TERMS OF USE

Last Modified on November 2 2020

Welcome to TAMVOES Health Inc. (“TAMVOES”, “we”, “us” or “our” as the context dictates). We are happy to offer you our platform for your data recording purposes (the “Platform”) as available through our Website. The terms and conditions set out below (these “Terms of Use”) in combination with our Privacy Policy and the Website Terms (these Terms of Use together with our Website Terms and our Privacy Policy, are collectively referred to herein as our “Terms”), govern your use of our Platform.

Please read our Terms carefully since they are legally binding and have sections which contain important information about use, rights, liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes. All capitalized terms, unless otherwise defined in the body of these Terms of Use, are defined at the end of these Terms of Use.

By registering for an Account, accessing or using our Platform or the TAMVOES Content, by clicking “I accept” or by checking a box indicating your agreement, you expressly acknowledge that you have read the Terms and, for good and valuable consideration, the receipt and sufficiency of which you acknowledge, agree to be bound by and comply with all terms and conditions therein. If you do not, or are unable to, agree to our Terms, you are not permitted to register for an Account, or access or use our Platform or the TAMVOES Content. If you register an Account, or access or use our Platform or the TAMVOES Content, you shall be considered to express your consent and agreement with our Terms. For any clarification, please contact us at info@tamvoes.com.

For the purposes of these Terms of Use, references to “you”, “your” and “User” are to you and anyone who accesses or uses the Platform through your Account. If you register for an Account on behalf of your employer, all references to “you” and “your” will be deemed to be references to your employer, your employer will be deemed to be the “User” for the purpose of these Terms of Use, and you represent and warrant that you have the authority to bind your employer to the Terms. You are responsible for: (a) ensuring that your employees, agents and subcontractors comply with the Terms; and (b) any breach of the Terms by your employees, agents or subcontractors.

1. Understanding our Role

Our Platform is intended to permit professionals to input data for journaling and information recording purposes in connection with the carrying on of a business activity. Our Platform is not intended to be used by an individual for any personal, household or family purposes. See the “Restricted Actions” section below for further restrictions on the use of our Platform.

Our Platform may include the TAMVOES Content and/or offer predictive analytics as a feature that may provide suggestions to you in respect of health or other matters related to the information recorded in our Platform – the TAMVOES Content and the results of the predictive analytics are only for informational purposes only and should not be viewed as medical advice, medical diagnosis or any other professional advice. Please do not substitute the TAMVOES Content or our Platform for your own expertise as a health care or other professional.

We do not make any particular suggestions or recommendations of what you do with information you record on our Platform. See the “Disclaimer” section below for further limitations.

You acknowledge and agree (a) that your use of your Account, the TAMVOES Content and the Platform is at your sole discretion and risk; and (b) that you are solely responsible for any damage you may sustain, whether relating to (i) your device or your computer system, or any loss of data that results from the download of any Content, or (ii) your reliance on any Content obtained as a result of your use of your Account or the Platform or your reliance on any TAMVOES Content, or (iii) any other form of damage that may be incurred. In no event will TAMVOES or its Representatives be liable for your conduct under your Account, your use of the Platform or any TAMVOES Content or services received through the Platform.

2. Right to Use

Subject to your compliance with the Terms and payment of all applicable Fees (see “Fees and Payment” section below), we grant you a nonsublicensable, nontransferable, nonexclusive, limited and revocable right to access and use our Platform and access and use the TAMVOES Content, feature, service or functionality only for the purposes described by us. Any rights not expressly granted to you in these Terms of Use are expressly reserved by TAMVOES.

3. Registration and Account Set-up

You must register for an Account on our Website to use our Platform. Once an Account is registered, you are responsible for managing the Account. You must inform us promptly of any changes to the information provided.

4. Credentials Management

You shall: (a) keep your Credentials strictly confidential and secure; and (b) notify us immediately if the confidentiality of any part of your Credentials has been compromised or you believe there is a credible chance of that the security of your Account has or will be compromised. You are solely responsible for any access to or use of the Platform through your Account, including by others, such as your employees or others for whom you are responsible at law.

