Effective Date: July 22, 2025
Version: V1

These Terms of Use and Privacy Policy (“Agreement”) govern your access and use of website and platform of Aurawell Ltd. (the “Platform”), a virtual healthcare service operated by Aurawell Ltd., incorporated under the laws of Ontario, Canada (“Aurawell”, “we,” “us,” or “our”). This Agreement applies to both (i) patients who access healthcare services via the Platform (“user(s)”), and (ii) healthcare providers (“HCPs”) who deliver healthcare services using the Platform. Additional obligations and terms specific to each group are outlined below.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN US AND YOU. BY ACCESSING OR USING THE PLATFORM (INCLUDING, WITHOUT LIMITATION, BY CREATING A USER ACCOUNT), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE PROVISIONS OF THE PERSONAL HEALTH INFORMATION PROTECTION ACT, 2004 (“PHIPA”) AND OTHER APPLICABLE LAWS. ACCESSING THE PLATFORM IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THE TOU AND THAT YOU INTEND TO BE LEGALLY BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE PLATFORM.

ELIGIBILITY TO USE THE PLATFORM.

By accessing or using the Platform, you confirm, represent, and warrant that:

  • You are at least 18 years of age, or you have reached the age of majority in your jurisdiction of residence.
  • If you are the legal guardian of the individual using the platform, you are (a) a legally authorized substitute decision maker within the context of the Substitute Decisions Act, 1992, S.O. 1992, c. 30 (a person’s “SDM”), and/or you are the authorized legal guardian; (b) you consent to their use of the Platform; and (c) you have all other necessary authority under applicable laws to act and decide as such.
  • You are a resident of Ontario, and, at the time of the appointment, you are located within the Province of Ontario.
  • You possess the legal authority to create a binding legal obligation.
  • You will use the platform in accordance with this Agreement.
  • All information provided or supplied by you on the Platform is true, accurate, current and complete.
  • If you are accessing or using the platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to this Agreement.

PLATFORM INFORMATION AND USE.

2.1 Essential Platform Information. The platform connects you with HCPs. Before and during using the Platform, you must understand, agree, acknowledge, represent and warrant that:

No Responsibility for Treatments. HCPs are not our employees. They are independent, regulated health professionals registered to provide certain health services in Ontario. The Platform is a mere tool that connects you with HCPs. HCPs are solely responsible for virtual care services, including consultations, prescriptions, referrals, and any clinical advice or treatment decisions. We are not responsible in any way for the care you receive, the results of such care, or your ongoing relationship with any HCP.

Platform Information. The Platform enables HCPs to receive your personal information (“PI”) and personal health information (“PHI”) through the Platform as necessary to provide health services through the Platform and/or facilitate continuity of care. We are not responsible for how HCPs collect, use, disclose, or retain your PI and PHI.

No Doctor-Patient Relationship. Your use of the Platform neither establishes nor governs your relationship with the HCP. You acknowledge that you are our customer; however, your use of the Platform does not establish or govern a provider–patient relationship with us. That relationship exists solely between you and the HCP. We reserve the right to add or remove HCPs on the Platform at our discretion, and we make no guarantees that you will be able to access the same HCP in subsequent visits. You agree not to contact HCPs for healthcare services outside of the Platform.

No Substitution. THE SERVICES OFFERED THROUGH THE PLATFORM ARE NOT A SUBSTITUTE FOR THE ADVICE OR CARE PROVIDED BY YOUR PRIMARY CARE PHYSICIAN OR HEALTHCARE PROVIDER.

No Medical Emergencies. YOU CONFIRM THAT YOU ARE NOT EXPERIENCING A MEDICAL EMERGENCY. THE PLATFORM IS NOT SUITABLE FOR EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU MUST IMMEDIATELY VISIT THE NEAREST EMERGENCY DEPARTMENT OR CALL 911.

