Krossee User Agreement.

Krossee User Agreement. These Terms and Conditions, together with the Krossee Privacy Policy incorporated by reference, govern your access to and use of the Krossee platform. By accessing or using the platform you agree to be bound by this Agreement.

1.Definitions

As used in this Agreement:

2.Software

2.1License to the Software

Subject to You complying with each term of this Agreement, Krossee hereby grants to You a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Software to access the Krossee platform in accordance with this Agreement solely for personal reasons and not for resale or to provide services to third parties.

2.2No Sharing

Other than caregivers properly authorized by You, Your access to the Software cannot be shared with anyone. You will maintain a single user account represented by Your Email Address on the Krossee platform. You will only use the Software and access the Krossee platform under this single identity and will not share Your password with any other person or permit another person to interact with the Software using Your account information or password, other than in the case of caregivers properly authorized by You.

2.3Software

Krossee shall use commercially reasonable efforts to (a) maintain the security of the Software; and (b) make the Software available in accordance with this Agreement. The Software will be unavailable from time to time for regularly scheduled and other maintenance and updates. Krossee does not guarantee any uptime, speed or availability of the Software or the Krossee platform to You and specifically denies any responsibility or liability for any loss, damages or claim arising out of, or related to, any unavailability or speed of the software (or part thereof) at any time. Krossee may change, suspend or discontinue any aspect of the Krossee platform or Software at any time without notice or liability.

2.4Communication Software — Not Advice

You acknowledge and agree that Krossee’s activities under this Agreement are limited only to providing technology to facilitate communication between you and Provider and agree that Krossee only provides the Software.

3.Your Use of the Software

3.1Access and Security Guidelines

You will use Your real name and Your own valid Email Address and create Your own password to use in association with Your Email Address for access to and use of the Software and the Krossee platform. You are solely responsible for ensuring the security and confidentiality of Your password. You shall not share Your password with anyone at any time other than as permitted under Section 2.2. You will prevent unauthorized access to or use of the Software or the Krossee platform and will notify Krossee promptly of any such unauthorized use. You are responsible for the use of the Software and the Krossee platform by You or any other person using Your password.

The Krossee platform offers two-factor authentication. If You elect to enable two-factor authentication, Krossee will provide you with a random code that allows You to access Your account, typically sent to Your cellular mobile device via SMS. Whether or not You elect to enable two-factor authentication, it is Your responsibility to ensure that Your account password is of sufficient strength and is changed regularly to prevent unauthorized access. You shall ensure that the User System is secure and uses an up-to-date commercially available anti-virus and security software. Krossee has no responsibility whatsoever for any User System.

You will not use Your access to the Krossee platform to: (a) harvest, collect, gather or assemble information or data regarding the Krossee platform or information or data of other Users without their consent; (b) access, modify or copy any data or information of the Krossee platform or other Users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Krossee platform or the data contained therein; or (d) harass or interfere with another User’s use and enjoyment of the Krossee platform. You will, at all times, comply with all local, provincial/territorial and federal laws of Canada when using the Software and accessing the Krossee platform. Krossee makes no representations that the Software or Krossee platform is appropriate, legal or available for use in jurisdictions other than Canada. Those who access or use the Software and Krossee platform from other jurisdictions do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and international).

3.2Your Data

You are solely responsible for Your Data that you provide and You will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Krossee may take any remedial action if Your Data violates this Section 3.2; however, Krossee is under no obligation to review any data, information, content or material on the Krossee platform for accuracy or potential liability.

In accordance with its Krossee User Privacy Policy and Applicable Laws and subject to Krossee’s rights under this Agreement, Krossee will securely store Personal Information in Canada and dispose of it once it is no longer required for the purposes of this Agreement. Personal Information, such as email addresses, may be stored outside of Canada where Krossee engages service providers that are located outside of Canada for the purposes outlined in the Krossee User Privacy Policy.

3.3Use Restrictions

You are responsible for all activities that occur under Your account. You will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the Software or the Krossee platform; (b) interfere in any manner with the operation of the Software or the Krossee platform or the hardware and network used to operate the Software; (c) transfer any of your rights under this Agreement, use the Software or access the Krossee platform for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Software or the Krossee platform; (e) otherwise use the Software or access the Krossee platform in any manner that exceeds the scope of use permitted under Section 2.1; (f) use the Software or access the Krossee platform in any way that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the Software or access the Krossee platform in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the Software or access the Krossee platform in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the Software or access the Krossee platform in any way that discloses Personal Information about another person, unless permitted by this Agreement, or that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity; (j) use the Software or access the Krossee platform in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use the Software or access the Krossee platform in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files into the Software or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (l) use the Software or access the Krossee platform in any way that, in the sole judgment of Krossee, is objectionable or which restricts or inhibits any other person from using or enjoying the Krossee platform or which may expose Krossee or its Users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the Krossee platform.