We retain the right, but do not have the obligation, to suspend your Account and take any other reasonable action if we suspect any unauthorized access to your Account or note that there is suspicious activity in relation to your Account, and you agree to assist in executing such actions, which may involve providing us with additional information or documentation that we require, resetting passwords or taking other measures as we may require, each in our sole discretion. TAMVOES is not responsible for your failure to notify us as set out above, or for any delay or failure to suspend your account following such notice.

If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at info@tamvoes.com.

5. Technical Requirements

Your use of the Platform may require your device to be connected to the Internet. You are solely responsible for the cost and maintenance of any such Internet or mobile connection, including any data usage, roaming or other charges that you incur. Further, you acknowledge that, from time to time, you may be unable to access or use the Platform.

Your access or use of the Platform may be subject to certain minimum technical requirements. It is your responsibility: (a) to ensure that you have access to the hardware and/or software platforms required to access and use the Platform; and (b) for updating and maintaining your devices, Internet or mobile connection. TAMVOES reserves the right to change or cease support of any hardware or software platforms at any time.

6. Fees

If you register for an Account on behalf of your employer, then by completing the registration of such Account, you authorize us to charge you a recurring subscription fee, plus applicable taxes, in accordance with the offering you select (“Subscription Fees”). If you have selected an offering for which you are not eligible (e.g. based on the number of your users or otherwise) or, if during your subscription, you become ineligible for the offering you have selected (e.g., based on an increase in the number of your users or otherwise), you acknowledge and agree that we may increase your Subscription Fees, following reasonable notice to you. You acknowledge and agree that the Subscription Fees billed may vary for reasons that may include differing amounts due to applicable promotions. Subscription Fees are automatically billed at the end of your applicable subscription period until you cancel your subscription in accordance with these Terms of Use. You may be charged additional fees for specific Content, TAMVOES Content, features, services or functionality on or in connection with our Platform and any fee will be self-evident on our Website and/or in our Platform (“One-time Fees”). Subscription Fees and One-time Fees shall be collectively referred to in these Terms of Use as the “Fees”. The applicable taxes will depend upon your location. All Fees will be payable to TAMVOES in the currency specified upon registration. If you have not paid the applicable Fees or if your credit card or other form of payment is declined, you acknowledge that you will not be able to access and use the Platform or the applicable Content, TAMVOES Content, feature, service or functionality.

7. Refunds

We do not provide refunds or credits. If you cancel your Account, or your employer cancels your subscription, you will forego any Fees, including any Subscription Fees, that have already been paid to us. If we suspend or cancel your Account in connection with your violation of these Terms of Use, you forgo any Fees, including any Subscription Fees, that have already been paid to us and we shall have no liability to you.

8. Fee Changes

We may in the future implement a new fee, or modify an existing fee (including any One-time Fees or Subscription Fees), for the Platform or any feature, service or functionality that we offer. If we implement a new fee or modify our fees (including any One-time Fees or Subscription Fees), we will make reasonable efforts to notify you by posting the new or modified fees (including any One-time Fees or Subscription Fees) on the Website or the Platform or by sending you an email. Modified Subscription Fees will apply upon your next subscription period (e.g. monthly or annually, or such other period of time for which you have registered) or upon your next purchase.

9. Cancellation by User

You may decide at any time to cancel your Account by sending us an email in accordance with “Notice” section below. If you cancel your Account or if your employer cancels your subscription, you will no longer be permitted to access or use your Account or the Platform. Please note that once you have cancelled your Account or if your employer cancels your subscription, you may not be able to download any data (excluding personal information or personal health information, which shall be treated in accordance with the Data Processing Agreement entered between the parties) that was resident on our system through your Account from our Platform, but you may request a copy of such data within seven (7) years of cancellation of your account and we will provide a copy of such data during this period, in a format we determine, in our sole discretion. After such period you will no longer be able to obtain a copy such data that was resident on our system prior to cancellation of your Account.

10. Cancellation by TAMVOES

We reserve the right to suspend or cancel your Account and your right to access and use our Platform at any time in our sole discretion, with or without notice to you. If we suspend or cancel your Account and your right to access or use our Platform, you may not be able to download any data (excluding personal information or personal health information, which shall be treated in accordance with the Data Processing Agreement entered between the parties) that was resident on our system through your Account from our Platform, but you may request a copy of such data within seven (7) years of your Account suspension or cancellation and we will provide a copy of such data during this period, in a format we determine, in our sole discretion. After such period you will no longer be able to obtain a copy such data that was resident on our system prior to cancellation of your Account.

