Subscription Agreement

This agreement is made between Ollo Health Technologies (“Ollo Health”), and you (“You”, “Your” and other similar words). Your access to and use of the Software and System is governed solely by the terms of this Agreement which supersedes and replaces the terms of any other prior agreement, writing or understanding between You and Ollo Health. “You”includes all your heirs, trustees, administrators and other legal representatives.

Ollo Health provides a web-based service platform for video conferencing and scheduling which connects patients and healthcare providers for non-emergency medical related issues.

Ollo Health May Amend the Agreement and reserves the right to modify the terms and conditions of this Agreement or its policies relating to the service platform at any time, effective upon posting of an updated version of this Agreement. You are responsible for regularly reviewing this Agreement and continued use of the platform after any such changes means that You agree to all such changes.

You are Bound by this Agreement. By you subscribing for the service platform, you acknowledge and agree that you have read and agree to be bound by all of the terms and conditions of this agreement (which also includes the privacy policy).

Terms and Conditions

Definitions. As used in this Agreement:

“Agreement” means these Terms and Conditions and the Privacy Policy incorporated by reference into this Agreement.
“Anonymized Data” means any data provided by You or a provider about You in the platform, not including Personal Health Information.
“Confidential Information” means all information regarding Ollo Health’s business, including, without limitation, the platform, documents and other confidential or proprietary information, disclosed under this Agreement.
“Email Address” means a single valid email address provided by You.
“Personal Information” means information about an identifiable individual that is collected, used and disclosed in the course of delivering the service.
“Privacy Policy” means the policy governing the collection, use, disclosure and retention of information of an identifiable individual.
“Platform” means the on-line platform delivered by Ollo Health to You
“Your Data” means any data, information or information submitted by You or Your provider with whom you connect through the platform and includes, without limitation, Personal Information.

Service

Subscription to the Platform. Subject to You complying with each term of this Agreement, Ollo Health hereby grants to You a revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the platform in accordance with this Agreement solely for personal reasons and not for resale or to provide services to third parties.
No Sharing. Your access to the platform cannot be shared with anyone outside of designated employees within your business who will be involved with providing services using the Platform. You will maintain a single user account represented by Your Email Address on the platform. You will only access the platform under this single identity and will not share Your password with any other person outside of your establishment or permit another person outside of your establishment to interact with the platform using Your account information or password.
Ollo Health shall use commercially reasonable efforts to (a) maintain the security of the platform; and (b) make the platform available in accordance with this Agreement. The platform will be unavailable from time to time for regularly scheduled and other maintenance and updates.
You acknowledge and agree that Ollo Health’s activities under this agreement are limited only to facilitating communication between you and a care provider and agree that Ollo Health provides the platform, and the platform operates from within canada.

Your use of the Ollo Health Platform

Access and Security Guidelines. You will create your own password to use in association with your Email Address for access to and use of the platform. You are solely responsible for ensuring the security and confidentiality of Your password. You shall not share your password with anyone outside of your establishment at any time. You will prevent unauthorized access to or use of the platform, and notify Ollo Health promptly of any such unauthorized use. You shall ensure that the User System is secure and uses an up-to-date commercially available anti-virus and security software. Ollo Health has no responsibility whatsoever for any User System. You will, at all times, comply with all local, regional and federal laws of Canada when using the Platform. Ollo Health makes no representations that the platform is appropriate, legal or available for use in other jurisdictions. Those who access or use the platform from other jurisdictions do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and foreign).
You are solely responsible for Your Data that you provide and You will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Ollo Health may take any remedial action if Your Data violates this Section 3.2; however, Ollo Health is under no obligation to review any data, information, content or material on the platform for accuracy or potential liability.
Use Restrictions. You are responsible for all activities that occur under Your account. You will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the platform; (b) interfere in any manner with the operation of the platform (c) transfer any of your rights under this Agreement, use the platform for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Ollo Health Platform; (e) otherwise use the platform in any manner that exceeds the scope of use permitted under Section 2.1; (f) use the platform in any way that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the platform in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the platform in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the platform in any way that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity; (j) use the platform in any way for unsolicited promotions, political campaigning, advertising or solicitations; or (k) use the platform in any way that, in the sole judgment of Ollo Health, is objectionable or which restricts or inhibits any other person from using or enjoying the platform, or which may expose Ollo Health or its users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the platform.
No Competitive Use. You may not subscribe for, use or access the platform if You are (or are engaged by) a competitor of Ollo Health, except with Ollo Health’s prior written consent. In addition, You may not subscribe for, use or access the platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Suspension or Cancellation of the Your Use. In addition to any other right or remedy that Ollo Health may have under this Agreement or at law, Ollo Health may terminate or suspend (partially or completely) Your access and use of the platform without prior notice for any reason, but Ollo Health will confirm such termination or suspension by subsequent notice to You.
You hereby grant to Ollo Health the following license in respect of Your Data: a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Data works better with our Software), communicate, publish, perform, display and distribute such content (see examples below in Section 3.7). The rights you grant in this license to your Personal Information are for the limited purpose of operating, promoting, and improving our System and for delivering care to You, and, such use as described in Section 5.4 and subject always to Ollo Health’s Privacy Policy and applicable privacy laws. You hereby agree that the foregoing rights granted by You under this Section 3.6 may be sublicensed or assigned by Ollo Health, in whole or in part, to third parties delivering you care through the System. This license grant survives You ceasing to use our platform for so long as Ollo Health or such third parties are legally permitted to have and maintain Your Data.
As examples only, the license in Section 3.6 allows Ollo Health to use and disclose Your Personal Information in providing the Services: (a) to schedule a visit with a treating provider and to send any appropriate records to the treating provider; (b) to ensure that Your clinical data is stored on electronic medical record systems in use in the applicable jurisdiction; (c) for administration of billing, such as through government operated plans or private insurers; (d) to other providers involved in Your care including and not limited to other providers, clinic operators, specialists, pharmacists, lab technicians, nutritionists, physiotherapists, and occupational therapists; and (e) where the disclosure is required by law such as reporting infectious diseases pursuant to statutory obligation, to law enforcement agencies in certain circumstances, to comply with a subpoena or court order or records, or for other statutory or legal purposes.
Ollo Health takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, any user of the System or any third party on, in or to the System, or for any loss or damage arising therefrom, nor is Ollo Health liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. Your use of the platform is at your own risk of being exposed to such material.

