End User License Agreement

ManagingLife Inc.'s End User License Agreement ("Agreement")
Version 2.0, January 31, 2022

This ManagingLife End User License Agreement (“EULA”) is a legal agreement between any end user of ManagingLife products and services (“You”) and ManagingLife Inc. (“us” or “we”), for Your access to and use of the mobile application software that links to this EULA (together with any successor applications thereto, the “App”) and our websites (including web applications), portals, or systems that link to this EULA (together with any successor applications, thereto, the “Site”). The App and the Site together with any back-end functionalities relating thereto are collectively called the “Services” in this EULA.

1. Grant and Scope of License

a. Subject to compliance with this EULA, and limited to the term of the agreement under this EULA we permit You, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to use the Services, limited to non-commercial use or use in connection with the business of the provision of care or participation in a study or clinical trial. You may not redistribute, sublicense, rent, loan or lease the Services, nor make further copies of them than what is necessary for their use. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services, or use any part of the Services for any use other than that for which it was supplied by us, unless specifically authorized by us or by mandatory applicable law. You may not modify, adapt, alter, translate, or create derivative works from the Services.

b. The Services are licensed, not sold, solely for use under the terms of this EULA. We: (i) reserve all rights not expressly granted to You under this EULA; and (ii) own, or our licensors own, any and all rights under patent law, copyright law, trade secret law, trade mark law, and all other proprietary rights (“Intellectual Property Rights”) in the Services.

2. Acknowledgements

a. The Services are not a substitute for, and do not constitute, professional medical advice, medical care, diagnosis and/or treatment. Always seek the advice of Your physician or other qualified health provider with any questions regarding Your health. Never disregard professional medical advice and/or delay in seeking it because of any information provided through the Services. If You do not feel well and/or think You have a medical emergency, call Your doctor and/or Your local emergency phone number immediately.

b. We do not promise any particular result(s) with regards to Your health in connection with Your use of the Services. We do not (i) recommend or endorse any specific tests, physicians, procedures, treatments etc. that may be mentioned through the Services, and (ii) take any responsibility in relation to the quality of the medical advice or the manner in which it is provided by physicians and/or medical organizations.

c. Your submission of personal information through the Services is governed by our Privacy Policy, accessible at https://www.managemypainapp.com/privacy-policy (the “Privacy Policy“).

d. Your use of, and reliance on, the Services is at Your own risk, and You must comply with all applicable laws and regulations (including export controls) in doing so.

3. Accounts and Submissions

a. Use of all or part of the Services may require the registration of a user account. Your user name and password are for Your personal use only and should be kept confidential; You are responsible for any use or misuse of Your account, and You must promptly notify us of any unauthorized access to or use of Your account.

b. You may enter, submit, and make available certain materials and information (each, a “Submission”) through or in connection with the Services. You acknowledge that, if Your Submissions are not complete and accurate, this may negatively impact Your use of the Services. We will not be liable for any loss caused by or other results of Your incomplete or inaccurate Submissions.

c. We do not monitor or alter Submissions, but we may analyze Your access to and use of the Services to the extent permitted by applicable law.

d. The Services may include the option to create, export, and/or transfer reports based on Your Submissions (“Reports”). When you choose to share Reports with others (e.g., between patient and medical professional), you acknowledge that we have no control over and are not responsible for how Reports are shared with others outside of the Services nor for any use or misuse of Reports by those that you share them with.

e. If You provide to us any ideas, proposals, suggestions or other materials or information (“Feedback”), we will be granted the right to use and exploit such Feedback, in any format or media, and for any purpose, whether relating to the Services or not. You also agree that such Feedback is not confidential, and that Your provision of such Feedback is free, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.

4. Third Party Materials

a. Parts of the Services may make available access to products, services and materials by third parties that are not themselves part of the Services provided by us (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using the Services, You agree that we can provide You with the applicable Third Party Materials.

b. We do not endorse, control or have any liability for any Third Party Materials, including the accuracy, legality or safety of any Third Party Materials. Nothing in these terms is a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials through the Services at any time.

c. Your use of Third Party Materials is at Your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials.

