1. Agreement Between User and HealthCare365 Inc.

These terms of use, as amended from time to time ("Terms"), are a binding contract between HealthCare365 ("HealthCare365", "HC365" or "we", "us", "our") and you ("you", "Client"). You must read and agree to these terms, including the privacy policy and email communication policy before using HealthCare 365's services, online portal, or any software, tools, applications, mobile applications, features or functionality provided by HealthCare 365 (collectively, the "Service"). By using the service, you agree to these terms. If you do not agree to these terms, do not use the service. Our service is for consumer health management, education, and coordination use only. Nothing contained in this website, app or provided to you the consumer is or should be considered, or used as a substitute for, medical care, diagnosis or treatment. We advise users to always seek the advice of a physician or other qualified health care provider with any questions regarding personal health or medical conditions. HealthCare 365 has the necessary qualifications, experience and abilities to provide supplemental healthcare management , education and coordination services subject to the Terms set out herein. The service does not provide insured healthcare services. We provide uninsured services that are complementary and supplementary to insured healthcare services. We will only provide the service subject to the Terms set out herein. By becoming a client of HC365 and through the continued use of the Service, the Client:

  1. authorizes HC365 to obtain personal health information directly from the Client, their health providers, their emergency contacts and anyone else who may be considered part of the Client's circle of care;
  2. authorizes HC365 to share their personal health information with their health providers, emergency contacts and anyone else who may be considered part of the Client's circle of care unless specifically directly otherwise by the Client;
  3. agrees that all persons who use Services under their account or with their authorization will be made aware of these Terms and the Client will take all reasonable measures to ensure their use complies with them;
  4. acknowledges that the acts or omissions of all persons who use Services under their account or with their authorization will be treated for all purposes as the Client's acts or omissions;
  5. acknowledges that they have had the opportunity to review these Terms, the Privacy Policy, as well as the Email Communication Policy;
  6. confirms that the information they has provided to us is up-to-date and accurate; and
  7. agrees to notify us of any change in the Client's information.

2. Modification of These Terms of Use

HealthCare365 reserves the right to change the terms, conditions, notices, which include the Privacy Policy and Email Communication Policy, under which the HealthCare365 Services are offered, including but not limited to the charges associated with the use of the HealthCare365 site. We encourage you to check back regularly to review these Terms at least once every 30 days.

3. Privacy Policy

Please see our Privacy Policy. Our Privacy Policy is part of and incorporated into these Terms.

4. Email Communication Policy

Please see our Email Communication Policy. Our Email Communication Policy is part of and incorporated into these Terms.

5. Modifications To Service

We reserve the right to change the URL, modify or discontinue, and restrict or block access to, the Service without notice to you. We may modify or remove any Content from the Service at any time without notice to you, including removal of Content that we believe to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

6. Service

We provide management services that complement and supplement insured primary care services to deliver a comprehensive and managed primary care solution. The Service may consist of, but not be limited to, care coordination, development and management of health plans, management of known specialist referrals and hospital care, facilitated communication with alternative and allied care providers, 24-hour access to medical advice and triage, and health and wellness education. The Service may also include any other tasks which the parties may agree on.

7. Term

The Services will commence on the date you receive your access credentials (Username and initial Password) (the "Commencement Date") and will continue thereafter unless either HealthCare 365, you or the employer or company sponsoring you terminates the relationship.

8. Termination or Cancellation

Right to Terminate

We may, at any time, with or without notice to you, terminate your access to the Service, and your Account, or block your access to the Service if:

  1. We believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of HealthCare365, our users, or any other person;
  2. Requested by law enforcement or other government agencies;Your Account has extended periods of inactivity; or
  3. The employer or company sponsoring your access terminates their relationship with HealthCare365.

Notice of Termination

HealthCare365 has no responsibility to provide notice of termination or cancellation to HealthCare365. Should notice be provided, HealthCare365 will send any relevant communication to any address (email or otherwise) that we have for you in our records.

Effect of Termination

Upon termination of the Service, your agreement with HealthCare365 pursuant to these Terms will also terminate, except that the following provisions survive the termination: Section 10 "Materials Provided to HealthCare365 or Posted At Any HealthCare365 Site," Section 11 "Disclaimer, Warranties, Exclusion of Damages, and Limitation of Liability," Section 13 "Indemnification," and the Privacy Policy. If your Account or access to the Service is terminated, you may no longer have access to the Content you posted on the Service.

9. Performance

Both HC365 and the Client agree to do everything reasonable to abide by the Terms set out herein.

Both HC365 and the Client acknowledge and agree that, for the purpose of providing the Service described herein and specifically with respect to the Client's annual and ongoing health and wellness maintenance plans, both HC365 and the Client have an obligation to use such reasonable efforts that a prudent person desirous of achieving a result would use in similar circumstances to comply, develop, implement, and participate in ongoing efforts to achieve positive and progressive health outcomes.

HC365 and the Client acknowledge and agree that throughout the course of the relationship together they will work together to build and maintain a dignified, mutually respectful and mutually responsible relationship that involves the delivery of healthcare. This relationship acknowledges that all individuals:

  • Are entitled to be cared for in a respectful, dignified and safe manner by competent health professionals
  • Are entitled to privacy and confidentiality of their personal health information
  • Are collaborative participants in decisions about their health matters
  • Are active participants in healthcare planning and intervention
  • Are active participants in the improvement of their health status
  • Will use available healthcare resources responsibly

10. Materials Provided to HealthCare365 or Posted on Any HealthCare365 Site

Content Protected by Intellectual Property Rights; No Warranty.