Right to Amend or Modify. We may amend, modify, or revise this Agreement at any time without prior notice. Continued use of the Platform following such changes indicates your acceptance of the updated terms.

Your Use of the Platform. You agree to use the Platform solely for its intended and lawful purposes. You must refrain from using abusive language and are expected to conduct yourself with respect and professionalism in all interactions.

Your Account. In order to use the Platform and access health services, you will be required to create a user account and obtain a username and password login credentials. You are solely responsible for keeping your user credentials safe and secure. Users are responsible for maintaining their own device security and ensuring their own surroundings are appropriate for receiving care. You must use secure, private devices and internet connections when attending appointments. We are not responsible for privacy breaches caused by insecure user devices, unprotected networks, or shared accounts.

We reserve the right to disable any user account issued to you at any time in our sole discretion. If we disable access to a user account issued to you, you may be prevented from accessing the Platform, any content, your account details or any user content.

Responsibility for Submissions. The Platform may allow you to post messages, share content, interact with HCPs and other users, and upload files, documents, or other materials (collectively, “Submissions”). We do not control or actively monitor the content of any Submissions and are under no obligation to do so. While we may, at our discretion, attempt to remove offensive, inaccurate, or inappropriate Submissions that are brought to our attention, we cannot guarantee their removal and are not responsible for any harm such content may cause. We reserve the right, at any time and without notice, to disclose any information as necessary to comply with applicable laws, regulations, or lawful requests by authorities, and to edit, refuse to post, or remove any Submission, in whole or in part, that we deem, in our sole discretion, to be objectionable, misleading, inaccurate, unlawful, or otherwise in violation of this Agreement. We will fully cooperate with any legal obligation to disclose the identity of any individual posting threatening, defamatory, obscene, pornographic, profane, or otherwise illegal content. You acknowledge that you are solely responsible for your Submissions and for any consequences arising from them.

Virtual Health Limitations and Consent to Virtual Care.

By using the Platform, you also:

Acknowledge that virtual care has limitations and may not be appropriate for every medical condition. Some conditions may require an in-person examination, and HCPs cannot prescribe certain medications, such as narcotics or controlled substances, due to their potential for abuse. If an HCP cannot assist you, they may advise you to seek in-person care.

Consent to receiving healthcare services via secure audio, video, or messaging. Your HCP is responsible for obtaining your informed consent to treatment. You are encouraged to ask questions about any diagnosis, course of treatment, or medication. If you are not satisfied with the information provided, you have the right to seek a second opinion or refuse or withdraw your consent at any time.

Understand that HCPs may refer you to other healthcare professionals for in-person consultations and may report back to you on the results. They may prescribe medication and direct prescriptions to your chosen pharmacy. HCPs may also follow up with you regarding treatment results, side effects, or adverse reactions. HCPs may send reports to your family doctor or other primary healthcare provider, where appropriate.

Understand that HCPs have sole discretion to refuse or discontinue providing services at any time and for any reason, including if they determine that virtual care is not appropriate in your circumstances or there is potential misuse of the Platform. HCPs may also determine that a requested test, treatment, or prescription is not clinically appropriate and may decline to provide it.

Understand that there are inherent risks associated with the use of virtual care services, including, but not limited to,

  • Poor audio or video quality due to connectivity issues, limiting the HCP’s ability to conduct an appropriate assessment;
  • Delays in treatment due to technology failures;
  • Lack of access to your full medical records, which could result in drug interactions or allergic reactions (you must disclose all medications and allergies);
  • Potential unauthorized access, use, or disclosure of your PHI due to technical failures or security breaches.

YOUR USE OF THE PLATFORM INDICATES THAT YOU ACCEPT THESE LIMITATIONS AND RISKS AND AGREE TO PROCEED WITH VIRTUAL CARE ACCORDINGLY.

PRIVACY POLICY.

We are committed to protecting your personal information in accordance with PHIPA, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and other applicable laws. This section governs our Privacy Policy applicable to your data.

