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NiaHealth Terms of Use

Last updated: February 18, 2024

The following terms of use constitute a legal agreement and are entered into by and between you and 15459354 Canada Inc. dba NiaHealth (“NiaHealth”,“we”, “us”, “our”). The following terms of use, together with any other  terms that are expressly incorporated by reference herein, (collectively, Terms of Use”)govern your access to and use of: (a) our online patient portal or communication platform (which may be licensed through a third party provider) (the “Patient Portal”) and our website https://www.niahealth.co (together with the Patient Portal, the “Platform”), including any content, functionality and services offered on or through the Platform; (b) any tools, resources, text, pictures, media, data, information and other materials or content (collectively, the “Content”) contained on or provided through thePlatform; and (c) any other products or services provided by us to you, including the NiaHealth Services (defined below) and your Report (defined below) ((a), (b), and (c), collectively, the “Offerings”). The terms “you”or “your” refer to the individual or entity browsing, installing, downloading, accessing or otherwise using our Offerings (“use” or “using”in these Terms of Use will mean any of the foregoing).

BY USING OUR OFFERINGS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMSOF USE.  BY USING OUR OFFERINGS, YOUREPRESENT AND WARRANT THAT YOU: (A) HAVE REACHED THE LEGAL AGE OF MAJORITYUNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH NIAHEALTH; AND (B) AREUSING OUR OFFERINGS WHILE LOCATED IN BRITISH COLUMBIA, ALBERTA OR ONTARIO (THE“JURISDICTIONS”).

IF YOU DO NOT MEET BOTH OF THESE REQUIREMENTS, YOU MUST NOTACCESS OR USE OUR OFFERINGS. IF YOUARE USING OUR OFFERINGS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO USTHAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

THE SERVICES MADE AVAILABLE BY ACCESSING THE OFFERINGS ARE NOT EMERGENCY OR PRIMARY CARE SERVICES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR ATTEND THE NEAREST EMERGENCY ROOM. These Terms of Use do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

These Terms of Use do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

1. Changes to these Terms of Use and our Offerings

(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Platform and will send you an email or notify you by some other means as required by applicable law; (ii) post a new version to the Platform; and (iii) update the“Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further access or use of our Offerings is permitted. If you do not agree to any change(s) after receiving a notice from us of such change(s), you will stop using our Offerings. Otherwise, your continued access to or use of ourOfferings after any changes to these Terms of Use indicates your acceptance of such changes.

(b) We reserve the right to change ourOfferings at any time, without notice to you. We may, at our discretion, suspend your access to or use of our Offerings or any component thereof: (i)for scheduled maintenance; (ii) if you violate any provision of these Terms ofUse; (iii) to address any emergency security concerns; (iv) to modify ourOfferings; or (v) if required to do so by a regulatory authority or as a result of a change in standards of practice or a change in applicable law.

2. NiaHealth Services

Description of Services: NiaHealth offers a unique blood analysis health and wellness service, which can be accessed by purchasing one of NiaHealth’s specific product offerings, as more particularly described at [insert link to the page where services are described] (each, a “NiaHealthService”). By analyzing your blood and the information you provide in response to targeted questions about your health and lifestyle through the Platform, the NiaHealth Service provides you with personalized insights related to healthy aging, diet and performance as well as other risk estimates and reports (“Your Report”).  Certain NiaHealth Services will also include a virtual consultation with a licensed health professional whois authorized to order and report on laboratory tests in the applicableJurisdiction (a “HealthProfessional”) or their delegate with the requisite education, training and experience, who may not be a licensed health professional in the applicable Jurisdiction (together with Health Professionals, the “NiaHealth Professionals”).

Our Offerings are intended to provide lifestyle advice primarily to enhance your current health state.  Our Offerings are NOT intended or designed to:

- diagnose, manage or treat any illness, disease, disorder or condition;

- identify any disease or disorder as the cause of particular symptoms you may be experiencing; or 

- be used as the basis for any medical treatment decisions, including prescribing medications or discontinuing any existing medical treatment plans or medications you may have been prescribed by your doctor or other licensed health professional.

