Terms & Conditions

Last updated: June 19, 2023

 

1. ACCEPTANCE OF TERMS OF USE

Welcome to InkWell Health!

These Terms and Conditions (“Terms”) govern your use of InkWell Health website, mobile applications (the “App”) and any associated online or offline services we offer (collectively, the “Services”) provided by InkWell Health Ltd. (“InkWell Health,” “we,” “us,” or “our”). Please read these Terms carefully before using our Services.

We require that all users of our Services adhere to these Terms, including with respect to any electronic content, functionality, features and applications in our Services (collectively, “Materials”). By accessing or using our Services, you agree to be bound by these Terms, and represent that you are at least 18 years old and can legally form a binding contract with us. If you do not agree with any part of these Terms, you must not use our Services. If you have a business relationship with us (including any services agreement), the contractual terms of that relationship will control in the event of any conflict.

PLEASE SEE SECTIONS 12-16 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING A MANDATORY ARBITRATION CLAUSE, AND A WAIVER TO A JURY TRIAL OR CLASS ACTION, THAT LIMITS YOUR RELIEF.

NOTE: The use of information provided through our Services does not create a healthcare provider-to-patient relationship with you. DO NOT disregard your physician or healthcare provider’s advice or delay seeking treatment based on information found through the Services, including through any patient portal. Although the Services may provide access to information or facilitate communications with a healthcare professional, the Services do not themselves provide any medical advice or diagnosis, and are intended for use by patients, healthcare professionals and other website visitors FOR INFORMATIONAL PURPOSES ONLY. IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911. OTHERWISE, PLEASE DIRECT ANY MEDICAL QUESTIONS TO YOUR HEALTHCARE PROFESSIONAL.

 

2. YOUR RESPONSIBILITIES

You are responsible for any activity that occurs through your use of the Services. All information you provide to us must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

Certain features or portions of the Services may be password-protected and may require you to complete a registration process and/or qualify for such Services in order to obtain access. We may, in our sole and absolute discretion, disable your account from the Services for any or no reason, including suspicion of fraud, false information or misuse. You are responsible for (a) the accuracy of all information that you provide to us, (b) maintaining the confidentiality and security of any passwords or other account identifiers that you choose or that are otherwise assigned to you, and (c) all activities that occur under such password(s) or account(s). In the event that your account credentials (i.e., username and password) are used without your consent or you discover any other breach of security, you must immediately notify us.

 

3. Privacy

Your privacy is important to us. Please read our Privacy Policy, which is incorporated into these Terms by reference, to understand how we collect, use, and protect your personal information.

As stated there, the Privacy Policy governs how we use your Protected Health Information (“PHI”) as defined under the Health Insurance Portability & Accountability Act and related federal and state laws and regulations (collectively referred to as “HIPAA”), such as information you provide or receive through us in connection with the provision of healthcare services, except to the extent the Privacy Policy conflicts with the HIPAA Notice of Privacy Practices provided to you by your healthcare provider before or while enrolling in the Services they provide through us, and any applicable business associate agreement we entered into with your provider.

 

4. HEALTHCARE PROVIDERS AND HEALTH PLANS

In some instances, portions of the Services may be used to facilitate communications or other interactions between you and one or more third party healthcare provider(s) or health plan(s). In addition to other disclaimers and exclusions contained in these Terms, we expressly disclaim to the maximum extent permitted by law any and all liability related to any services provided to you by such third party healthcare provider(s) or health plan(s).

 

5. Limited License to Use Our Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use our Services for your personal, lawful and non-commercial use. The Services contain Materials owned or licensed by us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, used to create a derivative work, or transmitted in any form or by any means without prior written permission from us or the third party owner. Unauthorized use of any Materials provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. Except as expressly provided herein, we and our licensors reserve all rights with respect to the Services and Materials.

 

6. Restrictions on use

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials, or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in violation of any applicable laws or regulations; (h) otherwise act in a fraudulent, illegal, misleading, malicious or negligent manner when using the Services; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, harming, impersonating or intimidating people or entities; (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) access or use the Services by means of any automated program, expert system, electronic agent or “bot” except for general purpose search engines; (l) give any other person or entity unauthorized access to the Services or (m) scrape, copy, republish, license, or sell the information or Materials on the Services. We may pursue legal action and/or report to law enforcement for any such violations.

