TERMS OF USE

By using this website or the services you indicate your acceptance of these terms of use. If you do not accept these terms of use, do not use the Alavida website or any of its content or services. Any new features that may be added to this website from time to time will be subject to these terms of use, unless stated otherwise. You agree to indemnify, defend and hold harmless Alavida, and each of it’s managers, members, officers, directors, employees and agents, from and against all liabilities, losses, expenses, damages and costs (including attorneys’ fees), resulting from any violation by you of these Terms of Use.

Date Last Modified: June 12, 2018

These terms of use may be amended or updated by Alavida from time to time. All changes will take effect within 30 days of posting the updated terms to our website. It is your responsibility to review these terms of use for any changes. Your use after any amendments or updates to these terms of use shall indicate your acceptance of such revised terms. You should visit this page periodically to review these terms of use.

Alavida Health Ltd. (“Alavida”) owns and operates the website located at www.alavida.co (the “Website”) through which it provides certain management and administrative services to various professional entities and Alavida itself does not provide professional medical services. These Terms of Use (“Terms”) apply to all users of the Website and Services (as that term is defined below). You must be at least the age of majority in your jurisdiction in order to use the Website and Services and with sufficient capacity to consent to these Terms of Use. For individuals who are under the age of majority, a parent or legal guardian must accept these Terms of Use and any related consent on his or her behalf.

ALAVIDA SERVICES

The Services. Alavida offers online and in-person services enabling clients to report their health history, learn about their health and engage licensed physicians, licensed therapists or other healthcare professionals (“Care Team”) to obtain medical and healthcare services (the “Services”).

Alavida may include a variety of information and content on it’s platform or website, including posts, research, data, articles, references, , images, videos, interactive tools and advertising. THE INFORMATION CONTAINED ON THE WEBSITE IS FOR GENERAL GUIDANCE ONLY AND WILL NOT BE ASSIMILATED TO OR SUBSTITUTED FOR PROFESSIONAL ADVICE PROVIDED BY A LICENSED PHYSICIAN OR OTHER QUALIFIED LICENSED PROFESSIONAL. This website also contains general information relating to medical and/or healthcare conditions, treatment, and healthcare services and/or supplies. Additionally, physicians and other healthcare professionals may contribute such information and articles to the website.

ALAVIDA DOES NOT ENDORSE NOR IS IT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS OR TIMELINESS OF ANY OPINION, ADVICE OR STATEMENT ON ALAVIDA’S WEBSITE OR PLATFORM. THE PROVISION OF OPINIONS, ADVICE OR STATEMENTS ON OR THROUGH THE CHANNELS AND ITS FEATURES CONTRIBUTED OR OTHERWISE COMMUNICATED BY A PHYSICIAN OR ANY HEALTHCARE PROFESSIONAL IS FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CREATE OR OTHERWISE CONSTITUTE A PHYSICIAN-PATIENT OR CLINICIAN - PATIENT RELATIONSHIP.

We hope you find it helpful and educational, however you should not use the information contained herein for diagnosing a health problem, disease or condition or for selecting a specific course of action. Clients should not rely on the information on this channel as professional medical advice or use it to replace any relationship with your physician or other licensed healthcare provider. For medical concerns and/or decision making, including decisions about medication and other treatments, always consult a physician or, in serious cases, seek immediate assistance from emergency personnel. CLIENTS USE THE INFORMATION FROM THIS CHANNEL AT THEIR OWN RISK.

WE DO NOT MAKE REPRESENTATIONS, ASSURANCES, WARRANTIES OR GUARANTEES RELATED TO OUR PLATFORM, WEBSITE OR THE INFORMATION AND CONTENT THEREON OR COMMUNICATED THROUGH ITS FEATURES, INCLUDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THAT INFORMATION. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. It is your responsibility to evaluate the information provided. If you are a healthcare professional, you should exercise your professional judgment in evaluating any information, and we strongly encourage you to confirm the information contained on our platform and website with other sources before undertaking any course of action based on it. If you are a client, you should evaluate the information together with your physician and/or another qualified healthcare professional.

