Optimal Innovation Group Inc.
Early Access – Terms of Service and End User License Agreement
1. Acceptance of Terms of Service and End User License Agreement.
This Terms of Service and Early Access-End User License Agreement is entered into by and between Optimal Innovation Group Inc., an Ontario corporation (“OIG” and “we” and “us”) which owns the Healthyher.Life (“HHL”, the “Hub”, and the “Site”), a community member platform website, and Subscriber (“you” and as defined in the respective Subscription Order Form, the “Order Form”) in order for us to provide you with access to our online services as a Subscriber of the Healthyher.Life community member platform identified on the attached Order Form and described herein (the “Services”). The following terms and conditions, together with the Order Form and any documents they expressly incorporate by reference (collectively, this “Agreement”), governs your access to and use of Healthyher.Life (including any successor URL, the "Site" and the data regarding specific companies profiled therein, “the Hub”), whether as a guest or a registered user. This Agreement is effective as of the date of your signature on the Order Form or your use of the Site (the “Effective Date”).
This Platform and the Services are for use exclusively by our Subscribers, including the Authorized Users (defined below) of companies or organizations profiled on our Site (“Profiled Organizations” and each of their Authorized Users a “Member”), as well as any other Authorized Users, (each, a “Customer”).
2. Changes to this Agreement.
We may revise and update these Terms of Service and Early Access End User Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Service and Early Access End User Agreement means that you accept and agree to the changes. We will notify you of any materially significant changes, but you are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
3. Site Access, Updates to the Site, Account Security.
The Site may be accessed using supported Internet browsers, including Chrome, Safari, Microsoft Edge and Firefox. You are responsible for all costs associated with accessing the Site, including but not limited to your Internet connection, computer, and browser technology. We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all Authorized Persons to whom you provide access to the Site are aware of this Agreement and comply with it.
If we provide trial access, such access may be limited to certain subsections of content.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of this Agreement.
4. Authorized Users.
Subject to compliance with this Agreement and payment of all Subscription Fees (described in Section 8), you may, during the Term (defined below), permit the number of Authorized Users identified on the Order Form to access and use the Site, the Hub and the Services. You agree that you and all your Authorized Users will comply with the most current version of this Agreement. Each Authorized User must be either be a Subscriber or be an employee of a Subscriber and complete the registration process to obtain a username and password. Authorized Users may only use the username and password for their own individual professional use as or on behalf of a Subscriber, and may not permit any third party (including other employees of the respective Subscriber) to use their username or password. Each Subscriber is responsible for all use of the Site through usernames and passwords issued to Authorized Users.
5. Usage Limits.
Subject to compliance with this Section 5 and with Section 6, each Authorized User is entitled to unlimited usage of the Platform, including viewing, downloading, and manipulating the data thereon in accordance with the features provided, solely for purposes of the Subscriber’s business operations. Authorized Users may incorporate data from the Platform into presentations and reports (Subscriber’s “Work Product”) so long as (a) the quantity of data incorporated into the Work Product has no independent commercial value and is not separately marketable by HHL or OIG; (b) the Work Product is not issued on behalf of a third party; (c) the Work Product is not published to more than 500 individuals without the prior written consent of HHL or OIG, which consent will not be unreasonably withheld; (d) the incorporated data contains source attribution to HHL or OIG, and the Authorized User is not accessing or using the Site or Services for the benefit of any third party or in any manner that either HHL or OIG reasonably believes is abusive, including but not limited to attempting to replicate significant portions of the content in order to reduce the need to access and use the Site or Services. Subscriber agrees that OIG or HHL may track, monitor, report, analyze, and limit usage on both a Subscriber and individual Authorized User basis. OIG retains sole ownership over any data incorporated into the Work Product. Authorized Users shall not print, download or store any more than an immaterial portion of the Site’s content or database.
6. Prohibited Usage.
You may use the Site only for lawful purposes and in accordance with this Agreement. You agree not to use the Site:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Canada or the USA).
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out below.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate OIG, an OIG employee, another HHL user, or any other person or entity associated with the Site or use of the Hub (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm either OIG, HHL or users of the Site, or expose them to liability.
Additionally, you agree not to:
Use the data in furtherance of creating or producing or maintaining a competitive product.
Transfer, sell, rent, distribute, replicate, display, or otherwise disclose any portion of the Services, Site, or data to anyone, except as expressly provided in this Agreement.
Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with anyone else’s use of the Site.
Use any deep-link, scraper, robot, spider, data mining or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Circumvent or reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to access the source code or databases of the Site.
Circumvent (or attempt to) any technology used to limit access or use of the Site or to track usage of the Site.
Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in this Agreement.
Use any device, software, algorithm or routine that interferes with the proper working of the Site.
Use the Site, Services, or any data in a manner that infringes or violates the intellectual property or proprietary rights of OIG, HHL or any third party, including, without limitation, the rights of privacy and publicity.