11. Representations, Warranties and Covenants

You represent, warrant and covenant that: (a) you are the age of majority in your jurisdiction; (b) if you register for an account on behalf of your employer, you have the authority to bind your employer to the Terms; and (3) your use of our Platform, including any information recorded, uploaded or otherwise stored on the Platform, shall: (i) be solely for purposes that are permitted by these Terms of Use, (ii) not infringe or misappropriate the Intellectual Property Rights of any third party, and (iii) comply with all Laws.

If you intend to use our Platform for the submission, storage, retention, processing, or management of personal information or personal health information, you must provide us with and execute a Data Processing Agreement, in a form that is compliant with applicable privacy laws, such as, but not limited to, the Personal Information and Protection of Electronic Documents Act and the Personal Health Information Protection Act and other equivalent provincial or federal privacy laws and that is acceptable to us, in our discretion, prior to doing so. You represent, warrant and covenant that you will not use our Platform for the submission, storage, retention, processing, or management of personal information/personal health information of your clients or of any other third party, unless and until you have entered a Data Processing Agreement with us.

12. Restricted Actions

You represent, warrant and covenant that you shall not:

  1. (a) misrepresent your identity (e.g. represent to anyone in relation to TAMVOES that you are someone else or you are affiliated with someone that you are not);
  2. (b) share your Account log-in details with any person;
  3. (c) make use of our Platform to do anything other than to carry out activities which are normally related to activities conducted using our Platform;
  4. (d) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of our Platform;
  5. (e) rent, lease, sell, resell, assign, timeshare, offer in a service bureau, or otherwise make any part of our Platform available to any third party;
  6. (f) damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of our Platform;
  7. (g) access our Platform in order to build a commercially available product or service which competes with our Platform;
  8. (h) copy any features, functions, integrations, interfaces or graphics which are part of our Platform;
  9. (i) violate any Laws;
  10. (j) make statements on any topic associated with us, particularly regarding our Platform, which could reasonably be considered false, misleading or disparaging;
  11. (k) willfully tamper with the security of our Platform, including attempting to probe, scan or test the vulnerability of our Platform or to breach its security or authentication measures;
  12. (l) share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed by us in writing in advance of receipt of such data;
  13. (m) share any personal information or personal health information of any of your clients or of any other third party, unless and until you have entered a Data Processing Agreement with us.
  14. (n) transmit any information, through our Platform or in any other manner, which may be: (i) unlawful, discriminatory, hate speech, threatening, offensive, abusive, libelous, defamatory, harassing, fraudulent, violent, obscene, vulgar, indecent, inflammatory, profane, sexually explicit, pornographic or profane; (ii) in violation of a third party’s Intellectual Property Rights; (iii) refutes or is contrary to what is set out anywhere in our Platform; (iv) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (v) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (vi) violates the privacy of any third party; or
  15. (o) attempt to gain unauthorized access to our Platform or our computer systems or networks through hacking, password mining or any other means.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the subsections (a) to (n) above.

13. Links/Software

Hypertext links to other websites, material or content, including any Third Party Providers, are provided for convenience only and do not imply any approval, association, sponsorship, endorsement or affiliation with or by TAMVOES of such websites or the material, content or services provided therein. Such websites are independent from, and not within the control of, TAMVOES. TAMVOES has not reviewed all websites to which it links and is not responsible for the material, content, accuracy, timeliness, reliability or policies of any such websites. You link to other websites at your own risk, and your use of other websites will be controlled by the terms of use posted on those websites. Before using such websites, you should review their terms of use and privacy policies.

14. Changes to the Platform and TAMVOES Content

The TAMVOES Content, and the services or features available as part of the Platform, may change over time, and may only be available for a limited time. The availability of the TAMVOES Content and of the services and features of the Platform will be determined in TAMVOES sole discretion. TAMVOES reserves the right to modify or discontinue, temporarily or permanently, all or any part of the TAMVOES Content or the services or features of the Platform, without prior notice to you.

