TOUCH MEDICAL INTELLIGENCE INC.
Website Terms of Use

Last Updated: April 2021

PLEASE CAREFULLY READ THESE WEBSITE TERMS OF USE BEFORE USING THE TOUCH MEDICAL INTELLIGENCE INC. WEBSITE.  THESE TERMS OF USE ARE A BINDING CONTRACT THAT GOVERNS THE USE OF THE TOUCH MEDICAL INTELLIGENCE INC. WEBSITE, EXEMPTS TOUCH MEDICAL INTELLIGENCE INC. AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.

EACH TIME YOU ACCESS OR USE THE TOUCH MEDICAL INTELLIGENCE INC. WEBSITE, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE MOST CURRENT VERSION OF THESE TERMS OF USE.  IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE TOUCH MEDICAL INTELLIGENCE INC. WEBSITE.

NOT MEDICAL ADVICE:  THE SITE, INCLUDING THE CONTENT, IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO PROVIDE, OR TO BE A SUBSTITUTE FOR, PROFESSIONAL MEDICAL ADVICE.

ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER FOR ANY QUESTIONS YOU MAY HAVE ABOUT ANY ILLNESS OR OTHER CONDITION, INCLUDING THE SUITABILITY OR EFFECTIVENESS OF ANY PARTICULAR COURSE OF TREATMENT.  NEVER DISREGARD ANY PROFESSIONAL MEDICAL ADVICE BECAUSE OF ANYTHING YOU READ ON THE SITE.

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR A PHYSICIAN IMMEDIATELY.

1. Your Acceptance of these Terms of Use

These Terms of Use are a legal agreement between you and Touch Medical Intelligence Inc. (“Company”) regarding your access to and use of the Company website located at www.touchclinics.com (the “Website”).  The Website is the property of Company and its licensors.  Each time you access or use any aspect of the Website, you signify your acceptance and agreement, without limitation or qualification, to be bound by the most current version of these Terms of Use.  If you do not agree with these Terms of Use, you may not access or use any aspect of the Website.

2. Changes

Company may in its discretion revise, modify, change or otherwise update these Terms of Use at any time.  Your continued use of the Website after any modification of these Terms of Use constitutes your acceptance of and agreement with the Terms of Use as updated.  A notification of any update to the Terms of Use will be posted on the Website home page 60 days prior to the change.  Where required by applicable law, you will be notified by email or other method at contact information you have supplied for any newsletter, opt-in communication, or otherwise, if and when these Terms of Use are updated.  You may not change, supplement or amend these Terms of Use in any manner.

3. Permissible Users

You may not use the Website if you are under the age of majority in the jurisdiction in which you live or if you cannot form legally binding contracts under applicable law.  If you are under the age of majority, then your parent or legal guardian may use the Website on your behalf.  The Website may not be used by an individual in jurisdictions where access to or use of the Website or any part of it may be illegal or prohibited.  You may not use the Website if you breach these Terms of Use or if your permission to use the Website has been suspended or terminated by Company.

4. Permissible Use

The Website is made available to you for your lawful, personal, non-commercial use only.  You may use the Website only for the purposes and in the manner permitted by the Website and subject to these Terms of Use and all applicable laws.  Using the Website for any other purpose or in any other manner is strictly prohibited.The Website and its content may not be copied, reproduced, imitated, republished, translated, uploaded, posted, publicly displayed, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, for any purpose whatsoever, without the express prior written consent of Company.You may print Website pages for your personal, non-commercial informational purposes only; provided that you do not modify any of the pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices or disclaimers.

5. Other Terms and Conditions

Additional terms and conditions and policies (collectively, the “Other Terms and Conditions”) apply to purchases of products and services through the Website and to specific portions, features or services of or offered through the Website, including terms and conditions contained in patient consent forms. The Other Terms and Conditions are incorporated into and form part of these Terms of Use.  If there is a conflict or inconsistency between any Other Terms and Conditions and these Terms of Use, the Other Terms and Conditions will govern regarding the specific purchase, portion, feature or service to which they apply.

