Terms of Service

OVERVIEW OF TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT.

LIVEWELL’S SERVICES DO NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN. OUR SERVICES MAY NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR CRISIS, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

These Terms of Use (“Terms”) govern your access to and use of our services, interfaces, and properties, which include but are not limited to websites, mobile applications, software, email, social media and any other service or product contained or offered therein (collectively the “Services”) that are owned or controlled by Medici Technologies Inc. d/b/a Livewell (“Livewell” “we” “us” and “our”). In these Terms of Use, the terms “you” and “yours” refer to the person using the Services.

Your access to and use of the Services is subject to these Terms of Use, our Privacy Policy, as well as all applicable laws and regulations. In using certain parts of the Services, you may be presented with additional or supplementary terms regarding the use of those specific Services, and you agree to review and be bound by such additional terms.

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THE TERMS OF USE IN EFFECT ON THE DATE OF YOUR VISIT. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

Table of Contents:

1. Overview
2. Our Services
3. Registration and Account Creation
4. Ownership and License to Use the Services
5. User Content and Livewell’s License to Use Such Content
6. Privacy Notice
7. Restrictions on Use
8. Disclaimer
9. Limitation of Liability
10. Indemnification
11. Third-Party Links and Features on the Services
12. Changes to the Terms of Use and the Services
13. Third-Party Payment Processors
14. Termination
15. Governing Law and Jurisdiction; Dispute Resolution
16. Communications by Text Message and Email
17. General
18. Contact Us

1. Overview

Overview. The Services may include (i) providing individuals with information on health care and wellness; (ii) providing individuals with pharmacy services; (iii) providing individuals with access to technology-oriented tools for addressing certain health issues; (iv) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services; (v) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (vi) telecommunications support for using the Services as a means of direct access to a health care provider for communication, consultations, assessments, and treatment by such health care organizations and their providers.

Availability. Certain of our Services are currently only available to individuals located in certain provinces. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services.

Livewell is based in Canada. We provide the Services for use only by persons located in Canada. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of Canada. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside of Canada, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable.

Eligibility. Our Services are intended for use by you only if you are 13 years of age or over. To qualify to use the Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

You are age 13 or over or, if you are accessing the Services in violation of the Eligibility requirement related to age, you otherwise have the express consent of your parent or legal guardian. You are located in a province where we operate (depending on the type of Services). You agree to be legally bound by and comply with these Terms of Use. You understand and agree that satisfying the above requirements does not guarantee that you will receive Services. In addition to the above requirements, Livewell and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you. To access or use the Services, you must have compatible devices, access to the Internet, and certain necessary software. Fees and charges may apply to your use of mobile services and to the Internet.

2. Our Services

Telehealth Services. Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information, and will include measures to safeguard your data to ensure its integrity against intentional or unintentional corruption or unlawful access. By accepting the Terms of Use, you agree and consent to Livewell, the Authorized Medical Providers, and any other health care organization(s) or provider(s) with whom we partner to provide the Services to you sending you disclosures, notices, messages, reports, and other communications either in writing or electronically including without limitation through your account or by email. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us, any Authorized Medical Provider, or any health care organization(s) or provider(s) with whom we partner to offer the Services to you liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. Moreover, you acknowledge and agree that no means of electronic transmission can be guaranteed to be 100% secure. By accessing or using the Services, you agree to us transmitting health and other information to you electronically and that any information sent to or signed by you or us electronically shall be deemed equivalent to as if such information was provided or signed in writing.

Your Relationship with Livewell.

Livewell does not provide any medical advice or healthcare services, including via the Services. Authorized physicians and authorized non-physician providers such as nurse practitioners (collectively, “Authorized Medical Providers”) may provide healthcare services, including telemedicine services (“Healthcare Services”) through the Livewell Platform in accordance with applicable law.

Livewell offers an online communication platform for Authorized Medical Providers and their patients to connect via the Livewell Platform (the "Platform") through the use of synchronous and asynchronous telecommunications technologies. The Platform facilitates communication between patients and Authorized Medical Providers. Livewell contracts with independent contracted physician providers and non-physician providers such as nurse practitioners, who provide Healthcare Services. The Authorized Medical Providers deliver Healthcare Services via the Platform to their patients. The Authorized Medical Providers, and not Livewell, are responsible for the quality and appropriateness of the care they render to you.

The health resources made available through our Services are for informational purposes only, and are not a substitute for direct in-person health care services in all cases; nor are they an indicator of specific results. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the Authorized Medical Provider. You understand that by coordinating and consulting with an Authorized Medical Provider through the Services, you are not entering into a provider-patient relationship with Livewell.

You agree that any prescription written to you by an Authorized Medical Provider is solely for the personal use of the individual named on the prescription. You agree to carefully and fully read all provided product information and labels, and to contact a physician or pharmacist if you have any questions regarding the prescription or medication.

You should report any emergency medication reactions, side effects or other adverse events to your family physician or, if you do not have one, to the nearest walk-in clinic or emergency room or call 911 if any reaction is an emergency situation.

Except for specific communications received from an Authorized Medical Provider, none of the information you receive through the Services should be considered medical advice.

