BRIA TERMS OF USE
Last updated: July 29, 2022
The following terms of use, together with any documents and/or additional terms they expressly incorporate by reference (collectively, the “Terms of Use”) govern your access to and use of: (a) our website available at www.betterbria.com, and any related mobile application or virtual health care services platform, including any content and functionality (collectively, the “BRIA Solution”); (b) any text, pictures, media, data, information, materials and other content (collectively, the “Content”) contained on or provided through (a); and (c) all other products or services provided by us or by the Professionals (defined below) to you, including the Health Services (defined below) on or through the BRIA Solution (collectively, the “Offerings”). References in these Terms of Use to the BRIA Solution will include where applicable the Content and the Offerings.
The BRIA Solution and the Content do not constitute, and are not a substitute for, medical advice or the services of a regulated health professional and no advice is given unless and until you are connected with a professional for health services. The BRIA Solution should not be used if you are experiencing a medical emergency. If you have a medical emergency, you should call 911 immediately or attend the emergency room of the nearest hospital. Under no circumstances should you attempt self-treatment based on the Content.
These Terms of Use form an agreement between Better Bria Inc. (“BRIA”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the BRIA Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).
By using the BRIA Solution in any way, including paying to receive any offerings made available through the BRIA Solution or by clicking to accept the terms and conditions, you: (a) represent and warrant that: (i) you are a resident of the province of Ontario; (ii) you are at least eighteen (18) years of age; (iii) you have the capacity to enter into binding obligations; and (iv) all information supplied by you to us through the BRIA Solution is true, accurate, current, and complete; and (b) agree to be bound by and comply with these terms of use, as updated from time to time in accordance with section 1. If you do not agree to these terms of use you must not access or use the BRIA Solution.
If you are using the BRIA Solution on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these terms of use.
Notwithstanding anything to the contrary herein, you understand and acknowledge that BRIA is a technology provider and that the services of all regulated health professionals (the “Professionals”) made available to you through the BRIA Solution are provided by each Professional in their personal capacity as an individual qualified to carry on their respective health profession and not by BRIA. BRIA is not responsible for any of the Health Services provided by any Professional through the BRIA Solution.
These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any Offerings.
1. Changes to these Terms of Use and the BRIA Solution
(a) Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the BRIA Solution, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of the Terms of Use to the BRIA Solution; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the BRIA Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the BRIA Solution. Otherwise, your continued access to or use of the BRIA Solution after any changes to these Terms of Use indicates your acceptance of such changes.
(b) We reserve the right to change the BRIA Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the BRIA Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns. You may need to update third-party software from time to time in order to use the BRIA Solution.
2. User Account
(a) To access certain features of the BRIA Solution, you may be required to successfully sign up for a user account using the available interfaces of the services, and establish a username and password login credentials (the “User ID”). If you establish a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person. You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the BRIA Solution.
(b) We reserve the right to disable any User ID issued to you at any time at our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the BRIA Solution (or any portion thereof).
(c) BRIA is entitled to act on instructions received through your account. BRIA is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all actions and activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the BRIA Solution and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. You agree to be responsible for any act or omission of any users that access the BRIA Solution under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.
3. Electronic Communications
(a) When you use or view the BRIA Solution or send emails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We may communicate with you by email, by text message or by posting notices on the BRIA Solution. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing
(b) If you elect to receive text messages through the BRIA Solution, standard data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the BRIA Solution.
(c) By creating an account to access the BRIA Solution, you acknowledge and agree that BRIA will send you service-related emails and text messages relating to your account, including service updates. These communications can be managed through user features made available through the BRIA Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must uninstall, delete and stop using the BRIA Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email, telephone number or contact information so that you continue to receive all communications without interruption.
4. Description of Health Services made available through the BRIA Solution
The BRIA Solution permits healthcare professionals and health coaches to provide digitally enabled measurement-based care to deliver comprehensive and multidisciplinary mental health services to patients throughout the reproductive life cycle. BRIA’s patient journey may include: (i) directly booking Health Services through BRIA’s online platform; (ii) being connected with a care coordinator and completing either: (a) an assessment to provide personalized guidance to patients about specific services to meet their needs (known on the BRIA Solution as a “Mini Mental Health Assessment”); or (b) a comprehensive mental health assessment (known on the BRIA Solution as a “Maxi Mental Health Assessment”) or midlife assessment (known on the BRIA Solution as a “MEDI Assessment”) by a team of practitioners, including a care coordinator, social worker or occupational therapist, registered nurse practitioner, gynecologist and/or psychiatrist ; (iii) consultation and care through a combination of individual, couples, and/or group therapy sessions; (iv) consultation and care with other allied health care practitioners, including a parenting coach, a sleep coach, a lactation consultant, a registered dietitian; and (v) reconnecting with a care coordinator for follow-up or monitoring (collectively, the “Health Services”). All care providers provide services which are appropriate to their training, experience, and credentials, as applicable.