How it Works: To obtain the NiaHealth Service:

- You must sign up for our service and create an Account (described below) with your up-to-date contact information and answer a small number of questions about yourself, including by providing certain information regarding your health and lifestyle.
- If you purchase a blood analysis product, your blood will be drawn and your laboratory testing will be conducted by one of our third-party partner labs, which you will choose during the purchase and scheduling process on our Platform. NiaHealth is not a licensed laboratory and does not conduct any laboratory tests on your blood directly, but relies on its third-party partner labs to provide these services.Please review the terms of service found on our third-party partner lab’s website for more information about your rights, obligations and the conditions applicable to having a blood test completed by such third-party partner lab.  If you do not recall which third-party partner lab will be performing this service for you, please contact [Insert contact information.]

- All of NiaHealth’s third-party partner labs are certified under the U.S. FDA’s Clinical Laboratory ImprovementAmendments (CLIA) program and hold the necessary licences to perform laboratory blood tests in accordance with applicable laws. NiaHealth is not responsible for the services offered by our third-party partner labs and continued use of ourOfferings assumes you have accepted the terms of use of the third-party partnerlab you have chosen for your blood draw and laboratory testing

- NiaHealth analyzes the responses you have provided to the questions about yourself and the results of your blood tests conducted by our third-party partner lab to produce YourReport, which is reviewed and approved by a Health Professional prior to being finalized.

- NiaHealth alerts you when Your Report is ready and you will receive Your Report, which will be password-protected.

- If you purchase a NiaHealth Services that states that it will include a consultation with a NiaHealthProfessional, your consultation with a NiaHealth Professional will be booked through our Platform.
 

Use of YourReport: You should not interpret Your Report or any of the information included in your blood test results or any other Content as are commendation of any specific treatment plan, product or course of action in connection with any illness, disease, disorder or condition. You should always consult your doctor or other licensed health professional before starting any new treatment or stopping any treatment that has been prescribed for you.

You should seek the advice of a doctor or other licensed health professional if you are experiencing any symptoms or believe you may have any disease or medical condition, regardless of any information contained within or omitted from Your Report. You should not ignore professional medical advice or delay seeking it because of any information provided to you in Your Report or any other Content.

Not PrimaryCare:  The NiaHealth Services are not a substitute or replacement for primary care health services. NiaHealth does not provide allergy testing and none of our Offerings should be interpreted as allergy testing. The NiaHealth Services are not considered “medically necessary” services insured by the government health insurance plan in any of the Jurisdictions.  As a result, the NiaHealth Services are note ligible for reimbursement by any applicable government health insurance plan.None of the Fees charged to you are payments for a provincially insured service or any component or constituent element of a provincially insured service.

NiaHealth Professionals: To satisfy applicable laws in the Jurisdictions, we have engaged the services of Health Professionals to order your blood test and to interpret your blood test results, prior to making these results available to you through Your Report. All NiaHealth Professionals are providing services as independent contractors to NiaHealth. NiaHealth is not carrying on the practice of medicine or nursing in any jurisdiction and does not offer any genetic counselling services.  NiaHealth is not a party to the therapeutic HealthProfessional-patient relationship you may form with any Health Professional providing services through the Platform. To the extent permitted by applicable law, the scope of the therapeutic HealthProfessional-patient relationship you form with a Health Professional is limited to, and will only extend to, the delivery of the specific components of the NiaHealth Service that you have requested through the Platform.  After the NiaHealth Service has been delivered to you, your therapeutic Health Professional-patient relationship with the Health Professional will automatically terminate.  

NiaHealth does not provide primary care health services or facilitate any services provided by Health Professionals other than as explicitly referenced as forming a part of the NiaHealth Services. If Your Report includes any information or a recommendation that you should seek medical or other health advice from a licensed health professional, you should obtain medical or health services from your doctor or another licensed health professional outside of the NiaHealth Services.  We will send Your Report to your doctor or other licensed health professional in accordance with your instructions.

