Service Terms

MasterHealth Technologies Inc.
Service Terms

1. AGREEMENT TO SERVICE TERMS
   
   
   1. Please read these service terms and conditions (the “Service Terms” or this “Agreement”) carefully. MasterHealth Technologies Inc. and its affiliates (collectively, “MasterHealth”, “we”, “us”, or “our”) provide programs and services including via our mobile applications (the “App”) and our website (the “Website”) designed to help you build healthy habits based on your unique goals (the “Services”). The Services include your access or use of the App and Website (individually and collectively, the “Platform”) and content, information, data, programs, recommendations, feedback, coaching including virtual health coaching, facilitated or moderated forums, pods, health impact scores, interactive features, tools, and/or downloads that MasterHealth owns, controls, or otherwise makes available via the Platform and Services, and any other functionality we make available to you through the Platform (“Content”).
      
      
   2. You (“User”, “you”, “your”) expressly consent to the terms of this Agreement including by your use of or access to the Services, use of our Platform, downloading of the App, or agreement to the Service Terms [add link] at an app store such as the Apple App Store or Google Play (individually and collectively an “App Store”) before downloading the App. If you do not consent to these Service Terms, please do not access or use the Services.
      
      
   3. The Services are neither directed to nor structured to attract children. The Services are not available to minors under applicable law. If you are a minor please do not access or use the Services. By using the Services, you represent and warrant that you are at least 18 years of age and of the age of majority in the jurisdiction in which you reside, and have the right, authority and capacity to enter into these Service Terms.
      
      
   4. The Platform and Services are intended for use only in the countries and territories listed as follows: United States and Canada (the “Territory”). MasterHealth may change the Territories by posting a change on its website and such posting shall be deemed to be notice of the change.
      
      
2. CHANGES TO SERVICE TERMS AND SERVICES
   
   
We are constantly trying to improve our Services, so we may need to change the Service Terms from time to time as well. We will alert you and other Service users (individually and collectively, “Users”) to changes by posting the revised Service Terms on the Website and changing the “Last Revised” date at the top. It is your responsibility to check the Website periodically and review the Service Terms. It governs your use of the Platform and Services, and you are responsible for reading and understanding them. You are bound by any changes to the Service Terms when you use the Platform or Services after such changes have been posted.


3. PRIVACY
   
   
Your privacy is important to MasterHealth, and MasterHealth intends to carefully manage the personal information (including personal identifying information) you provide to us or which we collect in the course of providing the Services (“Personal Information”) The collection, use, disclosure and other handling of Personal Information if governed by our Privacy Policy available at https://masterhealth.care/privacy-policy. By agreement to the Service Terms (including by providing Personal Information to us) you agree to the terms of our Privacy Policy.


4. HEALTH AND MEDICAL SERVICE DISCLAIMER
   
   
   1. WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICES INCLUDING THE SERVICES PROVIDED VIA THE PLATFORM IS NOT AND SHOULD NOT BE CONSIDERED TO BE MEDICAL ADVICE OR OPINION AND THE PLATFORM IS NOT AND SHOULD NOT BE CONSIDERED TO BE A MEDICAL DEVICE UNDER APPLICABLE LAW. NO DOCTOR-PATIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BY USE OF THE SERVICES OR THE PLATFORM AND THE SERVICES AND PLATFORM ARE NOT INTENDED TO TREAT ANY MEDICAL CONDITIONS OR FOR USE FOR MEDICAL EMERGENCIES.
      
      
   2. THE SERVICES MADE AVAILABLE TO YOU ARE BASED ON OR DERIVED FROM THE WORK AND WRITINGS OF AUTHORS AND THIRD PARTIES. MASTERHEALTH PROVIDES A PLATFORM TO ENABLE YOU TO ACCESS THE CONTENT. AS A PLATFORM, MASTERHEALTH PROVIDES ACCESS TO CONTENT, BUT DOES NOT ENDORSE OR RECOMMEND ANY CONTENT FOR ANY USERS. YOU ARE RESPONSIBLE FOR EVALUATING THE SERVICES AND DETERMINING THEIR SUITABILITY FOR YOU. YOU ARE URGED TO CONSULT YOUR OWN DOCTOR OR OTHER OTHER HEALTH PROFESSIONAL BEFORE AND WHILE USING THE SERVICES TO ASSIST YOU IN DETERMINING THE SUITABILITY OF THE SERVICES INCLUDING CONTENT FOR YOU.
      
      
   3. As part of the Services, MasterHealth may provide feedback, coaching, recommendations. health impact scores and other Content to, among other things, motivate you to continue with a program. You acknowledge and agree that these are not mental health, medical, psychiatric, psychological or other treatments and are not provided by health professionals, and no clinical, professional, fiduciary, or other relationship is intended or will be established therefrom.
      