5. User Data and Privacy
(a) By using the BRIA Solution, you acknowledge and agree that BRIA will be transmitting certain of your Personal Information (which may include protected health information as that term is defined under the applicable legislation), electronically.
(b) You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the BRIA Solution, including your Personal Information, but excluding your Personal Health Information, as defined in paragraph 5(c) (collectively, “User Data”): (i) to develop, enhance and make available the BRIA Solution; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term (defined below) for any purpose and without obligations of any kind. To the extent permitted by applicable law, BRIA will not be liable for any failure to store, or for loss or corruption of your User Data.
(c) Please review our current BRIA Privacy Policy, available at www.betterbria.com (“Privacy Policy”), which contains important information about our practices in Handling information about identifiable individuals (“Personal Information”) and information related to identifiable individuals’ engagement with the Health Services (“Personal Health Information”), and which is hereby incorporated into and forms a part of these Terms of Use. The term “Handle” means to access, receive, collect, use, transmit, store, process, record, disclose, transfer, retain, dispose of, destroy, manage, or otherwise handle.
(d) We reserve the right to remove, edit, limit, or block access to the User Data at any time and from time to time, and to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use. We have no obligation to display or review your User Data.
(e) You represent and warrant to us that: (i) your User Data will only contain your own Personal Information or Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the BRIA Solution and Handle the User Data as contemplated under these Terms of Use; (ii) you own or control the appropriate rights in and to your User Data; and (iii) you will not submit, upload, or otherwise make available via the BRIA Solution, any User Data that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (C) breach or violate any applicable laws.
6. Payment
(a) To pay for a One-Time Assessment or Subscription, you will need to provide BRIA or, if applicable, a third-party payment processor, Stripe, (the “Payment Processor”) with the information necessary to process a payment from you, including the billing information requested on the BRIA Solution or the applicable Payment Processor’s platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. To the fullest extent permitted by applicable law, we are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay for your One-Time Assessment or Subscription via credit card or any other manner then available on the BRIA Solution or applicable Payment Processor’s platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We and any Payment Processor are not liable in the event persons acting with or without your permission use your credit card or other means of payment to pay for services received through the BRIA Solution or the Payment Processor’s platform; however, you may report any unauthorized use to us or the Payment Processor, and we and/or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment. The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
(b) You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or, where applicable, the Payment Processor if your payment method is cancelled for any reason or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with these Terms of Use.
(c) If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. App Updates and Upgrades
You acknowledge that BRIA may from time to time issue updated or upgraded versions of the BRIA Solution, and may (subject to your device settings) automatically electronically update or upgrade the version of the BRIA Solution that you are then currently using on your browser. You consent to receive updates or upgrades to the BRIA Solution automatically without providing further consent each time. The BRIA Solution (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the BRIA Solution description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the BRIA Solution works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by changing your account settings.
8. Ownership of and License to the BRIA Solution
(a) Neither these Terms of Use nor your use of the BRIA Solution grants you ownership in the BRIA Solution. These Terms of Use do not grant you any right to use any Content, including BRIA’s trademarks, graphics, logos and other commercial symbols or brand elements. All rights, title and interest, including intellectual property rights, in and to the BRIA Solution, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of BRIA (or our third-party suppliers, if applicable). Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license and right during the Term to use the BRIA Solution. The BRIA Solution and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved by BRIA.
(b) Certain elements of the BRIA Solution are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring, or selling the BRIA Solution or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
(c) Any use of third party software provided in connection with the BRIA Solution will be governed by such third parties’ licenses and not by these Terms of Use;
(d) The name “BRIA” is the trademark and trade name of BRIA. Any trademarks, graphics, logos or other commercial symbols appearing in or on the BRIA Solution and Offerings are the exclusive property of BRIA (or its third-party suppliers) and may not be used in any manner without our express written consent.
9. Additional Terms
Your access to and use of certain functionalities provided in or through the BRIA Solution may be subject to additional terms and conditions presented to you by BRIA, its service providers, or the Professionals. Such additional terms and conditions are incorporated herein by reference and you agree to comply with such additional terms and conditions at all times. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.