Use the Services or Site in such a way as to be deemed to be engaging in the offering or solicitation of investments in securities or for any other improper investment purposes.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site.
7. Intellectual Property Rights.
7.1 OIG and Licensor Intellectual Property Rights.
The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by OIG, its licensors, or other providers of such material and are protected by Canada and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Specifically, and not in limitation of the foregoing, the OIG name, the OIG logo and branding, the wordmark, brand design and logo for Healthyher Life, the phrase Women Talking With Trust and all related names, logos, product and service names, designs, and slogans are trademarks of OIG, and you agree not to use such marks without our prior and explicitly written permission. All other names, trademarks, service marks, logos, product and service names, designs, and slogans, as well as or other proprietary identifiers on the Site belong to their respective owners. You agree not to use them without prior written consent. You further agree not to remove or obscure the copyright, trademark, service mark, or other notices contained in the Site, Services, or data.
All right, title, and interest (including all copyrights and other intellectual property rights) in and to the Site and Services belong to OIG and its authorized suppliers. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights on any Subscriber, Authorized User or anyone else. You acknowledge and agree that the Site and Services are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to remove or obscure the copyright or other notices contained in the Site and Services, including but not limited to, any copyright or other notices included on the printable profiles.
Any use of the Site not expressly permitted by this Agreement is a breach of this Agreement and may also violate copyright, trademark, and other laws.
7.2 Derivations of Data.
OIG does not claim an ownership interest in derivations of Data that an Authorized User creates through authorized use of the Services if such derived work is sufficiently transformed so that any data on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled by someone reasonably skilled in software applications.
7.3 Member Data; Monitoring.
The Site may contain data contributed by one or more Members regarding a Profiled Organization (collectively, “Member Data”). We do not claim an ownership interest in any data or content that is not originally sourced from OIG, our affiliates, or any of our suppliers, including Member Data. Any Member Data posted by a Member is considered non-confidential and non-proprietary. By providing any Member Data on the Site, Members irrevocably grant us and our affiliates and service providers, and each of our and their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
Each Member, by posting Member Data, represents and warrants that such Member owns or controls all rights in and to the Member Data and/or has the right to grant the license granted above to us and our affiliates and service providers, and each of our and their respective licensees, successors, and assigns; and all of such Member Data does and will comply with this Agreement. Member understands and acknowledges that Member is responsible for any Member Data submitted or contributed, and the Member, not OIG, has full responsibility for such data, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any Member Data posted by you or any other user of the Site. However, we have the right to:
Remove any Member Data for any or no reason in our sole discretion.
Take any action with respect to any Member Data that we deem necessary or appropriate in our sole discretion, including if we believe that such Member Data violates this Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, or could create liability for OIG.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
Terminate or suspend such Member’s access to all or part of the Site for any or no reason, including without limitation, any violation of this Agreement.
However, we cannot and do not undertake to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding data provided by any Member. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
7.4 Content Standards.
These content standards apply to any and all Member Data. Member Data must comply with all applicable federal, state or province, municipal or local, and international laws and regulations. Without limiting the foregoing, Member Data must not:
Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from, or are endorsed by us or any other person or entity if this is not the case.
7.5 Changes to the Site.
We may update the content on the Site from time to time, but the content on the Site is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.
7.6 Information About You and Your Visits to the Site.
7.7 Linking to the Site.
You may link to our homepage, provided (a) you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part, and (b) the website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set forth above.
7.8 Links from the Site.
If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
8. Subscription Fees and Payments.
8.1 Subscription Fees.
Subscription Fees for Customers are set forth on the Order Form, and are valid for the first year, or 12 months, of the Term. OIG may increase Subscription Fees for Renewal Terms upon notice to you no later than 30 days prior to each anniversary of the Effective Date. Unless you do not renew this Agreement in accordance with Section 9, you will pay the Subscription Fee for each Renewal Term on the anniversary of the Effective Date in accordance with this Section and the Order Form. All amounts paid under this Agreement are non-refundable.
Members are invited to share certain data points about their respective Profiled Organization and update the same annually in exchange for an annual subscription. Failure to provide complete and correct information in a timely manner will result in a cancellation of such Member’s subscription.
You will pay all Subscription Fees set forth on the Order Form within 15 days of the date of each invoice. Your Authorized User(s) will not be granted access to the Platform until full payment of the Subscription Fees for the Initial Term has been received, and your Authorized User(s)’s access will be suspended unless timely payment for your annual subscription renewal is made.
Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with this Agreement (collectively, “Taxes”), other than taxes based on OIG’s income.
The term of this Agreement as it relates to accessing the Site will commence with your accessing the Site and continue for so long as you continue to access the Site.