15. Ownership and Reservation of Rights to TAMVOES Intellectual Property

The Platform consists of various graphics, texts, icons, buttons, videos, software, audio and other files, images, and other materials including, but not limited to, the TAMVOES Content, as well as certain features, services or functionality that have been provided by TAMVOES and/or third party entities under TAMVOES’s direction. Your Account, the Platform and TAMVOES Content is owned by TAMVOES or the applicable third party. For greater certainty and the avoidance of any doubt, TAMVOES and applicable third party entities hold all right, title, and interest, including all Intellectual Property Rights, in and to your Account, the Platform and TAMVOES Content. You hereby acknowledge that your Account, the Platform and TAMVOES Content, are protected to the fullest extent permitted by applicable Law – including, but not limited to, copyright, trademark, patent and all other applicable intellectual property Laws. Your use of your Account, the Platform or the TAMVOES Content does not grant or transfer to you any ownership or other rights in your Account, the Platform or TAMVOES Content, and except as expressly provided, nothing herein or within the Platform shall be construed as conferring on you or any other person any license under any of TAMVOES’ or any third party’s Intellectual Property or other rights. Any rights not expressly granted to you in these Terms of Use are expressly reserved by TAMVOES.

16. Trademarks

Certain names, words, titles, phrases, logos, icons, graphics or designs contained within the Platform may constitute trade names, registered or unregistered trademarks or service marks ("Trademarks") of TAMVOES and of other persons or entities. All Trademarks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trademarks without the express written consent of the applicable owner is strictly prohibited. Display of Trademarks in the Platform does not imply that any license has been granted to you or to any third party. All rights are reserved.

Any unauthorized downloading, re-transmission, or other copying or modification of Trademarks may be a violation of statutory or common law and subject you to legal action.

17. Beta Versions

You acknowledge and agree that any beta version of the Platform made available will be subject to these Terms. Further, you acknowledge and agree that beta versions of the Platform are pre-release, alpha, or beta software and may be incomplete could contain errors or inaccuracies. You should not use beta versions of the Platform in a commercial operating environment or with important data. You should back up any data prior to using any beta version of the Platform. We shall not be responsible for any costs, expenses or other liabilities you may incur as a result of using any beta version of the Platform including but not limited to any damage, loss, or corruption of any software, information or data. You expressly acknowledge and agree that any use of a beta version of the Platform is done entirely at your own risk.

Beta versions of the Platform are time-limited and we may change, limit, or cease providing access to beta versions of the Platform any time without notice or liability to you. You further understand and agree that certain information about a beta version of the Platform may not be available to you prior to use, including, without limitation, minimum hardware requirements and the availability of items available for purchase within the beta version of the Platform. By using a beta version of the Platform you consent to using the beta version of the Platform without such information and disclosures. You acknowledge and agree that you will not be compensated for evaluating any beta version of the Platform or for any input you provide in respect of the beta version of the Platform, and you will bear all of your own costs from using the beta version of the Platform (e.g. mobile network operator and data costs). Further, you hereby acknowledge and agree that the content contained in, and your use of, any beta version of the Platform that is not already publicly available shall be considered confidential unless the we explicitly authorize public disclosure. You agree to hold the beta version of the Platform in confidence and to treat it as confidential, e.g., not share it with others who do not have access to the beta version of the Platform.

19. Right to Handle Your Data

You hereby grant TAMVOES a non-exclusive, sublicensable, royalty-free, fully paid-up, worldwide, perpetual and transferable right to Handle your data to make the Platform available to you and the generate and use Aggregated Information.

  1. (a) Handling by Third Parties. You agree that all such data may be, without further consent from you, Handled by a third-party for either (i) purposes which serve our business purposes, including transaction processing and data monitoring or storage, or (ii) for regulatory or other reasons which are imposed on us in Canada or in any other jurisdiction in which we decide to store or process such data.
  2. (b) Aggregated Information. We own all Aggregated Information and may use such Aggregated Information for any purpose we see fit, including but not limited to publication of, and creation of derivative works from the Aggregated Information, provided that such use shall not reveal to a third party any confidential information or the identity of a User.

The obligations in this section do not apply to personal information/personal health information of your clients or of any other third party that you submit, store, retain, process or manage within the Platform, which data will be solely governed by the Data Processing Agreement that you have entered with us prior to, and as a condition of, the submission of any such data by you to the Platform.