NiaHealthProfessional Consultations:  If you purchase a NiaHealth Service that includes a consultation with a NiaHealth Professional your appointment with theNiaHealth Professional will be scheduled through the Platform.  If the Health Professional reviewing YourReport otherwise believes that a consultation with you is appropriate based on your blood test results, the Health Professional will contact you directly to discuss your blood test results.  You must ensure that you include up-to-date contact information when you create your Account to ensure that a Health Professional can contact you directly if the Health Professional determines it is necessary or appropriate to do so based on your blood test results.  All of the consultations with NiaHealth Professionals will be conducted through virtual means through NiaHealth’s Platform or NiaHealth’s third-party platform provider and you will not be able to access any in-person services from a NiaHealth Professional through NiaHealth. You may reschedule your appointment with a NiaHealth Professional at any time up to 24 hours in advance of your appointment. If you do not attend your scheduled appointment or arrive at your appointment more than 15 minutes after your scheduled time, you will be considered a “no show”and your appointment will be cancelled and any portion of the Fees paid by you as consideration for services rendered by the NiaHealth Professional will be applied as a cancellation fee for your missed appointment.

If you have any questions regarding the financial terms or if you wish to speak with a member of the NiaHealth team regarding financial or insurance matters, please contact us at mike@niahealth.co.


3. Privacy and Electronic Communication

You understand that NiaHealth will collect, use, handle and disclose your personal information, including personal health information (“PersonalInformation”) in the manner described in our Privacy Policy, found at [Insert Privacy Policy URL] (“Privacy Policy”).   When you create anAccount, use or view our Offerings or send e-mails or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you through your Account accessed through the Platform, by e-mail, or by posting notices on our Platform, as described in our Privacy Policy. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. Third Party Content, Websites or Services

(a) Our Offerings may provide or publish links or access to third party content, websites or services. Likewise, we may allow you to access our Offerings from third party systems. NiaHealth does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites or services are the property of their respective owners. NiaHealth does not endorse any third-party content, websites, services or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. Third party content, websites, services or systems are not under NiaHealth’s control, and if you choose to access any such content, websites or services, or to access our Offerings from such systems, you do so entirely at your own risk. You acknowledge that you maybe required to accept terms of use applicable to third-party content, websites, services or systems and agree to accept and comply with any such terms of use.  

(b) Your interactions with organizations or individuals found on or through our Offerings, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations or individuals. You agree that to the fullest extent permitted by applicable law, NiaHealth is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions.

5. Your User ID and Account

(a) In order to access certain features within ourOfferings, you will be required to successfully sign up for a user account using the available interfaces within our Platform (an “Account”) and select a username and password login credentials (the “User ID”). You will keep your Account and User ID secure and will not grant access to or otherwise share your Account or User ID with any other person. You will immediately notify us at mike@niahealth.coif you become aware of any actual or suspected unauthorized use of yourAccount.

‍(b)  must provide us with true,accurate, current and complete information relating to your User ID and Account.  You must ensure that yourAccount includes your up-to-date contact information to ensure that a HealthProfessional can contact you directly if the Health Professional determines itisnecessary or appropriate to do so based on your blood test results. Ifwe ieve or suspect that your information is not true, accurate, current orcomplete, we may deny or terminate your access to your Account and ourOfferings. Your identification may need to be verified in order for the Health Professionalsto comply with their professional obligations. We reserve the right to disable any User ID or Account issued to you atany time in our sole discretion. If we disable access to your Account or a UserID issued to you, you may be prevented from using or accessing our Offerings(or any portion thereof).

6.  Grant of Access to and Ownership of ourOfferings

Subject to these Terms of Use, we grant you a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable right during the Term (as defined below) to access and use our Offerings, including to download and display Your Report and local Content solely in connection with using our Offerings, in accordance with these Terms of Use. Neither these Terms of Use nor your use of our Offerings grants you ownership in our Offerings or the Content you access through our Offerings. These Terms of Use do not grant you any right to use NiaHealth’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in our Offerings and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of NiaHealth (or our third-party suppliers, if applicable). Any use of third-party software provided in connection with our Offerings will be governed by such third parties’ licenses and not by these Terms of Use. All rights not expressly granted to you in these Terms of Use are reserved by NiaHealth.