‍Pharmacy Services. If you receive a prescription as a result of your use of the Services, you may select the Livewell Pharmacy Partner to fulfill and ship your prescription. You may also choose to have your prescription fulfilled through the pharmacy of your choice when prompted during your use of the Services. You give us consent to send and disclose to the Livewell Pharmacy Partner or the pharmacy of your choice all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

If you select to use the Livewell Pharmacy Partner to fulfill any prescriptions, you acknowledge that your medication will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

3. Registration and Account Creation

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use certain parts of the Services. If you create an account, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Livewell. If you do not maintain such information, or Livewell has reasonable grounds to suspect as much, Livewell has the right to suspend or terminate your account and your use of the Services. You agree to keep confidential your username and password and to exit from your account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You also agree to immediately notify Livewell of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing Livewell at support@joinlivewell.ca. Livewell may take any and all actions it deems necessary or reasonable to maintain the security of the Services.You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. Livewell explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

4. Ownership and License to Use the Services

Ownership. As between Livewell and you, Livewell is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (“Services Content”). You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms of Use or otherwise by Livewell expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content shall be owned solely and exclusively by Livewell or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services or Services Content.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos (“Marks”) of Livewell or its affiliates. You are not authorized to use any such Marks without the express written permission of Livewell. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

‍Your License. Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms of Use and the Privacy Policy. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by Livewell or its licensors.

5. User Content and Livewell’s License to Use Such Content

Except as provided in our Privacy Policy; or information governed by applicable federal and province-specific privacy laws and regulations; you understand and agree that any information you provide through the Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions/feedback, will be treated as non-confidential and non-proprietary and will become the property of Livewell and/or the Authorized Medical Providers utilizing the Platform (“User Content”).

Except as provided in our Privacy Policy or subject to any applicable laws, User Content may be used by Livewell for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting, and Livewell shall be free to use such User Content for any purpose whatsoever, including, without limitation, developing and marketing products using such information, without any compensation owed to you. You hereby grant Livewell, our successors and assigns, our Auhtorized Healthcare Providers, the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Services for the purposes of providing Services to you; marketing Services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of Livewell using such data. You understand that any User Content you publish in public forums will be viewable and copyable by other users of the forum and potentially the public at large.

WITHOUT LIMITATION OF THE FOREGOING, LIVEWELL DOES NOT ASSUME RESPONSIBILITY OR LIABILITY FOR THE USER CONTENT FOUND IN ANY PUBLIC FORUM, NOR FOR ANY CLAIMS, DAMAGES OR LOSSES RESULTING FROM ANY USE OF ANY PUBLIC FORUM OR THE USER CONTENT CONTAINED THEREIN.

You acknowledge, consent, and agree that we may access, monitor, preserve, and disclose your information and/or any User Content you submit or make available for inclusion on the Services, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by law or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms of Use, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and (5) to protect the rights, property, or personal safety of Livewell, its agents and affiliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.

6. Privacy Notice

Livewell understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy available at joinlivewell.ca/privacy for information about how we collect and use your information The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.

7. Restrictions on Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

• impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity
• violate any local, provincial, national or international law (including export laws)
• reverse engineer, disassemble, decompile, or translate any software or other components of the Services
• distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or the Services, or any other system, device, or property
• access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party
• use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services
• license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, Service Content, or User Content other than as expressly permitted herein
• create or develop competing products or services or for any other purpose that is to Livewell’s detriment or commercial disadvantage
• damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Services, Service Content, or User Content, in whole or in part
• use framing techniques to enclose any trademark, logo, or the Services without our express prior written consent
• post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, affiliated healthcare providers, affiliated healthcare practices, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (iv) attempts to obtain the personal information of other users
• harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any affiliated health care provider who provides health care services related to the Services, as we determine in our sole discretion
• disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Services or any computer network
• bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Livewell or any of our service providers to protect the Services
• remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services or any Service Content or User Content
• use any manual process or automated device to monitor or copy any content made available on or through the Services for any unauthorized purpose except as permitted herein
• to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation
• copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Livewell or third-party content from the Services
• otherwise use the Services in any manner that exceeds the scope of use granted herein
• encourage or enable any other individual to do any of the foregoing

8. Disclaimer

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LIVEWELL AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AUTHORIZES MEDICAL PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER LIVEWELL NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SERVICES, SERVICES CONTENT, AND USER CONTENT. FURTHERMORE, LIVEWELL DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND LIVEWELL DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

9. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL LIVEWELL, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF LIVEWELL OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL LIVEWELL OR IT’S RELATED PERSONS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Livewell, its affiliates, its affiliated health care practices, its subsidiaries, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, (i) your use of the Services, or your use of the materials or features available on the Services, in an unauthorized manner, (ii) your fraud, violation of law, negligence, or willful misconduct, or (iii) any breach by you of these Terms of Use.