The term of this Agreement as it pertains to accessing the Site and the Services will commence on the Effective Date and will continue until the expiration of the Subscription Term set forth on the Subscription Order Form (the “Initial Term”). The Initial Term will automatically renew for successive renewal terms of one year, or 12 months (each a “Renewal Term”), unless Subscriber provides notice of non-renewal 30 days prior to the expiration of the Initial Term or then-current Renewal Term. The Initial Term and any Renewal Term(s) collectively constitute the “Term.”
Either party may terminate this Agreement if the other party breaches this Agreement and does not cure such breach within 30 days following written notice thereof from the non-breaching party. In addition, OIG may terminate this Agreement immediately upon written notice to Subscriber if Subscriber breaches Sections 7.1 (OIG and Licensor Intellectual Property Rights) or 11 (Confidentiality). Section 7 (Intellectual Property Rights), Section 8 (Payments), Section 10 (Termination), Section 11 (Confidentiality), Section 12 (Assignment), Section 13 (No Warranty; Disclaimers), Section 14 (Limitation on Liability), Section 15 (General) and 16 (Choice of Law; Exclusive Jurisdiction and Venue), shall survive termination of this Agreement, in addition to any other section that, by its terms, shall survive termination of this Agreement.
Subscriber agrees that the Site and Services and all information and materials contained therein constitute confidential information of OIG (“Confidential Information”). Subscriber agrees (and shall cause its Authorized Users) to hold in strictest confidence, and not use or disclose to any third party, any of the Confidential Information except as specifically provided herein.
12. Representations and Warranties; Assumption of Risk.
You represent and warrant that you have the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement and the Order Form have been duly authorized and executed by you. Any decisions you make on the basis of the Site, Services, or any content therein are made solely at your own risk. OIG has no responsibility or liability arising from such decisions.
We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights hereunder without our prior written consent.
14. NO WARRANTY; DISCLAIMERS.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR DATA OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS", “WITH ALL FAULTS,” AND "AS AVAILABLE" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OIG, ITS AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. OIG, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT; (B) OF ADEQUACY, ACCURACY, TIMELINESS, AND COMPLETENESS OF CONTENT OR RESULTS; (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (D) OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. LIMITATION ON LIABILITY.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL OIG, ITS AFFILIATES OR SUPPLIERS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF THE EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE A DISPUTE OR CLAIM AGAINST OIG, ITS AFFILIATES OR SUPPLIERS WITH RESPECT TO THIS AGREEMENT, THE SITE, OR SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICE. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, OIG’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES INCURRED BY YOU IN RELIANCE UPON THIS AGREEMENT UP TO THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU IN THE PRECEDING TWELVE (12) MONTH PERIOD.
You agree to defend and indemnify OIG from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of your unauthorized use or disclosure of the Site, Services, or content. For the purposes of this Section, “OIG” includes any directors, officers, employees, or agents of OIG. OIG agrees to (a) promptly notify you of any claim that would trigger your indemnification obligation hereunder, (b) assist you, at your expense, in the defense and settlement of the claim, and (c) refrain from settling the claim without your prior written consent so long as you don’t unreasonably withhold or delay such consent. OIG can select its legal representation for defense of the claim.
17. Securities Matters.
The Site, Services, and content are for informational purposes only. Nothing in the content constitutes, and nothing in the content should be construed as: (a) a solicitation or offering of any investment or securities or a recommendation to acquire or dispose of any investment or security; or (b) the provision of any financial, tax, legal, or other advice. Nothing in the Site, Services, or content will be deemed to constitute: (x) information that specifically addresses any specific individual’s investment objectives, financial situation, or the particular needs of any specific person who may receive the Services or content; (y) establishing an advisory relationship; or (z) a transaction in securities for the account of others. None of OIG’s directors, officers, employees, or agents (i) acts on behalf of any other entity in providing information in the content, (ii) is paid to market securities to investors, (iii) participates in negotiations between a Profiled Organization and any investor, (iv) handles any money or securities in transactions between investors and any Profiled Organization, or (v) assists any Profiled Organization with the completion of any securities transactions between such entity and an investor.
19. Choice of Law; Exclusive Jurisdiction and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the Province of Ontario, Canada for any and all disputes, claims and actions arising from or in connection with this Agreement.
20. Limitation on Time to File Claims.
21. Export Control Compliance.
You agree to comply with all relevant export and trade control laws, regulations, or requirements of Canada. Without limiting the general nature of the previous sentence, you agree to comply with all relevant laws governing your purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to you under this Agreement.
22. Your Comments and Concerns.
This Site is operated by Optimal Innovation Group Inc. having a business address at 2020 Winston Park Dr., suite 200, Oakville, Ontario, L6H 6X7, Canada.
All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: firstname.lastname@example.org
Last Updated: October 4, 2023
Copyright © 2023, Optimal Innovation Group Inc. All rights reserved.