10. Your Responsibilities
You agree to:
(a) prevent unauthorized access to or use of the BRIA Solution;
(b) maintain, protect and make backups of your User Data;
(c) keep your contact information associated with your account current and accurate at all times;
(d) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy laws and anti-spam;
(e) keep your User IDs and all other login information confidential;
(f) not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity;
(g) monitor and control all activity conducted through your account in connection with the BRIA Solution;
(h) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
(i) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
(j) not use anyone else’s User ID at any time, without the permission of the User ID holder;
(k) not attempt, in any manner, to obtain the password, account, or other security information from any other user; and
(m) except as authorized by applicable law, you agree not to export, re-export or transfer the BRIA Solution or any part thereof to any country, person, entity or end-user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations, and laws both foreign and domestic.
11. No Unlawful or Prohibited Use
You will not use the BRIA Solution in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the BRIA Solution for any purpose other than to access and use the BRIA Solution in accordance with these Terms of Use. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
(a) disable or interfere in any way with servers or networks connected to the BRIA Solution;
(b) attempt to gain unauthorized access to the BRIA Solution;
(c) transmit or communicate in any way on the BRIA Solution any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in BRIA’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (x) contains information about an identifiable individual;
(d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the BRIA Solution or any part thereof or otherwise attempt to discover any source code; use the BRIA Solution for the purpose of building a similar or competitive offering;
(e) violate the terms of use of any third party website that is linked to the BRIA Solution;
(f) impersonate BRIA or any other person or entity;
(g) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the BRIA Solution, or which, as determined by us, may harm BRIA or users of the BRIA Solution or expose them to liability;
(h) promote any illegal activity or advocate, promote, or assist any unlawful act;
(i) use the Content to do any targeted advertising;
(j) run Maillist, Listserv, any form of auto-responder or “spam” on the BRIA Solution, or any processes that run or are activated while you are not logged into the BRIA Solution, or that otherwise interfere with the proper working of the BRIA Solution;
(k) encourage any other commercial activities, including, without limitation, any “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
(l) publish or in any way distribute the Content;
(m) provide access to an account designated for you to another person;
(n) reidentify the Content to associate the Content with an individual or specific mobile device by using any method, including merging external data with the Content, or use the Content to attempt to identify the behaviour of a known individual for any reason;
(o) copy or store any significant portion of the Content;
(p) use the BRIA Solution or Content to stalk, attempt to exploit, harass or harm another individual by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws and regulations;
(q) cause annoyance, inconvenience, or needless anxiety or use the BRIA Solution in a manner that is likely to upset, embarrass, or alarm any other person;
(r) mirror or frame the BRIA Solution or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
(s) authorize, permit, enable, induce or encourage any third party to do any of the above.
12. Communications Not Confidential
Except as otherwise set out in our Privacy Policy, we do not guarantee the confidentiality of any communications made by you through the BRIA Solution. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the BRIA Solution. By using this platform, you accept the inherent risks of using electronic communication.
13. Third Party Content, Websites or Services
(a) The BRIA Solution may provide or publish links or access to third party content, websites, or services. Likewise, we may allow you to access the BRIA Solution from third party systems. BRIA does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third party content, websites, or services are the property of their respective owners. BRIA does not endorse any third party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under BRIA’s control, and if you choose to access any such content, websites, or services, or to access the BRIA Solution from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
(b) Your interactions with organizations and/or individuals found on or through the BRIA Solution, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law BRIA is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
14. Malicious Code and Security
The downloading and viewing of Content are done at your own risk. We do not guarantee or warrant that the BRIA Solution is compatible with your computer system or mobile device or that the BRIA Solution, or any links from the BRIA Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the BRIA Solution.
15. Disclaimer
Some or all of the exclusions or limitations in these terms of use (including the following disclaimers) may not apply and you may have additional rights. For clarity, none of the following disclaimers apply to your rights as a recipient of health services. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or condition, the scope and duration of such warranty or condition will be the minimum permitted under such applicable law.
To the fullest extent permitted by applicable law, you acknowledge, understand, and agree that the BRIA Solution and the content are provided “as is” and “as available”, with all faults and without warranties or conditions of any kind except for any specific warranties provided or as otherwise required by law. To the fullest extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to the BRIA Solution and the content whether express, implied, statutory or collateral, including, without limitation, any warranties and conditions of merchantability, quality, durability, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, currency, timeliness, integration, fitness for a particular or general purpose and non-infringement, and/or any warranties or conditions arising out of course of dealing or usage of trade, and/or that the BRIA Solution and the content are or will be error-free or will operate without interruption. to the fullest extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to third party communications and any third party websites or content directly or indirectly accessed through the BRIA Solution.