      
   4. MasterHealth may also change the individuals with whom you may interact or communicate with you via the Platform. It may also change the Content to be provided from time to time.
      
      
5. ACCESSING AND CHANGES IN THE SERVICES
   
   
   1. You are required to register to receive the Services. All Personal Information you provide will be used in accordance with our Privacy Policy. You agree that information provided will be accurate and complete. You agree that any passwords or other user credentials used in association with the Services and information in or related to your account and your account will be maintained in confidence by you and will not be disclosed or used by any other person. You must notify us immediately if your credentials or account has been compromised or if you suspect a breach of security. You are also solely responsible for any and all activities which occur under your account. You may only register for and use one account.
      
      
   2. You may obtain the App from an App Store. You agree that: (i) these Service Terms are entered into between us, and not with the App Store, and that we, and not the App Store, are solely responsible for the App; (ii) the App Store has no obligation to furnish any maintenance and support services with respect to the App; (iii) the App Store is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and (iv) claims for the infringement of an intellectual property right. You agree that the App Store and its affiliates are intended third party beneficiaries of these Service Terms as it relates to your use of the App, and that, upon your acceptance of these Service Terms, the App Store will have the right to enforce these Service Terms as against you as a third party beneficiary thereof. You also agree to comply with all applicable third party terms of service when using the Services.
      
      
   3. You are responsible for accessing the Services including obtaining and paying for Internet connectivity, SMS messages that may be sent or received as part of the Services, and acquiring a compatible mobile phone to use the App.
      
      
   We may, in our sole discretion, and without prior notice or liability, discontinue, modify, enhance, or change any aspect of the Services (including the Platform) and functionality available via the Services.
   
   
6. FEES, RENEWAL, CANCELLATIONS & REFUND POLICIES
   
   
If you are a subscriber to our Services, you agree to pay the fees including subscriber fees and applicable taxes in the amounts set out in our Fee Terms available at https://masterhealth.care/fee-terms. MasterHealth has the right to change the Fee Terms in accordance with the terms set out in Section 2. Any changes in the Fee terms will apply to all subscriptions created or renewed after the date such change was implemented.


7. INFORMATION AVAILABLE VIA THE SERVICES
   
   
   1. “User Content” as used in these Service Terms means any content, materials or information (including without limitation, any text, information, graphics, photos, musical works and sound recordings,  images, data, questions, comments, suggestions, feedback, or other content, including personal information that you upload, send, email, display, perform, distribute, post or otherwise transmit to us, at our request or on your own, on, or through the Services or the Platform (such as community-based question and answers), whether in connection with your use of the Services or through the use of any third party websites or Third Party Services or otherwise, and whether publicly posted or privately transmitted.
      
      
   2. You may provide User Content in or to the public such as via chats, messages, and group discussions, pods and other content transmitted or provided to us. You agree that this content is not private (“Public User Content”). You may also provide us with other User Content solely in and clearly and unambiguously intended only to be received and used by us in private such as health and fitness information you provide us via the App. (“Private User Content”).
      
      
   3. You and hereby provide to MasterHealth a perpetual, irrevocable, non-terminable, royalty free, worldwide right and license, in any form, media, or technology now known or later developed (the “Licensed Rights”): 
      
      
      1. in respect of Public User Content. to reproduce, modify, adapt, create derivative works based on or derived from, transmit, make available, communicate, distribute, perform, display in public, and grant sublicenses to all such User Content, to provide Services to Users, for the uses set forth in our Privacy Policy, and for other purposes we determine from time to time in our sole discretion; and 
         
         
      2. in respect of Private user Content, to reproduce, modify, adapt, create derivative works based on or derived from, transmit, make available, communicate, distribute, perform, grant sublicenses to all such User Content, to provide Services to you and for the uses set forth in our Privacy Policy.
         
         
      3. You also hereby waive all worldwide moral rights such as the rights of paternity and integrity that may be conferred under copyright laws in all User Content.
         
         
   4. You agree that User Content and the exercise of the Licensed Rights will not violate any applicable law including the intellectual property rights, privacy, publicity, moral, or other rights of any other person. You also agree you have all rights necessary to grant the Licensed Rights free and clear of the rights of any other person. Except as provided in our Privacy Policy, none of the User Content will be subject to any obligation of confidence on our part, and you agree to waive, and hereby waive, any claims arising from or relating to the exercise by us of the Licensed Rights.
      
      
   5. MasterHealth reserves the right to (i) remove, suspend, edit or modify any User Content in its sole discretion at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if MasterHealth is concerned that you may have violated these Service Terms), or for no reason at all and (ii) to remove, suspend or block any User Content. MasterHealth also reserves the right to access, read, preserve, and disclose any information as MasterHealth reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Service Terms, 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 MasterHealth, its users and the public.
      