The information presented is solely intended to demonstrate the breadth of the offerings of Alavida. Services may not be available in all markets because availability is subject to the regulatory practices in individual markets. Please contact Alavida if you have questions about the availability of the Services in your area.

Cancellation of Appointment. In the event that you need to cancel or reschedule an appointment, Alavida requires 24 business hours’ notice. It is considered a “missed appointment” when cancellation notice is given with less than 24 business hours or if a patient does not show up without cancelling. Missed appointments cannot be rescheduled, made up, or refunded, however, you may have the option of purchasing additional appointments.

Patient Information. You understand and agree that your Care Team relies on the information you provide in order to provide you with the best possible Services and to ensure your health and safety. You represent and warrant that all information you provide to us is true to the best of your knowledge.

PAYMENT TERMS

Currency. Unless otherwise indicated, all amounts displayed to you for the Services are in the currency of your local jurisdiction.

Fees. Your access to and use of the Services is subject to your payment of the applicable fees due for the Services selected by You (“Fees”) and all other applicable amounts, charges and taxes indicated to You when you use the Services.

Deposit. Some Services may require paying a deposit (“Deposit”). All deposits are refundable for the 24-hour period following your payment of the Deposit. After that, the Deposit is non-refundable. If a Deposit is made by credit card, the charge for the outstanding balance of the Services will be made to the card that whas used to for the Deposit. If you would like Alavida to use an alternate credit card, please advise Alavida in advance of your first scheduled appointment.

Insurance. The Services are administered by an interdisciplinary team of administrators, licensed physicians, licensed therapists, and support personnel. Reimbursements for Services covered under insurance are often contingent on the specific healthcare provider practicing under their own license. Providers at Alavida are not considered independent practitioners (in a legal and tax sense), do not practice under their own business licenses, and are not directly reimbursed for services. The payment for Services are made to Alavida and not the individual providers. You acknowledge that the Services may not be covered by any public or private health insurance plan.

ASSUMPTION OF RISK

You agree that accepting medical Services and/or taking prescription medication involves risks, dangers, and hazards, which may result in injury, illness or death to you, the particulars of which will be disclosed to you throughout the course of the Services, depending on your medical history and the Services you hire. YOU AGREE THAT SUCH RISKS, DANGERS, AND HAZARDS ARE YOUR SOLE RESPONSIBILITY AND YOU WILL BE LIABLE FOR ALL RESULTING INJURIES, DAMAGES, CLAIMS AND ANY RELATED COSTS.

WEBSITE CONTENT AND INTELLECTUAL PROPERTY

End User License. Except for User Content (as that term is defined below), the Website and the information and materials that it contains, are the property of Alavida and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms, Alavida grants you a non-transferable, non-exclusive, license to use the Website for your own personal use (the “License”). Nothing in the Terms gives you a right to use the Alavida names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of these Terms.

Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website by viewers or users whether in forums or otherwise (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not Alavida, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Services. Alavida does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Services, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Alavida be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Services.

License of Content. By submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content. Alavida will not be responsible or liable for any use of User Content in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

Feedback. If You provide Alavida with any suggestions, comments or other feedback relating to any aspect of the Website, and/or Services (“Feedback”), Alavida may use such Feedback in the Website or in any other Alavida products or services. Accordingly, You agree that: (a) Alavida is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Alavida, (c) Alavida (including all of its successors and assigns and any successors and assigns) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Alavida products or services and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Alavida or any of the other users of the Website in respect of the Feedback.

PROHIBITED USE OF THE WEBSITE

Restrictions on User Content and Use of the Services. Alavida reserves the right to suspend or cancel your access to and/or use of the Website and Services for any reason or for no reason. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

In using the Website, and/or Services you shall not:

  1. copy any content unless expressly permitted to do so herein;
  2. upload, post, email, transmit or otherwise make available any material that:
    • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
    • You do not have a right to make available under any law or under a contractual relationship;
    • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
    • is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
    • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
    • contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
  3. impersonate any person or entity or misrepresent their affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
  5. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  6. intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
  7. collect or store personal data about other users or viewers;
  8. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website; or
  9. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Alavida software provided as part of the Website or platform, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

THIRD-PARTY CONTENT

Advertising. You acknowledge and agree that the Website may contain advertisements. If You elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Alavida shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. You shall be responsible for obtaining access to the Website and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Website. It is your responsibility to ascertain whether any information or materials downloaded from the Website are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.