3.4No Competitive Use

You may not subscribe for, use or access the Software if You are (or are engaged by) a competitor of Krossee, except with Krossee’s prior written consent. In addition, You may not subscribe for, use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

3.5Suspension or Cancellation of Your Use

In addition to any other right or remedy that Krossee may have under this Agreement or at law, Krossee may terminate or suspend (partially or completely) Your access and use of the Software without prior notice for any reason, but Krossee will confirm such termination or suspension by subsequent notice to You. You are responsible for any claims, fees, fines, penalties and other liability incurred by us or others caused by your use of the Krossee platform.

3.6Consent

You hereby grant to and consent to Krossee collecting, using, storing and disclosing your Personal Information in accordance with the Krossee User Privacy Policy.

3.7Examples of Services We Need Your Consent For

As examples only, the consent in Section 3.6 allows Krossee on its own behalf and on behalf of Your Provider to use and disclose Your Data when providing the Services: (a) to a Provider or Assigned Organization to schedule a visit with, send a message to, share a file with, or otherwise communicate with additional Providers and to send any appropriate records to these additional Providers on your behalf; (b) to Krossee, Providers or Assigned Organizations to ensure that Your data is stored on record systems in use in the applicable jurisdiction; (c) to Providers or Assigned Organizations to conduct administration of billing, such as through government operated plans or private insurers; (d) to other Providers involved in the provision of services to You; and (e) if the disclosure is required by law, such as to law enforcement agencies in certain circumstances, to comply with a subpoena or court order, or for other statutory or legal purposes.

3.8Content

Krossee does not represent or guarantee the truthfulness, accuracy or reliability of, and Krossee takes no responsibility and assumes no liability for, any content posted, stored or uploaded by You, any user of the Krossee platform, any Provider or any third party on, in or to the Krossee platform, or for any loss or damage arising therefrom, nor is Krossee liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. YOUR USE OF THE KROSSEE PLATFORM IS AT YOUR OWN RISK OF BEING EXPOSED TO SUCH MATERIAL.

4.Your Warranties and Promises to Krossee

4.1Your Warranties

You hereby represent and warrant to Krossee now and at all times during your access and use of the Software and the Krossee platform, and Krossee is relying on Your representations and warranties in allowing You to use and access the Software and the Krossee platform, that: (i) you are a resident of a jurisdiction in which the Software and the Krossee platform, and your use of the Software and the Krossee platform is not contrary to Applicable Laws; (ii) any information that You provide at any time to Krossee is true, accurate, and complete; (iii) You have all necessary rights to provide any of Your Data, or any other information, data, materials or content to Krossee for the purposes described in this Agreement; (iv) at all times during this Agreement, You shall not communicate with any Provider that is not in compliance with all Applicable Laws (local, domestic or foreign); and (v) You agree to hold Krossee’s Confidential Information in strict confidence and not to use such Confidential Information for any purpose except as expressly permitted hereunder.

4.2Security Vulnerability

In order to maintain the security of the Software, You must not disclose any security vulnerability to any person except Krossee. Immediately upon discovering any issue or problem that may pose a risk to the security or use of the Krossee platform or to any data stored within the Software, you must notify us by contacting krossee-info@krossee.com.

5.Ownership

5.1Krossee and Technology

Krossee exclusively owns and retains all right, title and interest in and to the Software and the Krossee platform and all software, materials, formats, interfaces, information, text, data, graphics, images, video, logos, icons, audio, content, computer code, Krossee’s Confidential Information, and Krossee proprietary information and technology used by Krossee or provided to You in connection with the Krossee platform and any compilation thereof (the “Krossee Technology”). “Krossee,” the Krossee logo, and other Krossee logos and product and service names are or may be trademarks of Krossee (the “Krossee Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the Krossee Marks, whether or not registered, in any manner. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Krossee Technology on any copy you make of the Krossee Technology. The Krossee Technology is protected by intellectual property rights under the laws of Canada and other countries, including copyright and trademark laws and are owned by or licensed to Krossee. Other than as expressly licensed to You in this Agreement, no license or other rights in the Krossee Technology are granted to You, and all such rights are hereby expressly reserved by Krossee. Krossee shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the Software.