6. Ownership of Website The Website and its content (including all text, graphics, interfaces, images, video, sounds, music, artwork, designs, computer code, data, and other elements available on or through the Website, and the design, structure, selection, arrangement and look and feel of those items and the Website as a whole) are owned solely by Company and its licensors, and are protected by Canadian and international copyright, trademark and other laws.  Your use of the Website does not transfer to you any right, title or interest in, to or associated with the Website or its content.

7. Personal Information PrivacyBy using the Website, you consent to the collection, use, retention, disclosure and deletion of your personal information in accordance with Company’s Privacy Policy (available online: www.touchclinics.com) as amended from time to time, and as otherwise permitted by applicable law.

8. Trademarks Touch Medical Intelligence and related logos are registered or unregistered trademarks, service marks and trade names owned or licensed by Company.  Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, service marks or trade names of their respective owners.  Any use of the trademarks, service marks or trade names displayed on the Website is strictly prohibited, and nothing appearing on the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks, service marks or trade names.

9. FeedbackIf you give feedback about the Website (including any ideas or suggestions for enhancements or improvements) to Company, then Company and its suppliers and licensors, and their respective successors, assigns and licensees may use and commercialize the feedback in any way and for any purpose without providing any compensation or attribution to you or any other person.

9. Linked SitesFor your convenience, the Website may provide links or references to other Internet sites or resources and businesses operated by other persons (collectively “Linked Sites”).  Linked Sites are independent from Company, and Company does not endorse, and has no responsibility or liability for or control over, Linked Sites or their business, goods, services or content.  Your use of Linked Sites and your dealings with the owners or operators of Linked Sites are at your own risk, and you will not make any claim against Company arising from, connected with, or relating to your use of Linked Sites or your dealings with the owners or operators of Linked Sites.

10. Prohibited ActivitiesYou will not: circumvent the ordinary navigational structure or presentation of the Website or its content; access or obtain the Website content or other data by any means that is not purposely made available to you by the Website; gain unauthorized access to any part of the Website or its content, or any related system, network, service or data, by hacking, password mining or any other means; or test or tamper with the security of the Website or interfere with the proper working of the Website, any transaction being conducted through the Website, or any other person’s use of the Website.Framing, mirroring, scraping or data-mining the Website or any of its content in any form and by any means (including robots, spiders, or other automatic devices, programs or methodologies or any similar or equivalent manual process) is strictly prohibited.  You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications or any other data of any kind to or on the Website with the intention that the posting may be viewed by other users of the Website.

Deep links to the Website without the express written permission of Company are strictly prohibited. Company in its discretion may cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability.

11. Disclaimer

COMPANY DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE.  YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO ANY OF THE FOLLOWING: ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, TRUTHFULNESS, QUIET ENJOYMENT, UNINTERRUPTED SERVICE, OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY COMPANY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Liability Exclusions/Limitations/Indemnity

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGE OR LOSS ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR ANY RELATED MATTER (INCLUDING YOUR USE OF THE WEBSITE).  IF NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS OF USE COMPANY GROUP IS LIABLE TO YOU OR ANY OTHER PERSON RELATING TO THE WEBSITE OR ANY RELATED MATTER (INCLUDING YOUR USE OF THE WEBSITE), THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP’S TOTAL AGGREGATE LIABILITY EVER EXCEED CDN$100.  THIS SECTION 13 APPLIES TO LOSS AND DAMAGE HOWEVER CAUSED AND TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY COMPANY OR ANY PERSON FOR WHOM COMPANY IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS AND DAMAGE OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED.

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES, EXPENSES AND SETTLEMENT PAYMENTS) ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF THE WEBSITE (INCLUDING YOUR COMMENTS OR POSTING OF MATERIALS TO THE WEBSITE) OR ANY NEGLIGENCE, MISCONDUCT, OR BREACH OF THESE TERMS OF USE. NOTWITHSTANDING THE FOREGOING IN THIS SECTION 13, COMPANY GROUP RETAINS THE RIGHT TO PARTICIPATE (WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE) IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD-PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING.