HCPs are governed by their own privacy policies and may have to collect your PI and PHI verbally, in writing, or via electronic means (such as e-mails, text, etc.) and retain your PI and PHI off the Platform for various reasons, including, but not limited to, comply with relevant rules and regulations which govern their profession. Please speak with your HCP to understand what information they will collect and retain outside of the Platform. For clarity, we are not responsible for how HCPs collect, use, disclose, or retain your PI and PHI.

Information We Collect.

  • When you browse the Platform: IP address, device type, browser settings, time zone, pages visited, referring websites, and cookies.
  • When you create a patient account: name, email, phone number, gender, date of birth, health card number, billing information (including payment and credit card information), and province of residence.
  • When you use the Platform for consultations, health history, reason for visit, symptoms, prescriptions, messages exchanged with HCPs, and uploaded health documents.
  • When you create an HCP account: name, contact info, billing details, licensing information, and professional credentials.
  • Other information, solely to the extent it is necessary.

We may also collect automated data using tools such as cookies, web beacons, session recordings, and analytics scripts to understand your interaction with the Platform. These technologies help us improve Platform performance, troubleshoot issues, and deliver relevant content.

You can opt out of cookie tracking through your browser settings. However, doing so may limit some functionalities of the Platform.

Use of Information. We use PI and PHI to:

  • Provide and manage access to the Platform;
  • Facilitate healthcare services through HCPs;
  • Communicate with you and respond to your inquiries;
  • Process payments and billing through secure third-party processors;
  • Maintain records as required by law or regulatory authorities;
  • Improve the functionality and security of the Platform;
  • detect, prevent or investigate security breaches;
  • provide services, as stated in this Agreement.

Disclosure and Safeguards. We do not sell or rent your PI or PHI. We may share your PI and PHI with HCPs, and your PI with service providers/vendors, or affiliates who provide services or support the Platform, subject to contractual obligations that ensure your information is protected and used only for authorized purposes. These third parties may store or process data outside of Canada, where it may be subject to foreign laws.

We implement reasonable physical, administrative, and technical safeguards to protect your personal information. These include secure servers located at [WHICH COUNTRY], encryption, limited-access policies, and regular monitoring. Despite our efforts, no digital system is completely secure, and we cannot guarantee absolute protection. You must use secure, private devices and internet connections when attending appointments. We are not responsible for privacy breaches caused by insecure user devices, unprotected networks, or shared accounts.

Anonymized PI and PHI. We may aggregate and anonymize PI and PHI stored on our system and use such aggregated information as we deem appropriate.

Retention. We retain PI personal information for as long as necessary to deliver the services for which it was collected, or as otherwise required by applicable laws and regulations. PHI is retained for a minimum of 15 years. When your information is no longer needed, we will securely dispose of it using industry-standard methods, such as shredding, de-identification, or permanent deletion of electronic records.

Third-Party Websites. The Platform may link to third-party sites, including those advertising products or services. These sites have their own privacy policies, and we are not responsible for how they collect or use your PI. Please review their policies before sharing your information.

Direct Marketing. If you opt in, we may use your PI to send you promotional content about our services and events. You can unsubscribe anytime via the link in our messages or by emailing us at “INFO@AURAWELL.CA”.

AI. Additionally, we or your HCPs may employ automated tools, including artificial intelligence technologies, to assist with services such as transcription of virtual consultations. These tools may process your audio or text inputs to generate summaries or facilitate healthcare delivery. If you wish to opt out, speak with your HCP. For details, contact us at [Email Address].

Data Breach Protocol. In the event of a privacy breach, we will notify affected individuals as required by PHIPA, and take immediate steps to contain and investigate the incident.

Your Rights. You may:

  • Request access to your PI or PHI;
  • Ask us to correct or restrict our use or disclosure of your PI or PHI;
  • Object to our use or disclosure of your PI or PHI;
  • Request to edit or correct certain PI or PHI;
  • Request to delete your PI or PHI that we retain;
  • Request to delete your user account;
  • Request to transfer your PI or PHI to another organization.