7. No Reliance

The Content on our
Platform is provided for general information purposes only. It is not intended to amount to medical advice on which you should rely unless a NiaHealth Professional specifically confirms otherwise during a consultation with you. Your use of our Offerings is at your own risk and neither NiaHealth nor its parent, subsidiaries, affiliates and the irrespective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of our Offerings, except as otherwise provided under applicable law. All statements or opinions expressed in any third-party content, other than the Content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. You acknowledge that you should not solely rely on the Content or Your Report made available to you through theOfferings.  The only medical or health advice made available to you through your use of the Offerings will be any personalized consultation or advice made available to you by a NiaHealth Professional during a consultation with you, while acting in their capacity as independent contractors.

8. Disclaimer

TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR OFFERINGS, THE CONTENT, YOUR REPORT AND ANY PRODUCTS OR SERVICES FOUND OR ATTAINED THROUGH THE PLATFORM OR OUR OFFERINGS IS AT YOUR OWN RISK. OUR OFFERINGS, THE CONTENT AND YOUR REPORT ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS. WE ARE MAKING NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WITH RESPECT TO OUR OFFERINGS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE  LAW, UNDER NO CIRCUMSTANCE WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS,EMPLOYEES, CONTRACTORS, AGENTS OR LICENSORS, OR ANY SUCCESSORS OR ASSIGNS OFTHE FOREGOING (COLLECTIVELY WITH NIAHEALTH, THE “NIAHEALTH PARTIES”) BE LIABLE FOR ANY INDIRECT,SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE,LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA UNDER ANY LEGAL THEORY, EVEN IF ADVISED OR HAD REASON TO KNOW THAT SUCH DAMAGES MIGHT OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, OUR OFFERINGS, EXCEED $100CAD.

10. Indemnification

To the maximum extent permitted by applicable law, you hereby defend, indemnify and hold harmless NiaHealth Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms of Use or your use of our Offerings.

11. Geographic Restrictions

NiaHealth is based in Alberta in Canada. We provide our Offerings for use only by persons located in the Jurisdictions. Our Offerings are not intended for use in any jurisdiction other than the Jurisdictions and is not intended for use in any jurisdiction where its use is not permitted. We are relying on you to provide accurate information regarding your physical location when accessing the NiaHealth Services.

12. Fees and Payment

In consideration for NiaHealth’s provision of the NiaHealth Services, you agree to pay the fees and, if applicable, additional charges set out in [INSERT URL]/[INSERT WHERE FEES WILLBE SET OUT] (the “Fees”), in accordance with the payment terms set out therein. All amounts charged to you as Fees will be payable to NiaHealth. NiaHealth is collecting the Fees on its own behalf and, in certainJurisdictions, NiaHealth may be collecting a portion of such Fees on behalf of the applicable Health Professional rendering services to you.  All Fees paid by you are final and non-refundable; provided that at any time prior to all of your NiaHealth Service being provided to you, you may receive a refund for any portion theFees paid by you which were collected by NiaHealth on behalf of a HealthProfessional and that relate to a component of the NiaHealth Service that has not yet been rendered, by contacting mike@niahealth.co. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes.You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Use, other than taxes based on the net income or profits of NiaHealth. Unless otherwise determined by NiaHealth, all dollar amounts relatingto these Terms of Use will be in Canadian dollars.

13. Third Party Payment Processor

You will provide NiaHealth or, if applicable, a third-party payment processor (the “PaymentProcessor”) with the information necessary to process a payment from you, including the billing informationrequested on through the Platform or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to theseTerms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay Fees by any manner then available on the Platform or applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us orthe Payment Processor to charge the applicable payment method at our or their convenience (but, in any event, within 30 days of credit card authorization).You represent and warrant that you will not use any credit card or other form of payment, unless you have all necessary authorization to do so. We reserve the right to correct any errors or mistakes that any Payment Processor make seven if it has already requested or received payment.