Any content available through the Service, including tools, applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, "Content") is protected by the intellectual property rights of HealthCare365 or its licensors. HealthCare365, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT:

  • THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT; OR
  • THE SATISFACTION OF ANY LAWS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUGS OR OTHER HEALTH-RELATED PRODUCTS AND SERVICES.

Your Warranties Regarding Your Content.

To post Content on the Site, you must first complete the Site registration process to create a password (the "Account"). Do not share your password with anyone. You must always provide accurate, current, and complete information to HealthCare365 for the Service. You must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Service through your Account will be deemed as being used by you. HealthCare365 is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

HealthCare365 does not claim ownership of the materials you provide to HealthCare365 (including feedback and suggestions) or post, upload, input or submit to any HealthCare365 Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting HealthCare365, its affiliated companies and necessary sublicenses permission to use your Submissions in connection with the operation of their business including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions.

No compensation will be paid with respect to the use of your Submissions, as provided herein. HealthCare365 is under no obligation to post or use any Submissions you may provide and may remove any Submissions at any time in HealthCare365's sole discretion.

By posting, uploading, inputting, providing or submitting your Submissions you warrant and represent that you own or otherwise control all of the rights to your Submissions as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Disclaimer, Warranties, Exclusion of Damages, and Limitation of Liability

HC365, its directors, officers, employees and/or consultants are not liable for any damage, illness, degradation in health, failure of performance, errors in communication, including loss of health, loss of business, loss of profits, loss of opportunity or any other indirect or consequential loss of damage whatsoever in connection with HC365's Service delivery or lack thereof, and the Client hereby indemnifies HC365 in respect of same.

THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE.

THE SERVICE IS FOR CONSUMER HEALTH MANAGEMENT, EDUCATION, AND COORDINATION USE ONLY. NOTHING CONTAINED IN THIS SITE OR THE SERVICE IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL CARE, DIAGNOSIS OR TREATMENT. THE SERVICES AND THE SITE ARE HERE TO MANAGE, EDUCATE AND COORDINATE CONSUMERS ON HEALTH CARE AND MEDICAL ISSUES THAT MAY AFFECT THEIR DAILY LIVES. THIS SITE AND THE SERVICES DO NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE, DIAGNOSIS OR TREATMENT. WE ADVISE USERS TO ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER BECAUSE OF THIS SERVICE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY. IF YOU ARE IN THE UNITED STATES OR CANADA AND ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 OR CALL FOR EMERGENCY MEDICAL HELP ON THE NEAREST TELEPHONE. Health and medical information changes constantly. Therefore, the information provided on this Service or on the linked sites should not be considered current, complete or exhaustive, nor should you rely on such information to recommend a course of treatment for you or any other individual. Reliance on any information provided on the Service or the linked sites is solely at your own risk.

NO ENDORSEMENT

HealthCare365 DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED BY HealthCare365, HealthCare365 EMPLOYEES, OTHERS APPEARING ON THE SITE AT THE INVITATION OF HealthCare365, OR OTHER VISITORS TO THE SERVICE IS SOLELY AT YOUR OWN RISK.

YOU ACCEPT THE SERVICE "AS-IS"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HealthCare365 AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE HealthCare365 SITE, WITH THE DELAY OR INABILITY TO USE THE HealthCare365 SITE OR SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE HealthCare365 SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE HealthCare365 SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HealthCare365 OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HealthCare365 SITE, SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE HealthCare365 SITE AND SERVICE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

WE, AND OUR CONTENT PROVIDERS, CANNOT AND DO NOT GUARANTEE OR WARRANT AGAINST ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. USERS OF THE SERVICE ARE RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO HealthCare365 FOR THE RECONSTRUCTION OF ANY LOST DATA. HealthCare365 PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE". THAT MEANS THAT THE INFORMATION CONTAINED ON OR PROVIDED THROUGH THIS SERVICE IS INTENDED FOR GENERAL CONSUMER UNDERSTANDING AND EDUCATION. ANY ACCESS TO THIS SITE IS VOLUNTARY. WE WILL REGARD ALL ACCESS AS VOLUNTARY AND AT THE SOLE RISK OF THE USER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HealthCare365 MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, TOOLS, SOFTWARE, OR CONTENT INCLUDED IN THE SERVICE. HealthCare365 MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HealthCare365 EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.

HC365 has no responsibility for or liability to correct, validate, bring into compliance or make any other remedy to any problem with the Service, recommendations or communications that are caused in whole, or in part by the improper, inadequate or omitted information and/or usage by the Client, or any incompatibility or misunderstanding of the Client, or the Client's environment, hardware or software in receiving, displaying or translating the Service, recommendations or communications.

You agree to hold HealthCare365 and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, independent contractors, licensors, experts, content providers, advisors, vendors, and suppliers, and each of their respective successors and assigns (collectively, the "Indemnified Persons"), harmless from, and indemnify them for all damages, costs, expenses and other liabilities, including reasonable attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the tools, software, and other aspects of the Service and the Content; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any user of the Service and any dispute you have related to any merchant or advertising found on or through the Service; (iv) HealthCare365's resolution (if any) of any dispute you have with any user of the Service; (v) your improper authorization for HealthCare365 to collect, use or disclose any Submission or Content provided by you; and (vi) any disclosures made with your permission.

12. Assignment

HC365 will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without prior written notification to the Client.

13. Dispute Resolution

In the event a dispute arises out of or in connection with these Terms & Conditions the parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Ontario. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Ontario.

14. Severability

If any provision of these Terms & Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of these Terms & Conditions shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify these Terms & Conditions so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.