 

7. User Content and feedback

By submitting, uploading, or otherwise providing content to our Services (“User Content”), you grant InkWell Health a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use, reproduce, distribute, modify, adapt, and create derivative works in connection with our Services and our business, subject to our Privacy Policy and any applicable HIPAA Notice of Privacy Practices and/or business associate agreement (as referenced above). You represent and warrant that you have all necessary rights, licenses, and permissions to grant the above license and that your User Content does not infringe any intellectual property rights, privacy rights, or any other rights of any third party.

You agree that we are free to use any feedback, corrections, ideas, concepts, know-how, or techniques that you provide to us in regard to the Services (collectively, “Feedback”) for any purpose and you waive all rights therein. PLEASE DO NOT SEND US ANY FEEDBACK THAT YOU WISH US TO KEEP CONFIDENTIAL OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION UNLESS WE EXPRESSLY AGREE IN WRITING OTHERWISE. For the avoidance of doubt, any feedback subject to a negotiated agreement will be governed by that agreement and not these Terms.

 

8. REPORTING COPYRIGHT INFRINGEMENT AND OTHER VIOLATIONS WITH RESPECT TO SERVICES

We respect the intellectual property rights of others, and we prohibit users of our Services from hosting or transmitting any materials that violate another person’s intellectual property rights or these Terms. For allegations of copyright infringement or any other issues, please notify us via the contact information below.

 

9. MATERIALS

We may update the content in our Services and Materials from time to time, but it will not necessarily be complete or up-to-date. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Services for any reason, without prior notice.

 

10. LINKS IN THE SERVICES

Although we may control some of the hyperlinks in the Services, other links within the Services may lead to third-party sites or services. We include these third-party links or services solely as a convenience to you. The presence of a link or service does not imply an endorsement of the linked site or service, its operator, or its contents, or that we are in any way affiliated with the linked site or service. The Services do not incorporate any materials appearing in such linked sites by reference. Third party sites and services are not controlled by us, and may have different terms of use and privacy policies, which we encourage you to review.

 

11. LINKING TO OUR SERVICES

You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: (i) establish a link from any website that is not owned by you; (ii) cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or (iii) take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

 

12. Disclaimer of Warranties

YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE SERVICES , INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE SERVICES WILL BE SECURE; (V) THE USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE SERVICES WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE OR ELECTRONIC FILES. ALL INFORMATION CONTAINED ON OR WITHIN THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. THE SERVICES AND THE INFORMATION OFFERED THROUGH THEM ARE NOT OFFERED TO ANYONE IN ANY JURISDICTION WHERE THEY ARE PROHIBITED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.  UNDER NO CIRCUMSTANCES SHALL WE OR BY EXTENSION OUR OWNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INKWELL HEALTH, ITS AFFILIATES, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OUR SERVICES; (III) ANY CONTENT OBTAINED FROM OUR SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

BY USING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF ANY LAW, WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

 

14. Indemnification

At our request, you agree to defend, indemnify, and hold harmless InkWell Health, its affiliates, directors, employees, contractors and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of our Services, your violation of these Terms, or your infringement of any intellectual property or other rights of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.

 

15. Governing Law

These Terms shall be governed and construed in accordance with the laws of (i) Ontario, Canada for Canadian residents, and (ii) in all other instances, the State of New York, United States, without regard to its conflict of law provisions. Excluding disputes addressed through arbitration as provided below, you agree that any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the competent federal courts of the United States or the courts of the State of New York in each case located in New York City. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from these Terms.

 

16. MANDATORY ARBITRATION; JURISDICTION, JURY TRIAL AND CLASS ACTION WAIVER

THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS PROVISION REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM INKWELL HEALTH.

We are reachable via the contact information at the end of these Terms to address any concerns you may have regarding your use of the Services. In the event of any dispute arising out of or in connection with these Terms, you and InkWell Health agree to first negotiate in good faith to resolve the dispute for a period of sixty (60) days, which shall be a precondition to you initiating a lawsuit or arbitration against us. Any matter or dispute relating in any way to your use of the Services or these Terms which is not so resolved shall be submitted to binding confidential arbitration as provided below.

