service providers, successors, assigns, and each of their respective officers, directors, owners, employees and representatives.
“Clinic” means a specific location at which, or in association with which one or more Providers provide services to patients and which is registered with Us.
“Dependent Child” and “Dependent Children” means person(s) under the age of sixteen years of whom you are the legal guardian;
“Provider” means an individual health care practitioner who provides medical or health care services at or in association with a Clinic.
“Services” means the various services we offer and may offer from time to time through Avocare, including (i) making available of Avocare for Your use to facilitate communication between You and Your Provider and Clinic, (ii) Your use of Avocare and any messaging channels or services by which You communicate with Your Clinics and Providers using Avocare; (iii) any subscription services we may offer from time to time; and (iv) any pay-per-use services we may offer from time to time.
“We”, “Us” and “Our” mean Avocare Corporation, an Ontario corporation and the owner and creator of Avocare.
“You” and “Your” mean the person who uses Avocare.
You may commence Your registration for Avocare at a Clinic from which You receive medical or health care services, through a registration link provided by Your clinic or via Our website. If You commence registration at Your Clinic, and once You submit initial registration information, We will send You a link to Your electronic mail address, which will allow You to complete Your registration. If You do not commence Your registration at a Clinic, We must receive Your Clinic’s approval of Your registration before We can complete Your registration for Avocare.
Avocare may only be used to facilitate two-way communication and fulfillment of requests between You and Your Providers and Clinics. You agree as follows:
Avocare is intended to be generally available seven (7) days per week, twenty-four (24) hours per day, except for downtime for system maintenance and other reasons beyond our reasonable control. Avocare and the Services may continue to change over time as We refine and add more features. We may stop, suspend, or modify the Avocare and the Services (or any of them) at any time without prior notice to You.
We may provide access to the Services through various channels including Our website, mobile applications, third-party messenger applications and text, SMS or other messaging services.
We use commercially reasonable efforts to safeguard and protect (including putting in place reasonable physical, electronic and managerial procedures) the confidentiality of communications made by You and data transmitted via Avocare. We conduct reasonable due diligence in the selection and monitoring of Our service providers.
We may use service providers and third party enabled tools (such as applications that enable SMS messaging) that we determine are appropriate to host Avocare and to assist us in providing any of the Services.
Although we will make reasonable efforts to safeguard and protect the confidentiality of communications made by You and data transmitted via Avocare, no data transmission over the Internet or other communication systems utilized can be guaranteed to be 100% secure and there is always some risk that an unauthorized third party could find a way to thwart our security measures, including by intercepting transmissions. This risk is heightened if you are using unsecured/public Wi-Fi.
WE DO NOT GUARANTEE THE SECURITY OF COMMUNICATIONS AND DATA PROVIDED OR TRANSMITTED THROUGH AVOCARE.
Our role is limited to making the Services available to You in accordance with this Agreement. We are independent from the Clinics and Providers who register to use Avocare and We are not responsible for their acts, omissions or for any content of the communications they make using Avocare. We do not engage in the practice of medicine or provide any other health services. You are fully responsible for the content of the communications You make using Avocare.
We may from time to provide You with links to websites and services provided by third parties. If We do so, We do not endorse any such third party websites or services and We do not guarantee the quality, accuracy, currency, timeliness, reliability or fitness for any purpose of any third party websites or services. If You choose to access any such website or service, You do so at your own risk.
We or Our licensors own all rights, title and interest in and to Avocare and the Services and any software, technology, tools, designs, graphics, illustrations, logos and marks used by Us to provide the Services or in connection with Avocare (“Our Content”). This Agreement provides You with a royalty-free, non-exclusive, non-sub-licensable, revocable, non-transferable limited license to use Avocare in accordance with this Agreement during the Term. You do not have any rights to lease, sublicense, distribute, copy, transfer, reproduce, display, adapt or modify any of Our Content. You may provide input, comments or suggestions regarding Avocare or the Services (“Feedback”). You acknowledge and agree that We may use any Feedback without any obligation to You and You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such feedback as We deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in Our sole discretion.
The term of this Agreement will begin on the date that We notify You that Your registration is complete.
You may terminate this Agreement at any time by requesting by email or through Avocare that Your user account be deactivated. We may terminate this Agreement at any time with immediate effect by notifying You by email or message to Your current email or other electronic address on file with Us or through Avocare. In either case, this Agreement will be terminated and You are required to immediately stop using Avocare and uninstall all Avocare applications from your systems, including Your mobile device.