      
   6. MASTERHEALTH DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR USER CONTENT, AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY USER CONTENT (OTHER THAN FOR CONTENT DEVELOPED BY US), INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT POSTED, EMAILED OR OTHERWISE TRANSMITTED TO OR THROUGH THE SERVICES.
      
      
8. COMMUNITY STANDARDS AND CONDUCT GUIDELINES
   
   
   1. MasterHealth may also post on the Website from time to time, community standards and conduct guidelines that may include, for example, avoiding violence and criminal behavior, safety, objectionable content, integrity and authenticity, protecting intellectual property rights, and content standards. The current standards and guidelines are available at https://masterhealth.care/community-standards. These standards and guidelines form part of these Service Terms and must be complied with by you. You should visit the Website to review them including updates that are posted from time to time.
      
      
   2. We may revoke your privileges to use all or a portion of the Services and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of these Service Terms, we may terminate, in our sole discretion, your use of, or participation in, the Services, or part thereof.
      
      
9. DISCLAIMERS AND LIMITATIONS OF LIABILITY 
   
   
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT. THE LIMITED WARRANTIES, IF ANY, SET OUT IN THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE OR PROVINCE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES AND CONDITIONS. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS RELATING TO THE APP OR SERVICES TO THE EXTENT THEY CANNOT BE EXCLUDED AS SET OUT ABOVE, BUT CAN BE LIMITED, ARE HEREBY LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU FIRST INSTALLED THE APP ON ANY DEVICE OR COMMENCED TO USE THE SERVICES. NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE SERVICE TERMS.

EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, EACH OF THE PLATFORM AND SERVICE IS PROVIDED OR MADE ACCESSIBLE “AS IS” AND “AS AVAILABLE”, WITHOUT CONDITION, ENDORSEMENT, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND BY MASTERHEALTH. MasterHealth DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF ANY SERVICE, CONTINUED AVAILABILITY OF ANY SERVICE, OR THAT ANY MESSAGES, CONTENT OR INFORMATION SENT BY OR TO YOU WILL BE ACCURATE, TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME.

ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, THE MASTERHEALTH PLATFORM OR THE SERVICES MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.

In no event shall the aggregate liability of MasterHealth arising from or related to this Agreement or the MasterHealth Platform or Services exceed the greater of U.S. $200 or the amount paid to MasterHealth in the month in which the claim first arose, even if a continuing one.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, IN NO EVENT SHALL MASTERHEALTH BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, DAMAGES RELATED TO OR ARISING FROM PERSONAL INJURIES OR DEATH, DAMAGES OR INJURIES TO OR LOSS OF HEALTH OR THE FAILURE TO IMPROVE YOUR HEALTH, MEDICAL OR HEALTH COSTS OR EXPENSES, OR MENTAL DISTRESS, REPUTATIONAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF INFORMATION, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, OR OTHER SIMILAR PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM OR SERVICES INCLUDING THE USE OR INABILITY TO USE, PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM OR SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF MASTERHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MASTERHEALTH SHALL BE LIABLE TO YOU ONLY AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT, OR OTHERWISE TO YOU INCLUDING ANY LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY: (A) IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; AND (B) TO MASTERHEALTH AND ITS AFFILIATED COMPANIES, THEIR SUCCESSORS, ASSIGNS, AGENTS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND INDEPENDENT CONTRACTORS.

MASTERHEALTH IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE MASTERHEALTH, IT’S DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” WITHOUT LIMITING THE FOREGOING, YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT MASTERHEALTH IS NOT OBLIGATED IN ANY WAY TO (A) SCREEN ITS MEMBERS, (B) INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS, OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS, INCLUDING WITHOUT LIMITATION INFORMATION OR REPRESENTATIONS CONTAINED IN PUBLIC PROFILES. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. MASTERHEALTH DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS OR THEIR COMPATIBILITY WITH YOU.

Certain Content provided via the Platform or Services may include links to websites or other online locations or products or services of third parties and be provided by third parties, in whole or in part (“Third-Party Content”). In order to use Third-Party Content, you may be required to enter into additional terms and conditions with third party service providers. Our Service Terms apply only to the Services, and not to the apps or services of any other person or entity, and your right to use such Third Party Content as part of the Services is subject to and governed by the terms and conditions of the third party. All of the exclusions, disclaimers and limitations above apply to Third Party Content and, without limiting the foregoing, MasterHealth is not responsible or liable for any such This Party Content, even if recommended or facilitated by us.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, THE FEES AND OTHER TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET OUT ABOVE, IN NO EVENT SHALL ANY DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER, INDEPENDENT CONTRACTOR OF MASTERHEALTH OR ANY AFFILIATES OF MASTERHEALTH HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE APP OR THE SERVICES.