In the event that there is an interruption or disruption to the offerings for whatever reason, even if BRIA has been made aware of an issue that could result in or is likely to result in an interruption or disruption of offerings, to the fullest extent permitted by applicable law, BRIA will not be required to issue a refund to you, provided that you will be entitled to a refund for any particular Health Service that is not provided as a result of such interruption. As soon as BRIA has identified the cause of an interruption or disruption, BRIA will use reasonable efforts to restore the offerings as soon as reasonably possible.
In the event that there is an interruption or disruption to the offerings, and the technology is not functioning properly, BRIA providers may offer you an alternative way to connect. This may include use of the telephone, or another virtual care platform that is approved by Bria and that is PHIPA-compliant. Patient consent will be explicitly sought prior to any alternative means of contact being used.
16. Non-Reliance
You acknowledge and agree that: (a) the list of Professionals listed on, or providing healthcare services through, the BRIA Solution may not be a complete list of every Professional and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information; (b) the information contained about a Professional may not be complete; (c) the BRIA Solution is NOT to be used by you as a source of medical advice or for the diagnosis of any medical condition, unless a diagnosis is explicitly rendered by a Professional qualified to do so as part of the Health Services; and (d) in the event of an emergency, you will call 9-1-1 or attend the nearest emergency room of a hospital and will not rely on the information contained in the BRIA Solution or any of the Health Services.
17. Limitation of Liability
To the fullest extent permitted by applicable law, in no event will Better BRIA Inc. or our affiliates or our or their respective officers, directors, shareholders, employees, contractors, agents, licensors, licensees and services providers and any successors and assigns of the foregoing (collectively with Better BRIA Inc., the “BRIA parties”) be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any direct, indirect, incidental, consequential, special, exemplary or punitive damages; or lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, in each case, whether or not we were advised or should have known of the possibility of such damages, resulting from or related to the BRIA Solution or the inability to make use of the BRIA Solution, or these terms of use. If you are dissatisfied with any portion of the BRIA Solution, your sole and exclusive remedy is to discontinue use of the BRIA Solution.
Without limiting the foregoing, under no circumstances will any of the BRIA parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
18. Indemnification
Subject to anything to the contrary set out in our Privacy Policy, you will defend, indemnify and hold harmless the BRIA Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) Your User Data; (b) your breach of any provision of these Terms of Use or any documents referenced herein; (c) your violation of any law or the rights of a third party (including intellectual property rights); (d) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the BRIA Solution; or (e) your use of the BRIA Solution or Offerings (except to the extent prohibited by law). BRIA reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the BRIA Solution.
19. Term and Termination
(a) These Terms of Use will commence on the day you first use the BRIA Solution and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the BRIA Solution. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your User ID be deleted, or by deleting your account by emailing support@betterbria.com, ceasing use of the BRIA Solution and uninstalling and deleting the BRIA Solution. For greater certainty, if you continue to use any portion of the BRIA Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
(b) If you delete your account, we will retain your personal health information and medical record following legal and professional requirements. Please refer to BRIA’s Privacy Policy for further information.
20. Geographic Restrictions
BRIA makes no representation that the BRIA Solution and Health Services are or will be available for use in all locations within Ontario, Canada. Use of the BRIA Solution by any person physically located outside of Ontario, Canada is strictly prohibited. We provide the BRIA Solution for use only by persons located in Ontario, Canada. The BRIA Solution is not intended for use in any jurisdiction where its use is not permitted. For clarity, this is subject to the public portions of the Website which may be available.
21. General Provisions
(a) Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the BRIA Solution, notwithstanding your domicile, residency, or physical location. You will only use the BRIA Solution in jurisdictions where the BRIA Solution may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Ontario in all disputes arising out of or relating to the use of the BRIA Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
(b) Entire Agreement. These Terms of Use, including all terms and conditions incorporated by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the BRIA Solution and Offerings. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
(c) Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 5 (User Data and Privacy), 8 (Ownership of the BRIA Solution), 9 (Additional Terms), 12 (Communications Not Confidential), 13 (Third Party Content, Websites or Services), 14 (Malicious Code and Security), 15 (Disclaimer), 17 (Limitation of Liability), 18 (Indemnification), and 22 (General Provisions).
(d) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(e) Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
(f) Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
(g) Dispute Resolution. If you believe that BRIA has not adhered to these Terms of Use, please contact BRIA using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
22. Contact
If you have any questions or comments regarding these Terms of Use, please contact us at support@betterbria.com.
23. Third Party Terms:
a) Jane App terms of use: https://jane.app/legal/terms-of-use
b) Greenspace terms of use: https://app.greenspacehealth.com/content/legal/terms/en-us/