IN THIS SECTION 13, “COMPANY GROUP” MEANS COMPANY AND EACH OF ITS LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND CORPORATE PARENTS AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS, AND REPRESENTATIVES, JOINTLY AND SEVERALLY.

RESERVATION:  SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR CONDITIONS, OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU MEET THE REQUIREMENTS TO BENEFIT FROM THE LAWS OF SUCH JURISDICTION NOTWITHSTANDING THESE TERMS OF USE.

14. Changes to Website/Termination of Use

If you breach these Terms of Use, you may no longer use the Website.

Notwithstanding any other provision of these Terms of Use, Company in its discretion and for its sole convenience may: (a) change, discontinue, modify, restrict, suspend or terminate the Website or any of its content at any time without any notice or liability to you or any other person; and (b) immediately suspend or terminate your permission to access and use the Website at any time without any notice or liability to you or any other person.

If your permission to use the Website is terminated for any reason, then these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website.

15. Governing Law and Disputes

For residents of Québec:  These Terms and Conditions will be interpreted in accordance with the laws of the Québec and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions.  You agree that to the extent any claim or dispute you may have against Company is resolved in Court, the claim or dispute must be resolved exclusively by a Provincial Court or Federal Court located in Québec.  You agree to submit to the personal jurisdiction of the courts located within Québec for the purpose of litigating all such claims or disputes.

For residents of provinces outside of Québec: These Terms of Use, your use of the Website and all related matters are and will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of Alberta, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.

All disputes arising from, connected with or relating to these Terms of Use, your use of the Website or any related matter will be resolved before the Court of Queen’s Bench of Alberta sitting in the City of Calgary, and you and Company each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all disputes, except that Company in its discretion may commence legal proceedings against you in the courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Use and protect Company’s rights in, to and associated with the Website and its content.

16. Other Matters

No consent or waiver by Company to or of any breach of these Terms of Use by you will be effective unless in writing and signed by Company or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you.  Except as expressly set forth in these Terms of Use, Company’s rights and remedies under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which Company may be lawfully entitled under these Terms of Use or at law, and Company will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively.  The provisions of these Terms of Use will ensure to the benefit of and be binding upon you and Company and your respective successors and permitted assigns.  If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Use and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Use would fail in its essential purpose.  You will not assign, transfer, delegate, license, sub-license or grant these Terms of Use or your rights, duties and obligations under these Terms of Use without Company’s express prior written consent, which consent may be withheld in Company’s discretion.  Company may, without your consent, assign these Terms of Use or any of Company’s rights, duties or obligations under these Terms of Use.

In these Terms of Use: (a) a reference to “Terms of Use” and other similar terms refers to these Terms of Use as a whole, and not just to the particular provision in which those words appear; (b) headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Use or any of its provisions; (c) words importing the singular number only include the plural and vice versa; (d) words importing a gender include both genders; (e) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; (f) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (g) “law” includes common law, equity, statutes, regulations, ordinances and orders in council, and reference to a specific law includes all regulations, and ordinances and orders in council and mandatory guidelines and directives made or issued under the law; and (h) “discretion” means a person’s sole, absolute and unfettered discretion.

These Terms of Use and the Other Terms and Conditions together set forth the entire agreement between you and Company regarding the subject matter of these Terms of Use and the Other Terms and Conditions, and supersede all previous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of these Terms of Use and the Other Terms and Conditions.  There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and Company regarding the subject matter of these Terms of Use and the Other Terms and Conditions other than as expressly set forth in these Terms of Use and the Other Terms and Conditions.

You and Company have each expressly requested and required that these Terms of Use be drawn up in the English language.  Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais.  Subject to Applicable Law, any non-English translation of these Terms of Use provided by Company is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English version then the English version of these Terms of Use will take priority and govern.CAL01: 2851820: v1        --

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