Contact INFO@AURAWELL.CA to exercise your rights. We may ask for ID to confirm your request, and we will respond within 30 days. If we can’t comply with your request, we’ll explain why. Requests about personal health information will be redirected to the relevant HCP.

Contact. If you have questions about how we handle your data or wish to access, correct, or delete your information, please contact our Privacy Officer at INFO@AURAWELL.CA

BY USING OR ACCESSING THE PLATFORM (INCLUDING, WITHOUT LIMITATION, BY CREATING A USER ACCOUNT), YOU (A) AGREE TO THESE PRIVACY TERMS, AND CONSENT TO THE COLLECTION, USE, DISCLOSURE, OR RETENTION OF YOUR PI AND PHI IN ACCORDANCE WITH THIS AGREEMENT; (B) AUTHORIZE US TO COLLECT, USE, DISCLOSE, OR RETAIN YOUR PI AND PHI FOR THE REASONS EXPLAINED ABOVE (FOR PATIENTS), OR, REGISTER AS A HCP; AND (C) AUTHORIZE US TO SHARE YOUR DISCLOSE PI AND PHI WITH HCPS.

RULES APPLICABLE TO APPOINTMENTS.

You must,

  • Attend all scheduled appointments on time. If you are unable to attend, you must notify us at least 24 hours in advance to avoid cancellation fees.
  • Understand that repeated no-shows or cancellations may result in limited scheduling privileges.
  • Pay all fees prior to or at the time of your appointment. We do not bill insurance providers directly. If applicable, you may independently submit your receipt to your insurance provider for reimbursement. However, under no circumstances do we make any representation or guarantee that the services you receive will be reimbursed. We have no control over, and accept no responsibility for, any decisions made by your insurance provider.
  • Not record or take screenshots of appointments. This is strictly prohibited.
  • Comply with the following requirements:
    • Technology Requirements: You are responsible for ensuring that you have access to a camera-enabled device, a reliable internet connection, and a private, secure environment for the appointment.
    • Environment: You must participate in your appointments from a safe, distraction-free location. Appointments cannot be conducted while driving, operating machinery, or engaging in activities that may impair your ability to communicate effectively.
    • Accurate Health Information: You must provide complete and accurate information during your appointment. Misrepresentation or omission of relevant health details can compromise the quality of care and may result in inaccurate diagnoses or treatment plans.

INTELLECTUAL PROPERTY

Ownership of Intellectual Property. All rights, title, and interest in and to all Intellectual Property owned by the Client, including but not limited to marketing materials, notices, promotional content, documents (in any format), and all components of the Platform, and all confidential information is and shall remain as our sole and exclusive property. Nothing in this Agreement shall confer on you any right of ownership or license to use such Intellectual Property except as expressly provided herein. For the purposes of this Agreement, “Intellectual Property” means all common law, statutory and other intellectual property rights including, without limitation: (a) copyright, patents, trade-marks, service marks, registered designs and rights in designs, applications to apply for any of these rights, trade business and company names, internet domain names, database rights, rights in software, trade secrets, Confidential Information and know how; (b) rights of the same or similar effect or nature as to those in (a) which now or in the future may subsist; (c) all copies and tangible embodiments of the foregoing (in whatever form or medium).

Ownership of Developed Intellectual Property. All Intellectual Property developed, created, conceived, or produced by you, whether independently or jointly with others, in the course of, or in connection with, the provision of services under this Agreement (including Feedback, any and all work product, drafts, documents, records, notes, materials, improvements, enhancements, or developments relating to the Platform or any other property, including any confidential information, shall be our sole and exclusive property. For the purposes of this Agreement, “Feedback” means any feedback or commentary to us relating to the Platform or otherwise, and any products or services developed from the Feedback.