Any controversy, dispute, or claim arising out of or relating to these Terms or the Services shall be settled by binding arbitration by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules. Arbitration shall be conducted in (i) Ontario, Canada for Canadian residents, and (ii) in all other instances, New York City, New York. If the parties cannot agree upon an arbitrator, the AAA shall appoint a suitable arbitrator according to AAA’s selection procedures. Judgment upon any award of the arbitrator may be entered in any court having jurisdiction thereof (such judgment to include an award of reasonable attorneys’ fees and expenses, including the expense of arbitration, to the prevailing party). The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing arbitration requirements, we may seek solely non-monetary equitable relief in any court of competent jurisdiction, including an injunction, to which we may be entitled.

Notwithstanding the foregoing individual arbitration, that in the event that five (5) or more individuals seek to initiate (or do initiate) arbitration proceedings against us in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then instead of such arbitrations being administered by AAA, we may elect in our sole discretion to consolidate such arbitrations before an arbitrator mutually agreed-upon by the Parties (and terminate any pending administration by AAA), (i) with such arbitrator being a retired federal or state judge and experienced with the subject matter of the arbitration, and (ii) except with respect to administration of the arbitration proceedings, and venue in (i) Ontario, Canada for Canadian residents, and (ii) in all other instances, New York City, New York, the arbitrator shall follow AAA’s arbitration rules and procedures or such other procedures agreed-upon by the parties.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR CONSOLIDATED ARBITRATION AS PROVIDED ABOVE, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree (and for consolidated arbitration as provided above), no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

 

17. Termination

Your right to access or use the Services is terminated if you violate these Terms. InkWell Health reserves the right, in its sole discretion, to terminate your access to our Services, without notice or liability, for any reason or no reason. Upon termination, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

 

18. Changes to These Terms

We may update or modify these Terms from time to time, in our sole discretion. We will notify you of any changes by posting the new Terms on this page. Your continued use of our Services after the posting of the revised Terms constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically for any changes.

 

19.  SERVICES CONTROLLED FROM the UNITED STATES and Canada

Our Services are operated from the United States and Canada. We make no representation that content or materials in the Services are appropriate or available for use in other jurisdictions. Access to any of the Services from jurisdictions where such access is illegal is strictly prohibited. If you choose to access the Services from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws.

You acknowledge that the Services, Materials, information, and the underlying technology may be subject to applicable export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Services, Materials, information, and the underlying technology, as well as end-user, end use, and destination restrictions issued by the United States or Canada, and other governments. By downloading or using the Services, you agree to the foregoing and you represent, warrant and covenant that you are not located in, under the control of, or a national or a resident of any country identified in any applicable legislation, regulation, deny order or prohibition list issued by any governmental or regulatory body, and that you will otherwise comply with all applicable export control laws.

 

20. App store terms

If you access our app from a third party app store platform (e.g., Apple, Google) (“App Store”), your access and use of the Apps will also be subject to that App Store’s terms (“App Store Terms”).  For informational purposes, note that the App Store Terms generally provide that you agree or acknowledge as follows:

  • These Terms are between you and us only, and not with the App Store, and the App Store is not responsible for our Apps and Materials. You acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. To the maximum extent permitted by applicable law, the App Store has no warranty obligations whatsoever with respect to the Apps.
  • Your license to use the Apps is limited to a non-transferable license to use the Apps on any devices supported by that App Store that you own or control, and as permitted by the usage rules set forth in the App Store Terms, except that the Apps may at times be accessed and used by other accounts associated with you (e.g., via family sharing programs).
  • The App Store is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
  • In the event of any third party claim that the Apps or your possession and use of Apps infringe that third party’s intellectual property rights, we, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, subject to our Terms.
  • Under some App Store Terms, you must represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • The App Store provider with its legal affiliates are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
  • Please review your App Store Terms for additional relevant terms and conditions that may apply. We do not control your applicable App Store Terms, including their privacy policy and practices.

 

21. SEVERABILITY AND ENTIRE AGREEMENT

If any provision of the Terms are found by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision will, to that extent, be severed and superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue to be valid to the fullest extent permitted by law. These Terms constitutes the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of these Terms. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services.

 

22. Contact Us

If you have any questions, concerns or comments about these Terms or our Services, please contact us at support@inkwellhealth.com.

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