20. User Input

You hereby grant to us and agree to grant to us a royalty-free, fully paid-up, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate into our Platform any User Input and agree to, and agree to cause all individuals providing User Input to, irrevocably and unconditionally waive any and all moral rights in the User Input. Users shall have no obligation to provide User Input. Although TAMVOES does not seek to monitor or control the submission of User Input, we reserve the right to delete, move and edit any User Input submitted where, in our sole discretion, it is considered prudent or necessary to do so. You represent and warrant that the User Input does not contain any confidential or proprietary information and does not violate or infringe any third party’s Intellectual Property Rights, applicable Law or the Terms. You shall be solely responsible for your User Input and any consequences that may arise from posting, providing or publishing it on the Platform or the Website.

21. Corrective Action and Notice

If you become aware of any actual or threatened activity by a User which is prohibited by the “Restricted Actions” section above, you shall immediately (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to our Platform), and (b) notify TAMVOES of any such actual or threatened activity.

22. Permission for Communication

We use email and other electronic means to stay in touch with Users. You agree that when you provide us your email address or personally identifying information (e.g. name, address) during or prior to access or use of our Platform or use of any other service or tool provided through or on the Website, you: (a) consent to receive communications from us, our affiliates, and applicable Third Party Providers in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (b) can opt-out from receiving communication from any such party at any time by completing the formalities on the Platform or the Website as applicable, but we do not take on any liability for any communication of another party to you, including any Third Party Providers, particularly if you have provided your contact information to them independently rather than using the communication functions of the Platform or the Website; and (c) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.

23. Disclaimers

IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT ELSEWHERE IN OUR TERMS, OUR PLATFORM, INCLUDING ALL ITS FEATURES, SERVICES OR FUNCTIONS AND THE TAMVOES CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY, OR INTEGRATION WITH ANY SYSTEM.

TAMVOES DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE PLATFORM OR THE TAMVOES CONTENT IS COMPLIANT WITH OR MEETS ANY PARTICULAR PROFESSIONAL STANDARDS OR GUIDELINES AND IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THE PLATFORM AND THE TAMVOES CONTENT IS APPROPRIATE FOR YOUR BUSINESS AND MEETS YOUR PROFESSIONAL STANDARDS AND/OR GUIDELINES.

TAMVOES DOES NOT CERTIFY ANY CONTENT, INCLUDING PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY APPEAR OR BE REFERENCED IN THE TAMVOES CONTENT OR ON OUR PLATFORM OR WEBSITE. RELIANCE ON ANY CONTENT OR TAMVOES CONTENT AND ANY OTHER INFORMATION, HOWEVER PRESENTED, OBTAINED THROUGH OUR PLATFORM OR OUR WEBSITE, IS SOLELY AT YOUR OWN RISK.

ALTHOUGH OUR PLATFORM OR OUR WEBSITE MAY PROVIDE ACCESS TO THIRD PARTY PROVIDERS, WE ASSUME NO OBLIGATION, RESPONSIBILITY OR LIABILITY AND PROVIDE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER IN CONNECTION WITH THE PERFORMANCE OF SUCH THIRD PARTY PROVIDERS. WE ARE NOT RESPONSIBLE TO YOU FOR THE CONDUCT OF ANY SUCH THIRD PARTY PROVIDERS OR FOR ANY ERROR, DELAY, OR DEFICIENCY OF ANY PART OF THE SERVICE THEY PROVIDE. WE ASSUME NO OBLIGATION, RESPONSIBILITY OR LIABILITY FOR: (A) THE AVAILABILITY OR LACK OF AVAILABILITY OF OUR PLATFORM OR YOUR ACCESS OR LACK OF ACCESS TO OUR PLATFORM AT ANY TIME OR FROM ANY LOCATION; (B) ANY LOSS, DAMAGE OR DISCLOSURE (INCLUDING TO THIRD PARTIES) OF YOUR DATA OR INFORMATION OR SECURITY INTRUSION OF OUR PLATFORM OR ANY THIRD PARTY PROVIDER; (C) ANY FAILURE TO TRANSMIT ANY DATA, ANY COMMUNICATIONS OR ANY SETTINGS CONNECTED WITH OUR PLATFORM; (D) THE ANY ACCURACY, COMPLETENESS, CORRECTNESS, CURRENCY, RELIABILITY, TIMELINESS, USEFULNESS OR SUITABILITY OF YOUR ACCOUNT, THE PLATFORM, THE FEATURES, SERVICES OR FUNCTIONS OFFERED BY US AND YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE CONTENT OR THE TAMVOES CONTENT AVAILABLE ON OR THROUGH THE PLATFORM; (E) THAT THE PLATFORM WILL MEET YOUR REQUIREMNETS; OR (F) THAT THE PLATFORM WILL BE COMPATIBLE WITH YOUR DEVICE(S).

WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT ANY PART OF OUR PLATFORM OR THE FEATURES, SERVICES OR FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT OUR PLATFORM AND WEBSITE OR ANY ITEM CONNECTED WITH THE PLATFORM OR THE WEBSITE IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS, OR THAT OUR PLATFORM AND WEBSITE ARE IMPERVIOUS TO HACKS OR DATA LOSSES, OR THAT ANY TRANSMISSION TO AND FROM US OR COMMUNICATION BY YOU IS CONFIDENTIAL OR SECURE. YOU AGREE THAT YOUR USE OF OUR PLATFORM CREATES NO OBLIGATION ON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO OUR TERMS.

YOU ARE SOLELY RESPONSIBLE FOR THE INFORMATION THAT YOU RECORD, UPLOAD OR OTHERWISE STORE ON THE PLATFORM. WE ARE NOT RESPONSIBLE FOR THE CORRECTNESS OF ANY INFORMATION RECORDED IN THE PLATFORM, ANY ALTERATION (INTENTIONALLY OR UNINTENTIONALLY) OF ANY INFORMATION THAT YOU RECORD, UPLOAD OR OTHERWISE STORE ON OUR PLATFORM. WE DO NOT MONITOR THE USEFULNESS, RELIABILITY OR ACCURACY OF INFORMATION THAT YOU RECORD, UPLOAD OR STORE ON OUR PLATFORM.

Without limiting anything else in the Terms, you acknowledge and agree that TAMVOES has no obligation under the Terms to provide any maintenance and support services or correct any defects or errors in the Platform furnished to you under the Terms, regardless of whether you inform TAMVOES of such defects or errors or TAMVOES otherwise is, or becomes aware of, such defects or errors. To the extent TAMVOES provides you with any updates or upgrades to the Platform, such updates and upgrades shall be deemed to constitute part of the Platform and shall be subject to all terms and provisions set forth in the Terms, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Platform.

24. Release and Indemnification

You agree to indemnify, defend, and hold harmless TAMVOES its subsidies and affiliates, and each of their officers, directors, employees, agents, successors, permitted assigns (collectively the “Representatives”) from and against any and all claims and expenses, including legal or other professional fees and disbursements, arising out of: (a) your use of our Platform and/or your violation of any of the provisions in the Terms; (b) any allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under the Terms; (c) negligence or willful misconduct by you or any third party on your behalf in connection with our Platform; and (d) your infringement or violation of any Intellectual Property or other rights of any person or entity.

We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.

25. Liability

Your only remedy with respect to any dissatisfaction with: (a) TAMVOES, (b) our Terms, (c) our Platform or our Website, (d) any policy or practice of TAMVOES, or (e) any Content, TAMVOES Content or information transmitted through our Platform, is to cancel your Account and/or subscription and to stop using our Platform.