Your Warranties and Promises to Equinoxe

Your Warranties. You hereby represent and warrant to Ollo Health now and at all times during your access and use of the Software, and Ollo Health is relying on Your representations and warranties in allowing You to use and access the platform, that: (i) you are a resident of a jurisdiction in which the platform, and your use of the platform is not contrary to law; (ii) any information that You provide at any time to Ollo Health is true, accurate, and complete; (iii) You have all necessary rights to provide any of Your Data, or any other information, data, materials or content to Ollo Health for the purposes described in this Agreement; (iv) at all times during this Agreement, You shall not communicate with any provider that (a) is not in compliance with all applicable laws (local, domestic or foreign) or (b) without limiting the foregoing, communicates to You through or on any non-compliant technology such as, but not limited to, email, texting, Skype, Facetime or other similar messaging or communication system or service; and (v) You agree to hold Ollo Health’s Confidential Information in strict confidence and not to use such Confidential Information for any purpose except as expressly permitted hereunder.
In order to maintain the Software as secure as possible, You must not disclose any security vulnerability to any person except Ollo Health. As soon as possible upon discovering any issue or problem that may pose a risk to the security or use of the platform or to Your Data (or any data of any other user of the platform), you must notify us by contacting info@ollohealth.com.

Ownership

Ollo Health exclusively owns and retains all right, title and interest in and to the platform and all software, materials, formats, interfaces, information, data, content, Ollo Health’s Confidential Information and proprietary information and technology used by Ollo Health or provided to You in connection with the platform. The Ollo Health platform is protected by intellectual property rights owned by or licensed to Ollo Health. Other than as expressly licensed to You in this Agreement, no license or other rights in the Ollo Health platform are granted to the You, and all such rights are hereby expressly reserved by Ollo Health. Ollo Health shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the platform any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the platform.
You retain all ownership in and to Your Data that is Personal Information. Ollo Health will use Your Data to provide the platform under this Agreement. You will be solely responsible for providing all Your Data required for the proper operation of the platform. You grant to Ollo Health all necessary licenses in and to Your Data solely as necessary for Ollo Health to provide the platform to You and as otherwise described in Section 3.6. Ollo Health retains the sole right to own any Anonymized Data.
Ollo Health will not use or access any Personal Health Information unless authorized to do so by You by this Agreement (including, but not limited to, the Privacy Policy) and, in such circumstances, Ollo Health will access and use such Personal Health Information only as expressly permitted by this Agreement or required to deliver the requested platform on your behalf.
Anonymous/Aggregated Data. Notwithstanding Section 5.3 or any other term of this Agreement, during the term of this Agreement and afterwards, Ollo Health may use Anonymized Data and may transfer, convey, sell, manipulate and otherwise exploit such Anonymized Data.

Term and Termination

The term of this Agreement will commence on the date you sign up for the platform or begin to use the platform and continues until terminated in accordance with the provisions of this Agreement.
Termination. You may cease using the platform at any time. Ollo Health may cease providing You the platform (or any portion of it) at any time without notice. As well, You or Ollo Health may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within fourteen days after written notice of such breach. Upon the termination of this Agreement for any reason, (a) the license granted to Ollo Health in respect of Your Data survives for so long as Ollo Health is required by law to retain such information; (b) Ollo Health will cease providing and You will cease using the platform; and (c) Ollo Health will be entitled to retain and use Your Data in accordance with the terms of this Agreement, subject always to the laws of the Province of British Columbia and applicable laws of Canada therein. The rights and duties of the parties under Sections 3.6, 4, 5, 6.2, 7, 8, 9, and 10 will survive the termination or expiration of this Agreement.