Assignment and Waiver of Moral Rights. You hereby irrevocably assign to the us, including by way of assignment of future rights, all right, title, and interest in and to any and all Intellectual Property created, developed, conceived, or reduced to practice by you, whether alone or jointly with others, in the course of or in connection with the performance of the services under this Agreement. This includes, without limitation, all work product, drafts, documents, records, notes, designs, inventions, data, software, and other materials or content created or prepared by you, as well as any improvements, modifications, or developments relating to the Platform or any other property or systems of us. You further irrevocably waive, in favour of us, any and all moral rights you may have in such Intellectual Property, to the fullest extent permitted by applicable law.

Restrictions on Use. You shall not use, reproduce, retain, disclose, or exploit any of our Intellectual Property for any purpose other than (a) accessing or using the Platform; or (b) the performance of services under this Agreement, except with our prior written consent. Solely for these purposes, we hereby grant you a limited, non-exclusive, non-transferable license to access, view, and use the Platform for your personal, non-commercial use in accordance with this Agreement. Any other use is strictly prohibited. You must comply with any additional terms applicable to specific content or features on the Platform. If a license or access is granted for a limited period (e.g., a subscription term), you may only use the licensed materials, including any embedded software, within that period. In the event of a conflict between the terms of a specific license and this Agreement, the specific license will prevail.

Other than the limited license granted herein, nothing contained in the Platform shall be construed as granting you any right, title, interest, or other license in or to any Intellectual Property (including any software embedded or integrated into the Platform or made available for download from the Platform), including, but not limited to, any intellectual property rights in the Software.

We shall have the unrestricted right to use, modify, reproduce, publish, sublicense, or otherwise exploit any Intellectual Property created under this Agreement without limitation or obligation to you. Notwithstanding the foregoing, you shall not, and shall not permit any third party to, directly or indirectly:

  • reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, structure, or underlying ideas of any software or technology included in our Intellectual Property, including the Platform; modify, adapt, alter, enhance, or create derivative works based on our Intellectual Property;
  • combine or integrate any part of our Intellectual Property with any third-party software or system without our prior written consent; or
  • use our Intellectual Property for any purpose other than as expressly permitted under this Agreement.

Any such unauthorized use shall constitute a material breach of this Agreement.

Equitable Remedies. You agree that its breach of section will cause irreparable damage to us, and hereby agree that, in case of such actual or suspected breach, we shall be entitled to seek specific performance and injunctive or equitable relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. You acknowledge that you will not oppose the granting of such relief and will waive any requirement for the posting of any bond or other security in connection therewith.

Survival. This section will survive indefinitely upon any expiration or termination of this Agreement.

DISCLAIMER.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AUROWELL MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION:

(A) ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY;
(B) ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE;
(C) ANY WARRANTY OR CONDITION OF TITLE OR NON-INFRINGEMENT;
(D) ANY WARRANTY OR CONDITION ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE;
(E) ANY WARRANTY OR CONDITION THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR;
(F) UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE ACCESS OR USE OF THE PLATFORM;
(G) COMPATIBILITY OF THE PLATFORM WITH YOUR DEVICES OR SYSTEMS;
(H) THAT THE PLATFORM WILL MEET YOUR EXPECTATIONS OR OBJECTIVES;
(I) THAT DEFECTS OR ERRORS, WHETHER HUMAN OR COMPUTER ERRORS, IN THE PLATFORM OR THE CONTENT WILL BE CORRECTED;
(J) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT;
(K) ANY LOSS OR DISCLOSURE OF YOUR PERSONAL INFORMATION RESULTING FROM UNAUTHORIZED ACCESS, UNLESS DUE TO AUROWELL’S FAILURE TO IMPLEMENT REASONABLE SECURITY MEASURES,
(L) THAT THE PLATFORMS WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND THAT

(M) COMMUNICATIONS TO OR FROM THE PLATFORM WILL BE SECURE AND/OR NOT INTERCEPTED.