14. YourResponsibilities

(a) use reasonable efforts to prevent unauthorized access to or use of our Offerings;

(b) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your Account or User ID, including any loss, theft, or unauthorized disclosure or use of your User ID or Account;

(c) not, and will not permit anyone else to:

(i) sub-license, sell, rent, lend, lease or distribute our Offerings or any intellectual property rights therein or otherwise make our Offerings available to others;

(ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to our Offerings (e.g., a denial of service attack), including by accessing or using our Offerings to permit timesharing, service bureau use or to commercially exploit our Offerings;

(iii) use or access our Offerings in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of our Offerings or for any purpose or in any manner not expressly permitted in these Terms of Use;

(iv) use our Offerings to create, collect, transmit, store, use or process any User Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party(including any moral right, privacy right or right of publicity);

(v) attempt to gain unauthorized access to ourOfferings, or bypass any measures we may use to prevent or restrict access to our Offerings, including by performing any vulnerability, penetration or similar testing of our Offerings;

(vi) modify, reverse engineer, reverse assemble, disassemble, or decompile our Offerings (any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to our Offerings;

(vii) access or use our Offerings for the purpose of building a similar or competitive product or service;

(viii) violate the terms of use of any third party website that is linked to our Offerings;

(ix) remove or obscure any proprietary notices or labels on our Offerings, including brand, copyright, trademark and patent or patent pending notices; or

(x) encourage or engage in any other conduct that restricts or inhibits any other user’s access or use of our Offerings, or which, as determined by us, may harm our Offerings or users of our Offerings or expose them to liability.

15. Feedback

You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”, and for the avoidance of doubt, Feedback will not include Personal Information provided by you when obtaining the NiaHealth Services) will not be treated as confidential, and nothing in theseTerms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.

16. Malicious Code and Security

The downloading and viewing of Content and Your Report is done at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service ,repairs or connections of and to your computer system or mobile device that maybe necessary as a result of your use of our Offerings.

17. Term and Termination; Survival

(a) These Terms of Use will commence on the day you first use our Offerings and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”).We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through our Offerings. You may terminate these Terms of Use at any time and with immediate effect by notifying NiaHealth and ceasing use of our Offerings. For greater certainty, if you continue to use any portion of our Offerings that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.

(b) The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 3 (Privacy), 4 (Third PartyContent, Websites or Services), 6 (Grant ofAccess to and Ownership of the Offerings), 7 (NoReliance), 8 (Disclaimer),9 (Limitation of Liability), 10 (Indemnification),15 (Feedback), 16 (Malicious Code and Security),  17(b) (Survival), 18 (AdditionalTerms), and 19 (GeneralProvisions).

18  Additional Terms

Your access to and use of certain functionalities provided in or through our Offerings may be subject to additional terms and conditions presented to you by NiaHealth, our service providers, or NiaHealth Professionals. Such additional terms and conditions are incorporated herein by reference and you agree to comply with such additional terms and conditions at all times. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

19. General Provisions

(a)  Choice of Law. Except as restricted by applicable law, the Offerings and these Terms of Use will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision. Any action or proceeding arising out of or relating to the Offerings and under these Terms of Use will be instituted in the courts of Edmonton, Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

(b) Entire Agreement and Interpretation. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform. In these terms “include” or “including” means including“without limitation”.

(c) Waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms ofUse or invalidate or render unenforceable such term or provision in any other jurisdiction.

(e) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. Any assignment in violation of thisSection will be void. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

(f) EnglishLanguage. At this time the NiaHealth Services are only available in English.  It is the express wish of the parties thatthese Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents quis’ y rattachent soient rédigés en anglais.

20. Contact

If you have any questions or comments regarding these Terms of Use or have feedback, comments, requests for technical support and other communications relating to our Offerings please contact us at mike@niahealth.co.