Links & Third-Party Websites. This Website (including User Content) may contain links to other websites that are not owned or controlled by Alavida. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Alavida of that third party, third party product or service. Alavida is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and/or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that Alavida endorses or accepts any responsibility for the content or use of such websites, and You hereby release Alavida from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.

DISCLAIMERS

GENERAL. THE WEBSITE, SERVICES, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS.” ALAVIDA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. ALAVIDA DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND ALAVIDA SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. ALAVIDA WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICES.

Medical Advice. Information provided on the Website is by way of guidance only AND IS IN NO WAY TO BE A REPLACEMENT FOR PROFESSIONAL MEDICAL ADVICE. Alavida itself does not provide professional medical services.

Security. Information sent or received over the Internet is generally unsecure and Alavida cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. Alavida will not be liable for any loss or damage arising from your failure to comply with these requirements.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL ALAVIDA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR BICYCLES (INCLUDING THIRD-PARTY USE OF YOUR ACCOUNT),(V) ANY MALFUNCTION OF THE WEBSITE OR SERVICES, INCLUDING AND CYBER ATTACK; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR ALAVIDA APP, OR (VII) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF ALAVIDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALAVIDA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY DOLLARS OR (B) AMOUNTS YOU’VE PAID ALAVIDA IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

INDEMNIFICATION.

YOU SHALL INDEMNIFY, DEFEND, AND HOLD ALAVIDA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH (I) YOUR USE OF THE SERVICES OR ANY THIRD PARTY’S USE OF THE SERVICES UNDER YOUR ACCOUNT; (II) YOUR BREACH OF ANY OF THESE TERMS; OR (III) ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICES.

TERMINATION

Termination. Alavida may, under certain circumstances and without prior notice, immediately terminate your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Alavida (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to Alavida), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Website may also include removal of some or all of the materials uploaded by you to the Website. You acknowledge and agree that all terminations may be made by Alavida in its sole discretion and that Alavida shall not be liable to you or any third-party for any termination of your access to this Website or for the removal of any of the materials uploaded by you to the Website. Any termination of these terms of use by Alavida shall be in addition to any and all other rights and remedies that Alavida may have.

Availability & Updates. Alavida may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website and/or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Alavida may periodically add or update the information and materials on this Website without notice.

General. These Terms of Use, together with any privacy policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Services and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Alavida. Alavida operates from its offices within the State of California in the United States of America, and the Province of British Columbia, in Canada. The platform and website can be accessed from any of the United States, Canada, and from other countries worldwide. Since the laws of each state or country able to access the website and platform may differ, by accessing both you and Alavida agree that the laws and regulations in effect are those in the Province of British Columbia, without giving effect to any principles of conflict of law and will apply to all matters relating to use of our Website, Platform and Services. The federal or provincial courts of British Columbia shall have exclusive jurisdiction over any disputes arising out of these Terms.

This website, platform and its contents are intended to comply with the laws and regulations of the United States and Canada. Although the information is accessible to users outside of the Canada and the United States, the information pertaining to Alavida products or services is intended for use only by residents of Canada and the United States. Other countries may have laws, rules and regulatory requirements that differ from those in Canada and the United States. Alavida makes no representation that materials on its website and platform are appropriate or available for use in other locations and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this website and platform from other locations do so on their own initiative and are responsible for compliance with local laws. Alavida reserves the right to limit provision of our products or services to any person, entity, geographic region or jurisdiction and/or to limit the quantities of any products or services we provide. Any offer for any product or service made on this app is void where prohibited.

If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Alavida to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Alavida must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Alavida’s prior written consent. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBRITRATION OR ATTEMPTED IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND ALAVIDA SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE DISPUTE RESOLUTION PROCEEDING.

Language: The parties have expressly requested and required that this agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce contrat et tous les documents qui s’y rapportent soient redigés en anglais.

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Alavida Website or Services, please contact us at: [email protected]