WHILE WE HAVE ESTABLISHED POLICIES AND SAFEGUARDS TO PROTECT YOUR PI AND PHI, WE CANNOT GUARANTEE THE PRIVACY OR SECURITY OF ANY COMMUNICATION TO OR FROM THE PLATFORM, GIVEN THAT ANY INFORMATION TRANSMITTED OVER THE INTERNET IS GENERALLY NOT SECURE. AUROWELL, OUR AFFILIATES, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (OUR “RELATED PARTIES”) ASSUME NO LIABILITY RESULTING FROM ANY PRIVACY BREACH OR SECURITY INCIDENT INVOLVING YOUR PI OR PHI OR OTHER INFORMATION HELD ON THE PLATFORMS.

YOU ACKNOWLEDGE THAT THE PLATFORM AND ANY CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE USE OF THE PLATFORM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, CONDITIONS, OR TERMS IMPLIED BY STATUTE, COMMON LAW, OR OTHERWISE ARE HEREBY EXCLUDED AND DISCLAIMED, INCLUDING ANY RIGHTS OR REMEDIES THAT MIGHT OTHERWISE ARISE UNDER THE APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, AUROWELL MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTINUITY, SECURITY, OR PERFORMANCE OF THE PLATFORM, OR THE AVAILABILITY OR SUITABILITY OF THE PLATFORM FOR ANY PARTICULAR HEALTH OUTCOME OR PATIENT CASE.

WE PROVIDE THE PLATFORM TO ENABLE PATIENTS TO CONNECT WITH HCPS. WE, IN NO WAY, REPRESENT OR WARRANT THE QUALITY OF HEALTH SERVICES YOU RECEIVE. THE HCP IS SOLELY RESPONSIBLE FOR THE QUALITY OF HEALTH SERVICES OR SUPPORT SERVICES PROVIDED TO YOU.

WE DISCLAIM ANY AND ALL LIABILITIES FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY USER OF THE PLATFORM, OR ANY ADVERTISER OR SPONSOR OF THE PLATFORM (COLLECTIVELY, “THIRD-PARTY”).

BY USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU DO SO VOLUNTARILY, AT YOUR OWN RISK, AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER AGREE THAT AUROWELL MAKES NO GUARANTEE REGARDING THE AVAILABILITY, FUNCTIONALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, AND THAT ANY TECHNICAL ISSUES, INTERRUPTIONS, OR LIMITATIONS WILL NOT CONSTITUTE A BREACH OF THIS AGREEMENT.

INSTALLATION ON YOUR PERSONAL ELECTRONIC DEVICE AND USE OF THE PLATFORMS IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TOU, WE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR PHI OR PI OR RELEASE OF IT TO ANY THIRD PARTY WHETHER ACCIDENTAL OR NOT.

This section will survive indefinitely upon any expiration or termination of this Agreement.

INDEMNIFICATION.

You shall (a) defend us and our Related Parties (each, an “Indemnified Party”), from and against any and all third-party claims, demands, actions, or proceedings (collectively, “Third-Party Claim(s)”); and (b) indemnify and hold harmless each Indemnified Party from and against any and all Losses, whether arising from Third-Party Claims, inter-party (between us and you) or otherwise, which any Indemnified Party may sustain or incur as a result of or in connection with:

  • your breach of any of the terms and conditions of this Agreement;
  • any breach of your representations or warranties under this Agreement;
  • your access to, use, misuse, reliance upon, or inability to access or use the Platform or any website to which the Platform is or may be linked to from time to time; or
  • iii) your use of, reliance on, publication, communication, distribution, uploading, or downloading of anything on or from the Platform; or
  • iv) the provision of any health services or any breach of privacy or security involving your PI or PHI (that is not the direct result of our breach of security and privacy obligations);
  • Any negligent or intentional act or omission by you that causes harm to us or others.