5. Warranties

a. The Services, including without limitation the technology forming part of it, to the fullest extent permitted under applicable law, are provided on an “as is,” “where is” and “where available” basis, without any warranties or conditions of any kind, whether express or implied, statutory or otherwise. To the fullest extent permitted by applicable law, we disclaim all warranties and conditions with respect to the Services and Third Party Materials, including but not limited to warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, title and/or availability. No liability can be accepted for any failure of the Services to detect or give notification of a specific occurrence. You agree that no medical advice and/or other engagement is provided through the Services and/or otherwise by us and/or by anyone on our behalf.

b. We do not guarantee that the Services are or will remain updated, uninterrupted, complete, correct and/or secure, except as required by mandatory applicable law.

c. If you are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside your trade, craft, business or profession, you have statutory warranty rights for the conformity of the Services; such rights remain unaffected by the aforementioned exclusions and limitations.

6. Liability; Indemnification

a. To the fullest extent permitted under applicable law: (a) we will not be liable for any indirect, incidental, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, nor for any damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including Reports), even if advised in advance of the possibility of such damages or losses or any consequential losses that are not foreseeable; (b) without limiting the foregoing, we will not be liable for damages of any kind resulting from Your use of or inability to access and/or use the Services, Submissions (including Reports) or Third Party Materials, including from any virus that may be transmitted in connection therewith; (c) Your sole and exclusive remedy for dissatisfaction with the Services or Third Party Materials is to stop using the Services; and (d) our maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be one hundred U.S. Dollars ($100).

b. All limitations of liability of any kind in this EULA are made for the benefit of us and our affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, and service providers (collectively, the “Affiliated Entities”), and our and their respective successors and assigns. We do not exclude or limit in any way our liability to You where it would be unlawful to do so.

c. If you are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside your trade, craft, business or profession, nothing in this EULA shall have the effect of excluding or limiting our legal liability under applicable law in the event of death or personal injury or in other cases where liability cannot be excluded or limited by agreement in advance (such as e.g. under applicable product liability laws).

d. To the fullest extent permitted under applicable law, You agree to defend, indemnify and hold harmless us, the Affiliated Entities and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) (“Claims”) arising out of or relating to (a) Your use of, or activities in connection with, the Services (including all Submissions); and (b) any violation or alleged violation of this EULA by You (except for Claims caused by an act or omission of us or our Affiliated Entities).

7. Term; Termination

a. This EULA is effective until terminated.

b. Without prejudice to any mandatory termination rights under applicable law, You may terminate the EULA at any time by sending a written notice of termination to us, e.g. via e-mail to contact@managinglife.com.

c. We may terminate this EULA and your right to use of the Services by written notice to You: (i) on thirty (30) days' prior notice to You for any reason; or (ii) immediately by notice via e-mail to You if You commit a material or persistent breach of this EULA which You fail to remedy (if remediable) within fourteen (14) days after the receipt by You of notice requiring You to do so.

d. Notwithstanding anything to the contrary in this EULA, no termination of this EULA will relieve any party of any of such party’s obligations or liabilities accrued prior to such termination. Termination of this EULA by us will be without prejudice to any other right or remedy that we may have, now or in the future. Upon termination for any reason: (i) all rights granted to You under this EULA shall cease; (ii) we may, without liability to You or any third party, immediately deactivate or delete Your account, and all associated materials, without any obligation to provide any further access to such materials; and (iii) You must immediately cease Your use of the Services and uninstall the App from Your device.

e. Sections 6, 7, 10, and 11(a),(b),(c),(d),(g), and (h) shall survive any expiration or termination of this EULA.

