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Terms of Use – AwareMD Inc.

These Terms of Use (the “Terms”), together with the other documents referenced and linked below (collectively, the “Agreement”), constitute a legally binding agreement between you and AwareMD Inc., a subsidiary of WELL Health Technologies Corp. (collectively, “WELL”) regarding your rights and responsibilities as a user (“User”) of the AwareMD Inc.’s website (“Site”). In this Agreement, the terms “we”, “our” and “us” refer to WELL and the terms “you” and “your” refers to a User.

Your visit to the Site constitutes your acceptance of the Agreement. Therefore, please take the time to review them carefully. You should also read AwareMD Inc.’s privacy policy (“Privacy Policy”), which is incorporated by reference into the terms of use.

If you do not agree with some or all of these terms, do not access or use the Site.

1. Use and Accuracy of Information

The Site is provided for general information only. Although WELL uses reasonable commercial efforts to ensure that the information contained on the Site is accurate, WELL does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on the Site. All health or medical subjects discussed on the Site, or any medical related information found on the Site or any websites linked to the Site, should not be considered a substitute for professional medical advice. Please consult a medical professional before making any health decisions.

2. Cerebrum

If you enter into an agreement for any of the Cerebrum suite of services, you will be required to enter into a separate agreement in relation to the Cerebrum product and services. If there is a conflict of any terms of those agreements and this Agreement, the Cerebrum agreement will prevail.

3. Privacy Policy and Other Policies

You understand and acknowledge that your use of the Site is also governed by our Privacy Policy, which you have read and understand, and to which you agree. You consent to the collection, use and disclosure of your personal information by us and/or third-parties in accordance with the terms of and for the purposes set forth in our Privacy Policy. In addition, you also agree that your use of the Site will also be subject to such other policies and procedures as may be conveyed to you by us from time to time.

4. Ownership

Any use of any of the Materials (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.

These Terms provide only a limited license to access and use the Site. Accordingly, WELL does not transfer any ownership or intellectual property interest or title in and to the Site to you or anyone else in connection with your use of the Site. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site (collectively, the “Materials”) are exclusively owned, controlled, or licensed by WELL. WELL, WELL Health, and all other names, logos, marks, and icons identifying WELL and its products, or services are owned exclusively by WELL, and any use of such marks without the prior express written permission of WELL is hereby expressly prohibited. Other trademarks or service marks identified on or through the Site may be the trademarks or service marks of third parties. No part of the Site will be construed as granting any license or right to use any trademarks (whether by implication or otherwise), including our trademarks, except with our express written permission or such other party that may be the owner thereof. The Materials may be protected under copyright, trademark and other laws of Canada and other countries, and WELL owns all copyright in the selection, co-ordination, arrangement and enhancement of the Materials. Any use of any of the Materials (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.

5. Submissions

For any content that you submit on the Site, e-mail or any social media platform, you grant WELL a, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.

All content that you submit on or through the Site (or any social media platform) may be used at WELL’s sole discretion. WELL reserves the right to change, condense or delete any content on the Site (or any social media platform) that WELL deems, in its sole discretion, to violate any provision of these Terms. WELL reserves the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not WELL, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of WELL, its agents, subsidiaries, affiliates, partners, App Providers or third-party service providers and their respective directors, officers and employees.

By submitting content to the Site or through social media, you represent and warrant that you are the sole author and owner of the intellectual property rights in the content and that you waive all moral rights in such content. You must not submit, publish or otherwise disseminate to WELL or through the Site (or a social media platform) anything which: (a) defames, libels or invades the privacy of any person; (b) is obscene, pornographic, abusive or threatening; (c) infringes on any intellectual property or other rights of any person or entity; (d) has contaminating or destructive properties (i.e. software viruses); (e) violates any law; (f) advocates or describes any illegal activity; or (g) advertises or solicits funds for goods or services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials. We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.

6. Links

The Site may contain links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by WELL of the linked web site or information contained therein. Your use of such sites and your dealings with the owners or operators thereof, including the App Providers, are at your own risk.

7. Errors and Inaccuracies; Corrections

The Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.

The Site and the Materials are provided “as is”, “where is”, “as available”, without representations or warranties of any kind by WELL. TO THE FULL EXTENT PERMITTED BY LAW, WELL AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF WELL DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE MATERIALS WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that the Site and the Materials are accurate, complete, reliable, useful, timely or current or that the Site will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to, use of, or browsing on the Site, or inability to do any of the foregoing.

8. Limitation of Liability

Your use of the Site and the Materials is undertaken at your own risk. Under no circumstances will WELL or any directors, officers, employees, agents, contractors and suppliers of WELL, be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of the Site and the Materials, your reliance on the Site and the Materials or any consequences flowing therefrom. WELL is not responsible for late, lost, incomplete, illegible, misdirected or stolen messages, unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, on-line failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

If you are dissatisfied with the Site, the Materials or with this Agreement, your sole and exclusive remedy is to discontinue using the Site or the Materials, as applicable.

9. Indemnification

You agree to indemnify and save harmless WELL and all directors, officers, employees, agents, contractors and suppliers of WELL (in this section, "we" and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use of the Site or the Materials or your breach of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive termination of this Agreement and your cessation of use of the Site.

10. Governing Law and Courts

This Agreement and your use of the Site will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Site will be deemed solely based in the Province of British Columbia, Canada; and that the Site will be deemed to be passive in nature and not giving rise to personal jurisdiction over WELL in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Site or this Agreement. However, you agree that nothing herein precludes WELL’s application for injunctive remedies or other urgent legal relief in any jurisdiction.

11. Severability; Waiver

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

12. Survival

The provisions of Sections 1, 2 and 4-15 will survive termination of the Agreement, howsoever occasioned.

13. Non-Assignment

This Agreement is between you and WELL and is not assignable or transferable expect with the express written consent of WELL, which may be unreasonably withheld. WELL may assign or transfer any of its rights or obligations within this Agreement without your consent.

14. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, pandemic, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

15. Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of the Site and the Materials (other than Apps offered by WELL which may be subject to additional or separate terms), and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. In the event of a conflict between the provisions of the Terms and the provisions of any other document or agreement incorporated or referenced herein, these Terms will govern to the extent of the inconsistency. We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time, effective as of the date of the change and apply to your use of the Site. We will notify you of any changes to this Agreement by posting notice of such changes on the Site, but you should also periodically review this Agreement as you use the Site. You agree that we have this right, and that your continued use of the Site following notice of such change means that you agree to and accept the amendments.

Questions about the Site, or regarding your rights and responsibilities under this Agreement, can be directed privacy@well.company.

Last modified: October 28, 2021