For the purposes of this Agreement, “Losses” means, in respect of any matter (whether or not involving a third party claim) means all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and reasonable expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter.

LIMITATION OF LIABILITY

EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY EXPECTATION LOSSES, LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE OR LOSS OF DATA. IN NO EVENT WILL AUROWELL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER LOSSES OF ANY KIND OF ANY THIRD PARTY WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, AND REGARDLESS OF CAUSE OF ACTION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

LIMITATION OF LIABILITY. IF, NOTWITHSTANDING THE OTHER TERMS OF THE AGREEMENT, AUROWELL IS DETERMINED TO HAVE ANY LIABILITY TO YOU, THE TOTAL AGGREGATE LIABILITY OF AUROWELL WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (“TOTAL AGGREGATE LIABILITY”), SHALL IN NO EVENT, EXCEED THE LESSER OF (I) TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO US UNDER THE AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT UNDER WHICH THE CAUSE OF ACTION AROSE; OR (II) FIVE HUNDRED ($500) CANADIAN DOLLARS.

NO EXCLUSION/LIMITATION. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT IN ANY WAY YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, OR ANYTHING THAT CANNOT BE LIMITED OR EXCLUDED UNDER THE APPLICABLE LAW.

MULTIPLE CLAIMS. MULTIPLE CLAIMS WILL NOT EXPAND THE LIMITATIONS CONTEMPLATED IN THIS SECTION 8.

ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE OTHER HAS ENTERED INTO THIS AGREEMENT, IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. THIS SECTION X WILL BE GIVEN FULL EFFECT EVEN IF THE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.
This section will survive indefinitely upon any expiration or termination of this Agreement.

TERMINATION

We may suspend or terminate your access to the Platform at our sole discretion at any time, including but not limited to, if we believe you have violated this Agreement.

MISCELLANEOUS.

  • If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
  • This Agreement is not assignable, transferable, or to be sublicensed by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent.
  • No waiver of any term or condition of this Agreement by us will be construed as a waiver of any other term or condition. No failure to exercise any right or demand performance of any obligation under this Agreement by us will be deemed a waiver of such right or obligation.
  • This Agreement, including all schedules, exhibits, and attachments referenced herein, constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, communications, and discussions, whether oral or written, relating to such subject matter.
  • This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of law. Parties agree and hereby submit and attorn to the exclusive jurisdiction of the courts of Toronto, Province of Ontario, with respect to all matters relating to this Agreement.

TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU AND WE AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF ANY DISPUTE IS BROUGHT IN COURT RATHER THAN THROUGH BINDING ARBITRATION (IF APPLICABLE), YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT THE DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS WITHOUT ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE CLAIMS. IF A COURT FINDS ANY PORTION OF THIS CLASS ACTION WAIVER UNENFORCEABLE, THE REMAINDER SHALL CONTINUE IN FULL FORCE AND EFFECT.

TERMS SPECIFIC TO HEALTHCARE PROVIDERS

This section applies specifically to HCPs who use the Platform to deliver services.

  • HCPs must maintain a valid license to practice in Ontario and remain in good standing with their regulatory colleges.
  • HCPs are responsible for complying with their own professional privacy and record-keeping obligations.
  • The Platform acts as an agent of the HCP in managing certain PHI with respect to users, but the HCP remains the Health Information Custodian under PHIPA.
  • HCPs agree not to misuse, access, share, or improperly access any PHI beyond what is necessary to deliver care.
  • HCPs must notify us immediately in case of a suspected privacy breach or regulatory non-compliance.
  • HCPs must take technical, organizational and security measures that are reasonable in the circumstances to ensure that personal health information is protected against theft, loss, and unauthorized use or disclosure and that records are protected against unauthorized copying, modification, and disposal.
  • HCPs must ensure that PHI and any records are retained, transferred, and disposed of securely.