11. Third-Party Links and Features on the Services

The Services may contain hyperlinks, plug-ins, products, or features operated by third parties (“Third-Party Services”). Such Third-Party Services are not under our control, therefore, we are not responsible for the information, products or services described by, or for the content or features of any such Third-Party Services. We are providing these Third-Party Services to you only as a convenience, and the inclusion of any Third-Party Services does not necessarily imply endorsement of the Third-Party Services or any association with its operators. Your use of these Third-Party Services is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Third-Party Services. You may have arrived to the Services through a Third-Party Service, and you understand and agree that we are not responsible for the information, products or services described on those Third-Party Services and only these Terms of Use will apply to your use of or access to the Services.

Moreover, we are not involved in any actual transaction between any user and another user or third party, nor are we the agent of either for any purpose. As such, we will not be involved in resolving any disputes between any user and another user or third party relating to or arising out of any transaction between such parties. We urge users and third parties to cooperate with one another to resolve any such disputes. In the event that you have a dispute with one or more other users or third parties through your use of the Services, you release Livewell, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

12. Changes to the Terms of Use and the Services

The Services are continually under development, and Livewell reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

You acknowledge and agree that: (1) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (2) Livewell will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. Livewell reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that Livewell shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

13. Third-Party Payment Processors

We do not collect or store your payment information. We use a third party payment process to automatically debit your Account subscription fee until you cancel your Account or subscription for the Services. All transactions are subject to our payment processor’s ​Service Agreement and ​Privacy Policy​. We will take steps to rectify any payment processing errors that are brought to our attention. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payment.

14. Termination

The Terms of Use will remain in full force and effect as long as you continue to access or use the Services. You may terminate the Terms of Use at any time by discontinuing use of the Services. Your permission to use the Services automatically terminates if you violate these Terms of Use.

Livewell may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms of Use. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, Livewell reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Livewell will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Livewell harmless from any and all liability that Livewell may incur therefore.

15. Governing Law and Jurisdiction; Dispute Resolution

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND LIVEWELL TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LIVEWELL. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND LIVEWELL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

‍Governing Law and Jurisdiction. These Terms shall be governed by and interpreted under the laws of the Province of Quebec and the laws of Canada applicable in Quebec, without regard to principles of conflicts of laws that may impose the laws of another jurisdiction. Subject to the Dispute Resolution provisions, you and we irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Quebec regarding any dispute or claim that may arise from or in connection with these Terms.

‍Dispute Resolution

• a) You and we agree to settle any dispute, claim, or controversy arising directly or indirectly from the enforcement, interpretation, validity, breach, and termination of these Terms, any Additional Terms, or the Privacy Notice (collectively, "Disputes") though good faith negotiations after providing to the other a written Notice of Dispute.
• b) If we cannot find a resolution within 21 business days from the Notice of Dispute, then the Dispute will be settled by binding arbitration, as provided below, except that we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our Intellectual Property Rights.
• c) YOU AND WE MUST FILE A NOTICE OF DISPUTE FOR ARBITRATION WITHIN ONE YEAR FROM THE DATE WHEN THE MATTER AT ISSUE FIRST AROSE, OTHERWISE NEITHER OF US WILL BE ABLE TO INITIATE ARBITRATION OR SEEK LEGAL RECOURSE FOR THAT MATTER.
• d) If you are located in Canada: Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) Canada in accordance with its Canadian Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.
• e) If you are located outside Canada: Any Dispute shall be determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules (the “Rules”). The arbitration shall be conducted in Ontario Canada, in the English language, by a single arbitrator appointed under the Rules. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding. The arbitration will include a written confidential record of the arbitrator’s findings, which shall be final. An award of arbitration may be entered in a court of competent jurisdiction.

This section will survive any termination of your Account or your subscription to Services.

16. Communications by Text Message and Email

By opting-in to receive text (SMS) messages from Livewell or by sending Livewell an initial text message (an “SMS Enrollment”), you consent to receiving text messages regarding your Livewell account and use of the Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from Livewell.

With your SMS Enrollment, you represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (2) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from Livewell, (3) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from Livewell, or from Livewell to you, and (4) neither Livewell, nor your or Livewell’s mobile carriers, will be liable for delayed or undelivered messages.

Note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Livewell, and you can opt-out of any of Livewell’s SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from Livewell, you will need to opt-out of each Livewell SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from Livewell that you have opted-in to receive but have not unsubscribed from.

You also understand that while Livewell takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Livewell are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to Livewell, and receiving text messages from Livewell, that are not encrypted. Likewise, by emailing Livewell or giving Livewell your email, you consent to receiving unencrypted emails messages from Livewell.

If you are experiencing any issues with Livewell’s text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly support@joinlivewell.ca. If you have questions specific to your text or data plan, please contact your wireless provider.

17. General

No waiver. No waiver by Livewell of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Livewell to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

‍No agency relationship. Neither these Terms of Use, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

‍Remedies. You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

‍Assignment. You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Livewell and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Livewell is transferred to another entity by way of merger, sale of its assets, or otherwise.

‍Entire Agreement. This is the entire agreement between you and Livewell relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Livewell.

18. Contact Us

If you have any questions about these Terms of Use, please contact us at:

Medici Technologies Inc.
4035 Rue Saint-Ambroise #314
Montreal, QC H4C 2E1
support@joinlivewell.ca