Non-Exclusive Licence Agreement

This licence agreement (the "Agreement") between HAnalytics Solutions Inc. ("We" and “us”) and you or the entity you represent ("You") sets out the terms and conditions governing your use of the services We provide through our website, accessible at
www.hanalyticssolutions.ca, or via applications for mobile operating systems (collectively, the “Site”). By clicking on the "I Agree" icon at the end of this Agreement, You indicate your acceptance of the terms of this Agreement. This Agreement takes effect on the date you accept the terms of the Agreement in accordance with this section (the "Effective Date"). You represent that You are legally able to enter into contracts.

Disclaimer

The Site does not provide medical advice. All material provided by the Site is for informational purposes and does not constitute medical advice or treatment. Always seek the advice of a qualified health professional for any questions You may have. If You think You have a medical emergency, call your doctor or an emergency service. The Site is provided "as is", without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. We give no warranty that the Site will meet your particular requirements or that the operation of the Site will be uninterrupted or error free.

Change or Discontinuation of the Site

We reserve the right to change or discontinue any aspect of the Site. You will be notified of any material changes or discontinuation of the Site.

Grant of Licence and Limits to Use

In this section,

(a) “Caregiver” means a family member or a paid or unpaid helper who regularly looks after a Patient;
(b) “Documentation” means all documentation and supporting resources provided with the Site.
(c) “Health Care Provider” means a person or business entity providing treatment, advice, or other services with the intent of providing healthcare, and does not include a Caregiver;
(d) “Health Data” means data collected by the Site that is “health information” as defined in the Health Information Act, RSA 2000, c H-5.
(e) “Health Record System” means an Electronic Medical Record, an Electronic Health Record, or any other system for recording or storing health data;
(f) “Patient” means a person whose Health Data is collected by use of the Site;
(g) “Personal Data” means Patient information collected by the Site that is not “Health Data”; and
(h) “Restricted Access Data” means Health Data that the Patient has marked as Restricted Access;
(i) “Restricted Access Header” means the document header displayed on Restricted Access Data; and
We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and/or use the Site for your personal or commercial use. You agree that You may not use the Site in any manner or for any purpose other than as expressly permitted by this Agreement and in particular You may not:

4.1 modify, alter, tamper with or create a derivative work of the Site;
4.2 derive or determine or attempt to derive or determine the source code or the underlying ideas, algorithms, structure or organization of the Site;
4.3 resell, loan, rent, distribute, or sublicense the Site or the Documentation; or
4.4 allow a person who is not a party to this Agreement to access or use the Site.

In addition, Caregivers and Health Care Providers may not:

4.5 disclose Personal Data to any third party without the express consent of the Patient;
4.6 use the Site to collect or store Personal Data or Health Data without the express consent of the Patient;
4.7 use Health Data for educational purposes without the express consent of the Patient;
4.8 use the Site as a sole or primary Health Record System;
4.9 reproduce Restricted Access Data without the Restricted Access Header;
4.10 share Restricted Access Data without the express consent of the Patient; or
4.11 share Health Data through means other than those provided by the Site or an equally or more secure means.

Modification of Licence

We may modify the terms of this Agreement at any time without notice. Any additional or modified terms will be effective upon being posted on our website. It is your responsibility to review the Agreement periodically on the website. Your continued use of the Site constitutes your acceptance of the modified or additional terms.

Proprietary and Intellectual Property Rights
We own all right, title and interest in and to the Site. You acknowledge and agree that the Site is licensed to You only for the term of this Agreement and in accordance with the terms and conditions of this Agreement. Except for the limited rights granted in this Agreement, We reserve all rights.

Term

The term of this Agreement commences on the Effective Date and remains in effect until terminated in accordance with para. 8 of this Agreement.

Termination

This Agreement may be terminated in the following ways:

8.1 You may terminate this agreement by changing your account settings on the Site;
8.2 We may terminate this Agreement at any time with 30 days’ notice; or
8.3 This Agreement may terminate by reason of non-payment as set out in the payment terms section of our website (the “Payment Terms”). ;

Fees and Payment

The fees payable by You for the Site and the terms and conditions of payment of such fees are set out in the Payment Terms.

Responsibility for Password and Login Information

You are fully responsible for all activities that occur under your account. You must immediately inform us of any unauthorized use of your account or any other breach of security.

Limitation of Liability

In no event shall We, our directors, officers, agents, employees or affiliates be liable to You for any direct, indirect, special, consequential or exemplary damages arising out of or related to the use or inability to use the Site, even if We have been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause of action whatsoever whether such claim or cause of action is based on contract, tort, strict liability or other theory.

Indemnity

You agree to indemnify us and hold us harmless together with our directors, officers, agents, employees and affiliates, from and against all liability, causes of action, claims, costs and expenses arising out of or resulting from use of the Site.

Disruption of Service

You agree that We shall not be held responsible for any harm caused by a disruption of service of the Site.

Privacy

We are committed to respecting your privacy rights. All information You provide to us in connection with Your use of the Site will be subject to our Privacy Notice which is set out on our website.

Notices

All notices given under this Agreement shall be delivered electronically.

No Waiver

We shall not be deemed to have waived any provision in this Agreement unless such waiver is in writing and signed by us. No failure by us to exercise and no delay by us in exercising any right or remedy under this Agreement will be deemed to be a waiver by us of that right or remedy. No waiver by us of any breach by You of this Agreement shall be deemed to be a waiver of any subsequent breach by You of that provision.

Severability

If any court of competent jurisdiction holds that any provision in this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

Entire Agreement

This Agreement and the Payment Terms together form the entire agreement between the parties with respect to the subject matter hereof and supersede and cancel any and all prior or contemporaneous discussions, negotiations, arrangements and agreements between them, express or implied, oral or written, with respect to such subject matter hereof.

Assignment

You will not assign this Agreement or sublicense any of your rights under this Agreement without our prior consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

Acknowledgement

You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms and conditions.

Licence Agreement History

April 3, 2017: Original version

HAnalytics is a Canadian company dedicated to developing practical, progressive tools that help patients navigate their own health care management journey.