Warranty Disclaimer

Ollo Health makes no warranty concerning the platform. Accordingly, the platform and all other data or materials provided in connection with this agreement by Ollo Health and its suppliers are provided “as is” and “as available” without representations or warranties of any kind. Ollo Health and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of non-infringement, merchantability or fitness for a particular purpose or any implied warranties arising out of course of performance, course of dealing or usage of trade. Ollo Health does not warrant that the software will be error-free, accurate, timely, uninterrupted, completely secure, or virus-free.
Ollo Health does not provide advice of any kind. Ollo Health does not endorse or recommend any provider available through the system, or any care, advice, recommendation or product recommended by any provider. Any and all advice or care you obtain (and any results or lack of results from following or not following such advice or care) from any provider is the responsibility of the responsible provider providing advice or care, and you. Without limiting the application of any other limitation or exclusion of liability under this agreement or at law, you hereby expressly acknowledge and agree that Ollo Health has no liability whatsoever however arising under any theory of law for any advice, result or lack of result from such advice or care obtained from any provider.
The platform permits you to link to other websites or resources on the internet, and other websites or resources may contain links to Ollo Health’s websites. These other websites are not under Ollo Health’s control. You acknowledge that Ollo Health is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. the inclusion of any such link does not imply endorsement by Ollo Health or any association with its operators. You further acknowledge and agree that Ollo Health shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Indemnity

By You. If any action is instituted against Ollo Health (a) arising out of or relating to your use of the platform (including any claims by You, including, without limitation, any claims relating to any violation by you or a provider of any law, regulation or order (local, domestic or foreign) in relation to the use of the platform); or (b) alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, violates or misappropriates any intellectual property rights or other right of a third party or otherwise causes harm to a third party, You will indemnify, defend and hold harmless Ollo Health from such action at Your own expense on behalf of Ollo Health and shall pay all damages, fees, costs or other amounts attributable to such claim. You shall have no obligation under this Section for any claim or action that arises solely and directly out of a material breach of this Agreement by Ollo Health.
Conditions. You may settle or compromise a claim without Ollo Health’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by Ollo Health of any obligation to You or any third party, (B) such settlement has no effect on any defense that Ollo Health may assert in any such claim, and (C) such settlement does not impose any condition or obligation on Ollo Health of any kind (including, without limitation, any financial obligation). Upon Your assumption of the defense of such claim, Ollo Health will cooperate with You in such defense, at Your expense, except to the extent that Ollo Health has any adverse or different interest than You.

Limitation of Liability

Ollo Health’s total cumulative liability to you for any and all claims arising from or in connection with this agreement (under any legal theory including claims in contract or tort), the platform, will not exceed the amounts actually paid to Ollo Health, if any, by you in the six month period immediately preceding your formal written notice of the claim for liability hereunder. All claims that you may have against Ollo Health will be aggregated to satisfy this limit and multiple claims will not enlarge this limit. In no event will Ollo Health be liable for special, incidental, indirect or consequential damages arising out of or in connection with this agreement (under any legal theory including claims in contract or tort), including, but not limited to, interrupted communications, lost data or lost profits, and damages that result from inconvenience, delay or loss of use of any information or data or of the system or software, even if Ollo Health has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein. Ollo Health does not provide advice or recommendations and does not recommend, endorse or warrant any provider, or any advice received or not received through use of the platform.

General Provisions

Publicity. Ollo Health may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement, and the platform.
Assignment. You may not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of Ollo Health. You agree that Ollo Health may subcontract certain aspects of the platform to qualified third parties, provided that any such subcontracting arrangement will not relieve Ollo Health of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the heirs, legal representatives, successors and assignees of the parties.
Disputes. Except for any issue related to Ollo Health’s intellectual property rights, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its domestic rules by a single arbitrator. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Subject to mandatory arbitration, you agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in Vancouver, British Columbia and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or Your use of the Software and System. To the extent permitted by law, You agree that You will not bring a claim under this Agreement more than 12 months from when Your claim first arises.
Injunctions. Notwithstanding the foregoing, if you breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to Ollo Health if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that Ollo Health shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.
Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to conflict of laws principles. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in British Columbia, Canada, except for applications for injunctive relief by Ollo Health which Ollo Health may bring in any jurisdiction. You hereby irrevocably submit to the jurisdiction and venue of such court in any such action or proceeding.
Waiver of Jury Trial and Class Action Rights. To the extent permitted by law, and subject to the mandatory arbitration provision, you acknowledge, agree and understand that, with respect to any dispute with Ollo Health, or its respective officers, directors, employees or agents, arising out of or relating to this agreement: (i) you hereby give up your right to have a trial by jury; and (ii) you hereby give up your right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.
Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. You may send notices to info@ollohealth.com and Ollo Health may send any notice to You at the Email Address. Notices will be deemed to have been given upon the next full business day in the Province of British Columbia after being sent.
Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Enurement. All covenants, representatives, warranties and agreements of the parties contained herein will be binding upon and will enure to the benefit of the parties and their respective successors, permitted assigns, legal representatives, heirs and trustees.
Questions or Additional Comments. If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@ollohealth.com.