Submitted by admin on

End User Licence Agreement

 

Fountain of Health Association for Optimal Aging (“we”, “us”, “our”) is a non-profit organization promoting brain health and resilience for adults of all ages. We offer practical, easy to use tools (collectively, the “Tools”) based on current scientific evidence to support brain health, wellbeing and resilience (the ability to bounce back under stress). The tools can be used by individuals, community groups and health providers. THE TERM “TOOLS” INCLUDES NOT ONLY SUGGESTIONS, PROCESSES AND PRACTICES TO FACILITATE BEHAVIOURAL CHANGE BUT ALSO INFORMATION AND DATA ABOUT BRAIN HEALTH.

READ THIS LICENCE CAREFULLY BEFORE USING ANY OF THE TOOLS INCLUDING WITHOUT LIMITATION THIS SOFTWARE. BY USING ANY OF THE TOOLS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE YOU MUST PROMPTLY DELETE AND DESTROY ALL COPIES OF THE TOOLS. THE FORM OF THIS LICENCE MAY CHANGE FROM TIME TO TIME. BY ACCEPTING THE TERMS OF THIS LICENCE, YOU ACKNOWLEDGE THAT THE CHANGES MADE FROM TIME TO TIME WILL BE BINDING ON YOU. ANY REVISIONS TO THE FORM OF LICENCE WILL BE POSTED ON OUR WEBSITES at Fountain of Health and https://wellnessapp.ca. YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE LICENCE POSTED ON THAT SITE.     

  1. Licence:  We own or Licence certain materials (collectively, the “materials”) including without limitation computer software (collectively, the “Software”) which allow us to provide the Tools. The materials and the Tools are protected by Canadian and foreign intellectual property laws. As between you and us, we retain full and complete title to the materials and the Tools, and all updates and subsequent copies of them (including without limitation copies made in violation of the terms of this Agreement), regardless of the medium or form in which the copies may exist. 
  2. Rights and Restrictions on Use: In consideration of your agreeing to be bound by the terms and conditions set out in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), we grant you a non-exclusive, personal, non-assignable, non-transferrable (except as set forth herein), revocable Licence and right to use the Tools solely for your own personal and non-commercial purposes (and not for the provision of services to others on a commercial basis). You may : (a) use the Tools for your own personal non-commercial use or for use in a clinical practice, where “use” means load, execute, store or display the Tools in the form provided to you by us. Use rights must be obtained for each person or entity using the Tools; and (b) copy and reproduce the Tools in paper format only, in whole or in part, for backup or archival purposes, but only as long as you reproduce and include on each copy our copyright and other proprietary notices as well as those of the parties from whom we Licence the Tools. Our express written consent is required before the Tools, the materials or any of them may be used for commercial purposes. The Tools include confidential information which you agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of the Tools in accordance with this Licence. You will not: (a) use, copy, reproduce or transfer the Tools other than as set out above or, without limiting the generality of the foregoing, adapt, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, translate or modify the materials including without limitation the Software in any way whatsoever, nor will you create derivative works based on the Tools; (b) remove or alter ownership and copyright notices embedded in or on the Tools; (c) use, make available, copy, ship, transfer, export or re-export the Software except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using the software, the United States and Canada; (d) permit any third party to violate the terms and conditions of this Agreement; (e) merge the Software with other software unless such interface is necessary to facilitate the use of the Tools as contemplated by the Parties; (f) subLicence, lease, rent, loan, or otherwise transfer (except as explicitly provided in this agreement) the Tools to any third party. You represent and warrant that you will not: (i) violate the rights of any third party; (ii) impersonate any person; (iii) upload viruses or engage in other activities that might cause damage to the site(s) maintained by us or otherwise disrupt our operations by disrupting our site servers or otherwise; or (iv) engage in or promote participation in any illegal activity.
  3. Not medical advice: The Tools provide general information only and are not intended as medical advice or services, nor may they be used for diagnostic or treatment purposes. You should consult a qualified healthcare provider(s) and consider the associated risks before using the Tools in connection with any physical activity, wellness or fitness program, or guidance or in any other way. If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. Never disregard professional medical advice or delay seeking it because of anything you have viewed or heard through your use of the Tools.
  4. Responsibility for Content: You agree (a) that you are solely responsible for the content of any and all communications by you and information provided by you through the Tools; (b) not to modify any correct data (including without limitation any certificates or training records;) and (c) all information that you provide is true and correct.
  5. Term: Unless it is terminated prior to the end of that period, this Agreement is effective for a term of one year beginning on the date on which you click to accept these terms and conditions, and unless terminated pursuant to the provisions of this agreement, it shall continue for successive terms of one year each. We may terminate this Agreement prior to that: (a) if you fail to comply with any material provision of this Agreement and do not correct such failure within ten (10) days after written notice of such failure to comply is forwarded to you by email sent to the last email address we have on file for you or other means; (b) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party; (c) in the event that our ability to support or offer the Software, the Tools or any part of them is impeded; or (d) by providing you with notice in writing not less than thirty (30) days. You may terminate this Agreement by providing us with notice in writing not less than thirty (30) days. We may at any time and from time to time modify or discontinue, temporarily or permanently, the Tools or any part thereof with or without notice. We are not liable for any modification, suspension or discontinuance of the Tools.
  6. Accuracy of information: WE OFFER NO WARRANTY THAT THE INFORMATION OR ANALYSIS GENERATED BY OR CONTAINED IN THE TOOLS WILL BE ERROR FREE. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE TOOLS OR THE INFORMATION OR ANALYSIS GENERATED BY THEM.
  7. No Warranty: WE DO NOT WARRANT THAT YOUR USE OF THE TOOLS, OR THE INFORMATION OR ANALYSIS GENERATED BY THEM, WILL BE ERROR FREE, VIRUS FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. THE TOOLS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE NEITHER REPRESENT NOR WARRANT THAT THE TOOLS OR THE ANALYSIS WILL MEET YOUR REQUIREMENTS OR THAT IT OR THE INFORMATION OR ANALYSIS GENERATED BY THEM WILL BE ERROR FREE, OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH IN SECTION. THIS INDEMNIFICATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE ON OUR PART, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.
  8. Limited Liability: Everyone's condition and abilities are different, and participating in the activities promoted through the use of the Tools are at your own risk. Activities promoted by the Fountain of Health™ may pose risks even to those who are currently in good health. YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM THE TOOLS. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER WE NOR OUR RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE TOOLS HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, FAILURE TO REALIZE EXPECTED BENEFITS, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING IN CONSEQUENCE OF OUR PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER WE HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE USE OF THE TOOLS.
  9. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE DISCLAIMERS CONTAINED IN THIS AGREEMENT. YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.
  10. General: This Agreement constitutes the entire agreement between the Parties with respect to the materials and the Tools. Any controversy in relation to this Agreement or arising hereunder shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada without regard to conflict of laws principles. The parties to this Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and its Tools is expressly excluded. No waiver or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by us. Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this Agreement and the rest of this Agreement shall remain in full force and effect, and be binding upon you and us as though the said provision or provisions had never been included. This Section and Sections 1 through 3 and 5 through 9 shall survive the termination of this Agreement for any reason. Should you have any questions concerning this Agreement you may contact us at info@fountainofhealth.ca.