8. Communication; Notices

a. If You wish to contact us with questions or concerns regarding the Services, or if the EULA requires You to give us notice, You can send this to us by e-mail to contact@managinglife.com. Please note that e-mail communications may not be secure so You should not include sensitive information in Your e-mail correspondence with us.

b. If we have to contact You or give You notice, we will do so using the contact details You provide to us in Your request for the Services.

9. Force Majeure

a. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”).

b. If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA we will use our reasonable endeavors to find a solution by which our obligations under this EULA may be performed.

10. App Store Terms

a. If you download the App from a third party app store (including but not limited to the Apple® App Store or Google® Play Store), app store terms, rules and policies may apply, and, if so, such rules and policies will apply instead of this EULA where the two conflict.

b. In addition to Your agreement with this EULA, notwithstanding anything to the contrary herein, the following provisions apply with respect to Your use of any version of the App downloaded from a third party app store. The third party who operates the app store or other service from which You downloaded the App (“App Store Operator”) is not a party to this EULA and does not own and is not responsible for the App. App Store Operator is not providing any warranty for the App except, if applicable, to refund the purchase price for it. App Store Operator is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to us and not the App Store Operator. You must comply with the terms of any third-party agreement applicable to You when using the App, such as Your wireless data service agreement. The App Store Operator and the App Store Operator’s subsidiaries are third-party beneficiaries of this EULA and, upon Your acceptance of this EULA, have the right (and are deemed to have accepted the right) to enforce this EULA against You as a third-party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under this EULA is not subject to the consent of any third party.

11. Further Terms

a. This EULA together with any other documents explicitly referred to herein constitutes the entire agreement between You and us and governs Your use of the Services (excluding any other agreement which You have agreed to with us) and replaces any prior or contemporaneous agreements, understandings and arrangements between You and us in relation to the Services.

b. We may transfer our rights and obligations under this EULA to another organization, but this will not affect Your rights or our obligations under this EULA. To the extent such restriction is permitted by applicable law, You may only transfer Your rights or obligations under this EULA to another person if we agree in writing.

c. If we fail to insist that You perform any of Your obligations under this EULA, or if we do not enforce or delay in enforcing our rights against You, that will not mean (i) we have waived our rights against You or (ii) You do not have to comply with those obligations or (iii) we will automatically waive any later breach by You.

d. Each of the provisions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

e. We may update this EULA as part of the agreement regarding the Services between You and us from time to time by asking you to accept the updated version or, to the extent permitted by applicable law, by notifying You of such updates in accordance with the following provisions of this paragraph. Any update will be notified to You at least sixty (60) days prior to its effective date and such notification will state the effective date of such update. You have the right to object to any update of this EULA within fifteen (15) days after the date of receipt of the notification of such update. In case of a timely objection, the update will not take effect and the existing agreement between You and us shall continue with the terms of the existing EULA. If you do not object, the update shall be deemed accepted by You and become part of the agreement between You and us on the date specified in the notification. In our notification, we will inform You of Your right to object and of the consequences of non-objection

f. Updates to the Services may be issued through us or the App Store Operator. Your ability to use the latest version of the Services may depend on You downloading the update.

g. This EULA is governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its principles of conflicts of law, and regardless of Your location. If You are a resident of a Member State of the European Union or of the European Economic Area, or of the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, the foregoing choice of governing law will not have the result of depriving You of the protection afforded to You by provisions that cannot be derogated from by agreement by virtue of the laws applicable where You habitually reside.

h. You agree to exclusive jurisdiction of the courts of the Province of Ontario sitting in the City of Toronto, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If You are domiciled in a Member State of the European Union or of the European Economic Area, or in the United Kingdom, and are acting as a consumer, i.e., for purposes which are outside Your trade, craft, business or profession, the foregoing choice of forum and venue does not apply to You, and the forum for any disputes between You and us shall instead be determined by applicable law.

i. The EU Commission provides a platform for online dispute resolution at https://ec.europa.eu/consumers/odr. We are neither obligated nor ready to participate in online dispute resolution.