IN NO EVENT WILL TAMVOES, OR ITS REPRESENTATIVES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGES OR ANY OTHER DAMAGES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL TAMVOES OR ITS REPRESENTATIVES, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, OR REVENUE, PROFITS OR BUSINESS INTERRUPTION, PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGES OR ANY OTHER DAMAGES WHATSOEVER WHETHER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR PERFORMANCE OF YOUR ACCOUNT, THE PLATFORM, CONTENT, TAMVOES CONTENT, ANY LINKED WEBSITE, OR ANY OTHER INFORMATION OR DATA, OBTAINED THROUGH YOUR ACCOUNT OR ON THE PLATFORM, OR OTHERWISE ARISING OUT OF YOUR USE OR INABILITY TO USE YOUR ACCOUNT AND/OR THE PLATFORM OR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR MATERIALS PROVIDED THROUGH YOUR ACCOUNT OR ON THE PLATFORM, AND/OR ANY ERRORS OR OMISSIONS IN SUCH CONTENT OR TAMVOES CONTENT, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE, EVEN IF TAMVOES OR ANY OF ITS REPRESENTATIVES, LICENSORS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Without limiting the foregoing, if TAMVOES, its Representatives, licensors or suppliers should be found liable to you for any loss or damage that arises out of or is in any connected with your Account, the Platform, the Content or TAMVOES Content available on or through the Platform or any functions, services or features offered by us, the liability of TAMVOES, its Representatives, licensors and suppliers will in no event exceed CAD $1.00, whether such damages are based in tort, contract, negligence, indemnity, strict liability or otherwise, even if TAMVOES or any of its Representatives, licensors or suppliers has been advised of the possibility of such damages.

Should a jurisdiction that does not allow the exclusion of indirect, punitive, incidental, special or consequential damages apply to these Terms of Use, the total liability to you or any person in connection with any indirect, punitive, incidental, special or consequential damages shall be limited by the above paragraph of this section entitled “Liability.”

26. Term and Termination

Subject to the “Surviving Provisions” section below, our Terms shall terminate upon your cancellation or deactivation of your Account through the means provided on the Platform or the Website, your employers cancellation of our subscription, or upon our cancellation of your Account or termination of your access to the Platform. However, our Terms shall continue to apply to your use and access to the Platform, Content or TAMVOES Content available therein or any functions, services or features we offer, prior to termination of the Terms.

We may terminate your access to all or any part of our Platform at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion. Subject to the requirements of any Data Processing Agreement between the parties, if your Account is idle for more than six (6) months we may send you a notice to let you know that unless you utilize your account within a certain period of time, we may close your Account and delete any data and information associated with the Account.

You may cancel your Account in the circumstances described above in the “Cancellation by User” section. Upon cancellation, termination or deactivation of your Account, (a) all rights, licenses, consents and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (b) we may disable all Users’ access to our Platform except as set out in the Terms.

Notwithstanding anything to the contrary in these Terms of Use, and subject to the requirements of any Data Processing Agreement between the parties, with respect to information and materials in our possession or control at the time of cancellation, termination or deactivation of your Account: (a) we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course; and (b) all information and materials described in the foregoing clause (a) shall remain subject to all confidentiality, security and other applicable requirements of our Terms.

27. Amendment of our Terms of Use

To the extent permitted by applicable law, TAMVOES reserves the right, at our sole discretion, to amend these Terms of Use at any time. You may not amend or modify these Terms of Use.

We shall post the amended Terms of Use on our Platform and/or Website. Although we shall take reasonable steps to notify you of amendments, you are expected to check our Platform and/or Website periodically for any amendments to these Terms of Use. Your continued access and use of our Platform following such amendments shall constitute your affirmative acknowledgement of these Terms of Use and agreement to be bound by our Terms of Use, as amended. If at any time you choose not to accept our amended Terms of Use, including following receipt of notification of any amendments made hereto, then you are not permitted to access or use the Platform and you must terminate and deactivate your Account.

28. Governing Law

Our Terms of Use and any access to or use of our Platform and the TAMVOES Content shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

29. Dispute Resolution through Arbitration

Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with our Platform, these Terms of Use or any breach hereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Act”). There shall be one (1) arbitrator selected in accordance with the Act. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. Notwithstanding the foregoing, TAMVOES shall have the right to seek injunctive or other equitable relief, including in relation to the breach of confidentiality obligations or violation of the Intellectual Property Rights set forth in these Terms of Use.

30. Waiver of Class Proceedings

Users hereby waive any right they may have to commence or participate in any class action lawsuit against TAMVOES or its Representatives, licensors or suppliers related to any claim, dispute or controversy and, where applicable, Users hereby agree to opt out of any class proceeding against TAMVOES otherwise commenced.

31. Severability

If any portion or provision of these Terms of Use shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms of Use, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law.

