A. GENERAL TERMS
1. SCOPE OF AGREEMENT
- Any terms provided separately to you for the Services, including the Beta Trial Agreement.
2. YOUR USE OF THE SERVICES
2.1 You acknowledge that the Services are being provided on a beta testing and/or trial basis only. Accordingly, without limiting the following provisions of this Agreement, you acknowledge that (1) the Services are provided “AS IS” and no warranty obligations of myCareBase will apply, (2) myCareBase may revise the Services, change their functionality, or terminate your access to the Services and this Agreement by providing you with written notice thereof at any time.
2.2 The Services are protected by copyright, trade secret, and other intellectual property laws. myCareBase retains all right, title and interest in the Services, including without limitation all software used to provide the Services and all graphics, user interfaces, logos, and trademarks. You are only granted the right to access and use the Services on a temporary beta testing / trial basis and only for the purposes described by myCareBase. myCareBase reserves all other rights in the Services. Until termination of this Agreement or the Beta Trial Agreement, and as long as you comply with these agreements, myCareBase grants to you a limited, nonexclusive, non-transferable right and license to use the Services.
2.3 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
- Reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source
code or underlying algorithms of the software or modify, adapt, translate or create any derivative works of the software code or merge the software into any other software.
3. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
MYCAREBASE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
- (THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. PERSONAL INFORMATION
6.1 You are responsible for all Content uploaded, posted or stored through your use of the Services. You grant myCareBase a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
- Investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.; and
- Any personal information regarding which you have not previously obtained the consent of the subject of such personal information as required in accordance with applicable law.
6.2 myCareBase may freely use feedback you provide. You agree that myCareBase may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant myCareBase a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to myCareBase in any way.
7. ADDITIONAL TERMS
7.1 You will have sole responsibility to manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact myCareBase if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." YOU ACKNOWLEDGE AND AGREE THAT HOSTING DATA ONLIEONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPSUREEXPOSURE AND THAT, IN ACCESSING AND USING THE SYSTEM, YOU ASSUME SUCH RISKS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYCAREBASE, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. MYCAREBASE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.
8.2 MYCAREBASE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. LIMITATION OF LIABILITY AND INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MYCAREBASE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS (AS DEFINED BELOW) RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (I) THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM; AND (II) $50.00. SUBJECT TO APPLICABLE LAW, MYCAREBASE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MYCAREBASE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MYCAREBASE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MYCAREBASE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold myCareBase and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). myCareBase reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by myCareBase in the defense of any Claims.
YOU AGREE TO INDEMNIFY AND HOLD MYCAREBASE AND ITS AFFILIATES AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS "CLAIMS"). MYCAREBASE RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY MYCAREBASE IN THE DEFENSE OF ANY CLAIMS.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
myCareBase may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services. Sections 2.2, and 3 through 13 will survive and remain in effect even if the Agreement is terminated.
12. GOVERNING LAW
The Province of British Columbia and the federal laws of Canada govern this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of British Columbia. myCareBase does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
ThisExcept for any signed written agreements executed between you and myCareBase, this Agreement is the entire agreement between you and myCareBase and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.