10. MASTERHEALTH INTELLECTUAL PROPERTY RIGHTS
    
    
1. Ownership of Intellectual Property. You agree that, as between you and MasterHealth, the Platform and Services and Content (as defined below), and all of the intellectual property rights therein including copyright, patents, trademarks (including MasterHealth, MasterHealth logos, and the MasterHealth domain names), trade secrets and confidential information, are and will be owned by MasterHealth. Except as expressly stated in these Service Terms, you are not granted any licenses in or to the Platform or Services by implication, estoppel or other legal theory, and all rights in and to the Services and Platform not expressly granted in these Service Terms are hereby reserved and retained by MasterHealth. You hereby assign, and to the extent necessary agree to assign, all of your worldwide right, title, and interest in and to and the Content, to the extent created or provided by you. For the purposes of these Service Terms “Content” means materials or information (including without limitation, any text, information, graphics, photos, images, music, data, questions, comments, or other content that may be protected by an intellectual property right that is made available to you via the Services or Platform).
   
   
2. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, phone, tablet or any other mobile device, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other applications or networked computer environment is strictly prohibited unless you receive our prior written consent.
   
   
3. Subject to your continued compliance with the Service Terms, including without limitation the timely payment of all applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access and use our Services and Platform. Your use is limited for your personal, non-commercial use only.
   
   
4. The Services, and any Content we make available to you may not be reproduced, duplicated, copied, scraped, spidered, modified, sold, resold, distributed, transmitted, made available, or otherwise exploited for any purpose other than private personal use as part of the receipt of the Services, without the express written consent of MasterHealth.
   
   
5. You agree you will not provide the App to any other person and will not, and will not attempt to, reverse engineer or decompile the App or the Services. This limitation against reverse engineering will not apply only to the extent an applicable law affirmatively provides in a jurisdiction a statutory right to reverse engineer a computer program and subject to all conditions and limitations of such statute.
   
   
11. INDEMNIFICATION
    
    
You agree to indemnify, hold harmless and, at our option, defend MasterHealth and our affiliates, and our and their respective officers, directors, members, employees, stockholders, managers, agents and representatives (collectively, “MasterHealth Indemnified Parties”) from any and all (a) damages, liabilities, and losses suffered from your breach of these Service Terms, and (b) third party claims, actions, demands, causes of action, liability, damages, losses and/or costs (including, but not limited to, reasonable lawyers’ fees and expenses) (collectively, “Claims”) arising from (i) your breach of these Service Terms, (ii) use of your account by you or others, and (iii) your violation of any applicable law including an intellectual property right, or privacy right of any person.

The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.


12. GOVERNING LAW AND DISPUTES
    
    
This Agreement is to be governed by and construed under the laws of the Province of Ontario, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Except to the extent specifically prohibited by applicable law in Your jurisdiction, any disagreement or dispute arising from or related to this Agreement shall be settled by final and binding arbitration to be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but you, may be joined or combined together, without the prior written consent of MasterHealth. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the exclusive jurisdiction of the courts located in the Province of Ontario, for any claims arising from or related to this Agreement than cannot be settled by arbitration. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.


13. TERM AND TERMINATION
    
    
1. Termination. These Service Terms will remain in full force and effect while you use our Services (including our Platform). We may terminate your use of, or access to, the Service in accordance with these Service Terms including by providing you with no less than ten (10) days notice in writing.
   
   
2. Effect of Termination; Survival. Termination of these Service Terms automatically terminates all rights and licenses granted to you under these Service Terms, including all rights to use the Services and Platform, except that all terms that by their nature may survive termination shall be deemed to survive such termination (including, without limitation, intellectual property, disclaimers, limitations of liability, User Content license, governing law and venue). Subsequent to termination, MasterHealth reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Services, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
   
   
3. Legal Action. If we, in our sole discretion, take legal action against you in connection with any actual or suspected breach of these Service Terms, we will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and lawyers’ fees incurred as a result of such legal action. MasterHealth will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of the Service Terms.
   
   
14. MISCELLANEOUS TERMS
    
    
1. If any provision of these terms shall be found by a court of competent jurisdiction to be unlawful, invalid, void or voidable, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
   
   
2. We may assign our rights and obligations under these Service Terms. These Service Terms will inure to the benefit of our successors, assigns and licensees and upon any such assignment we shall be released of our obligations under this Agreement.
   
   
3. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Service Terms, or to exercise any right under the Service Terms, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
   
   
4. The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.
   
   
5. This Agreement and the documents which we link to herein (including the Privacy Policy, Fee Terms, and Community Standards and Guidelines) constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the Platform or Services other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement. This Agreement may be amended at any time upon mutual agreement by the Parties.
   
   

Last Updated: September 24, 2021.