32. Assignment

You may not assign, in whole or in part, any of your rights or obligations under the Terms. TAMVOES may, without prior notice or consent, assign the Terms or any of its rights or obligations hereunder. You give your approval to TAMVOES for it to assign the Terms, in whole or in part, and upon such assignment the assignee shall assume all the rights and obligations of TAMVOES and TAMVOES shall be released. The Terms will inure to the benefit of TAMVOES’ successors and assigns.

33. Further Assurances

You agree to execute and deliver all such further documents and instruments and do all acts and things as TAMVOES may reasonably require to carry out the full intent and meaning of the Terms.

34. Relationship between the Parties

There is no joint venture, partnership, employment or agency relationship created between you and TAMVOES as a result of the Terms or access or use of the Platform or the TAMVOES Content.

35. Headings and Summaries

The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.

36. Notices

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to:

    450 Columbia Street W
    N2T 0A7
or by email to:
    info@tamvoes.com.
Any notice to you shall be given to the most current email address in your Account.

37. Other Rules of Interpretation

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” “is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.

38. No Waiver of Covenants

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

39. Surviving Provisions

Notwithstanding the expiration or termination of the Terms, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including, but not limited to the sections entitled: Section 1 (Understanding Our Role), Section 7 (Refunds), Section 9 (Cancellation by User), Section 10 (Cancellation by Tamvoes), Section 11 (Representations, Warranties and Covenants), Section 12 (Restricted Actions), Section 15 (Ownership and Reservation of Rights to TAMVOES Intellectual Property), Section 16 (Trademarks), Section 18 (Confidentiality), Section 19 (Right to Handle Your Data), Section 20 (User Input), Section 22 (Permission for Communication), Section 23 (Disclaimers), Section 24 (Release and Indemnification), Section 25 (Liability), Section 26 (Term and Termination), Section 28 (Governing Law), Section 29 (Dispute Resolution through Arbitration), Section 30 (Waiver of Class Proceedings) and this Section 39 (Surviving Provisions).

40. Force Majeure

Without limiting anything else in the Terms, if a default or delay by TAMVOES under the Terms is caused by, or if TAMVOES is unable to make the Platform and/or the TAMVOES Content available for, any reason or circumstances beyond the reasonable control of TAMVOES, including, but not limited to fire, flood, earthquake, elements of nature, acts of God, epidemic (whether or not declared), pandemic (whether or not declared), explosion, power failure, third party caused damage to network infrastructure, war, terrorism, cyber terrorism/warfare, revolution, civil commotion, cyber terrorism/warfare, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, TAMVOES shall not be liable for that default or delay, or inability to make the Platform and/or the TAMVOES Content available, and shall be excused from further performance of its affected obligations.

41. Entire Agreement

The Terms and anything else incorporated or referred to herein constitute the entire agreement between you and TAMVOES and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms.

42. Language

You and we have requested that the Terms and all correspondence and all documentation relating to the Terms be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.

43. Definitions

“Account” means a User’s account that was registered on our Website and created for the purposes of accessing, or permitted access to, our Platform.

“Aggregated Information” means all information derived from your use of our Platform and includes, without limitation, usage information, data and other content provided, however, such information shall not be able to reveal the identity of the User.

“Certify” means being officially recognized as possessing a certain qualification, criteria or meeting certain standards.

“Content” means any information, text, document, articles, blogs, links, reports, data, databases, tools, e-mail, code, photographs, pictures, audio, video, postings, graphics (including illustrations and animations), comments, interfaces, webpages, files, software, product names, TAMVOES names, trade-marks, logos, trade names, or other materials.

“Credentials” means Account log-in and other details which are relevant to your access to our Platform.

“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.

“Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages. F

“Intellectual Property Rights” means any rights pertaining to Intellectual Property.

“Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

“TAMVOES Content” means any Content provided by us on the Website or in provision of our Platform.

“Third Party Providers” means any an independent third party provider that may be accessible through our Platform, including any organization which is governmental or regulatory in nature.

“User(s)” means anyone who is using our Platform, whether or not the person has an Account.

“User Input” means any Content submitted or otherwise shared by a User in the course of provision of our Platform, including suggestions, modifications or other actions undertaken by User or is otherwise shared with other Users through the Website.

“Website” means (i) any website including https://TAMVOES.com and a sub-domain of any such websites, and (ii) any mobile application for such websites or any other website operated by us, in connection with our Platform provided to you.