We may suspend Your access to Avocare and/or Your use of the Services or any of them temporarily or permanently if we determine You are in breach of this Agreement.
We may revise any terms of this Agreement at any time. The most current version will always be posted on the Avocare website and we will post a notice indicating any material changes. We recommend You frequently visit the Avocare website to monitor any changes to this Agreement. We may, but are not required to, email You to provide notice that we have changed this Agreement. We are not responsible if any email notice gets caught by your email filter and You do not see the email, if You provided us the wrong email address, if You did not update Your email address that We have on file, or if there are other Internet or communications issues that prevent Our email from reaching You. If You continue to use Avocare following Our changes, this will indicate Your agreement to the changes and the revised version of this Agreement. If You do not agree to the revised Agreement, You must stop using Avocare.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AVOCARE PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR, LOSS OF USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OF OUT OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICES OR AVOCARE. THE AVOCARE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN. ALL RISK AS TO THE RESULTS, PERFORMANCE AND USE OF THE SERVICES AND AVOCARE IS ASSUMED BY YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO AVOCARE AND THE SERVICES, WHETHER EXPRESS, IMPLIED STATUTORY OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
We do not assume liability or responsibility for any (i) any interruption or cessation of the Services; (ii) any bugs, viruses, worms, trojan horses, harmful or malicious code or the like that may be transmitted via Avocare by any third party; or (iii) any acts, omissions or failures of any third party.
We use commercially reasonable efforts to safeguard and protect the confidentiality of communications made by You and data transmitted via Avocare, but we do not guarantee its security. We will use service providers that we determine are appropriate to host Avocare and to protect the data transmitted via Avocare. We rely on Our service providers to provide a secure platform. We conduct reasonable due diligence in the selection and monitoring of Our service providers.
The limitations and exclusions of liability set out herein shall apply regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, by statute or otherwise, and whether or not foreseeable or we are advised of the possibility of such damages. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS AGREEMENT ARE REASONABLE BASED UPON THE COMMERCIAL CIRCUMSTANCES, AND WE WOULD NOT HAVE ENTERED INTO THE AGREEMENT BUT FOR THE LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED HEREIN. In no event shall the Avocare Parties be liable to You for any claims, proceedings, liabilities, obligations, damages, losses or costs.
You agree to indemnify, hold harmless, and defend the Avocare Parties and each Clinic in respect of which You use the Services from and against any and all liability, loss, claim, damages, expense, or costs (including legal fees), incurred by or made against the Avocare Parties or a Clinic in connection with any claim arising from or related to: (i) the access to Avocare and use of the Services by You and by anyone using a login and password provided to You; (ii) communications made by any of the parties identified in (i) above by using Avocare; and (iii) any breach or violation of this Agreement or any non-compliance with laws by You or anyone using Your user account. In the event of a claim to which this indemnity applies, You agree: (a) to fully cooperate at your expense as reasonably required by an Avocare Party or a Clinic; (b) each Avocare Party and Clinic may, at its election, assume the defense and control of any matter for which it is indemnified hereunder; (c) you shall not settle any matter involving an Avocare Party or a Clinic without the consent of the applicable party.
We shall not be liable for delays in or for failures to perform hereunder due to causes beyond Our reasonable control, including acts of God, Your 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, epidemics, flood, earthquakes, riot, or war.
Notwithstanding the termination or expiration of this Agreement for any reason, Sections 6, 8, 11, 12, 13, 16 and any right or obligation either of the parties which, by its nature, should survive termination or expiration of this Agreement will survive such termination or expiration.
You may not assign its rights and duties under this Agreement without Our prior written consent. We may assign any of Our rights and obligations under this Agreement without Your consent, and agree to provide reasonable notice to You if We do so.
This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any and all disputes relating to this Agreement or any of its terms.
This Agreement, as amended from time to time, together with the certification and consents You provide to us as part of the registration process, constitutes the entire and exclusive agreement between the You and Us with respect to Avocare and the Services, and supersedes and replaces any other agreements or terms and conditions applicable to your use of the Services.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the 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 the Agreement shall be valid and enforceable to the extent granted by law.
No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This electronic document, and all other electronic documents referred to or incorporated herein, will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; and (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents.
In the Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the words “including” or “include” in this Agreement shall mean “including, without limitation”; (iii) the division into separate Articles, Sections and Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Addendum; (iv) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (v) if any payment is required to be made or other action is required to be taken on a day which is not a business day, then such payment or action, as the case may be, shall be made or taken on the next business day; and (vi) the parties agree that the Agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.