5.2Your Data

You retain all ownership in and to Your Data. You are solely responsible for maintaining the accuracy of the data within Your control. You grant to Krossee, Providers and Assigned Organizations all necessary licenses in and to Your Data as necessary for Krossee, Providers and Assigned Organizations to provide the Software and Services to You and as otherwise described in Sections 3.6 and 3.7.

5.3Anonymous / Aggregated Data

Notwithstanding Section 5.2 or any other term of this Agreement, during the term of this Agreement and afterwards, Krossee maintains sole ownership to the aggregation of any Anonymized Data from within the Software and may use Anonymized Data at the sole discretion of Krossee and may transfer, convey, sell, manipulate and otherwise exploit such Anonymized Data.

6.Term and Termination

6.1Term

The term of this Agreement will commence on the date you sign up for the Software or begin to use the Krossee platform and continues until terminated in accordance with the provisions of this Agreement.

6.2Termination

You may cease using the Software at any time. Krossee may cease providing You the Software (or any portion of it) at any time without notice. Krossee may terminate this Agreement immediately, and at any time, if You violate your obligations under this Agreement. Upon the termination of this Agreement for any reason, (a) the license granted to Krossee in respect of Your Data survives for so long as Krossee is required by law to retain such information; (b) Krossee will cease providing and You will cease using the Software; and (c) Krossee will be entitled to retain and use Your Data in accordance with the terms of this Agreement, subject always to Applicable Laws. The rights and duties of the parties under Sections 4, 5, 6.2, 7, 8, 9, and 10 will survive the termination or expiration of this Agreement.

If You choose to terminate your account, you may request Your account be deactivated and Your Data be removed from the system. Krossee will deactivate your account and remove Your Data in accordance with the Krossee User Privacy Policy and Applicable Laws.

7.Warranty Disclaimer

7.1Warranty Disclaimer

Krossee makes no warranty concerning the Krossee platform or Software. ACCORDINGLY, THE SOFTWARE, THE KROSSEE PLATFORM AND ALL OTHER DATA OR MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT BY KROSSEE AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. Krossee and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of non-infringement, merchantability or fitness for a particular purpose or any implied warranties arising out of course of performance, course of dealing or usage of trade. Krossee does not warrant that the Software will be error-free, accurate, timely, uninterrupted, completely secure, or virus-free.

7.2Advice

KROSSEE DOES NOT PROVIDE ADVICE OF ANY KIND. Krossee does not endorse or recommend any Provider or Assigned Organization available through the Krossee platform, or any recommendation or product recommended by any Provider or Assigned Organization. Any and all recommendations You obtain (and any results or lack of results from following or not following such recommendations) from any Provider or Assigned Organization is the responsibility of the responsible Provider providing such recommendations, and You. Without limiting the application of any other limitation or exclusion of liability under this Agreement or at law, You hereby expressly acknowledge and agree that Krossee has no liability whatsoever however arising under any theory of law for any recommendation, result or lack of result from such recommendations obtained from any Provider or Assigned Organization.

7.3Third-Party Sites

The Software permits You to link to other websites or resources on the internet, and other websites or resources may contain links to Krossee’s websites. These other websites are not under Krossee’s control. You acknowledge that Krossee is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Krossee or any association with its operators. You further acknowledge and agree that Krossee shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

8.Indemnity

8.1By You

If any claim, action or demand is instituted against Krossee Parties (a) arising out of or relating to your use of the Krossee platform or Software (including, without limitation, any claims relating to any violation by you or a Provider of any law, regulation or order (local, domestic or foreign) in relation to the use of the Software or through the Krossee platform); or (b) alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, violates or misappropriates any intellectual property rights or other right of a third party or otherwise causes harm to a third party, You will indemnify, defend and hold harmless Krossee Parties from such action at Your own expense on behalf of Krossee Parties and shall pay all damages, fees, fines, costs or other amounts attributable to such claim, action or demand. You shall have no obligation under this Section for any claim or action that arises solely and directly out of a material breach of this Agreement by Krossee.

8.2Conditions

You may settle or compromise a claim without Krossee’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by Krossee of any obligation to You or any third party, (B) such settlement has no effect on any defense that Krossee may assert in any such claim, and (C) such settlement does not impose any condition or obligation on Krossee of any kind (including, without limitation, any financial obligation). Upon Your assumption of the defense of such claim, Krossee will cooperate with You in such defense, at Your expense, except to the extent that Krossee has any adverse or different interest than You.

9.Limitation of Liability

KROSSEE’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), THE SOFTWARE AND THE KROSSEE PLATFORM, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO KROSSEE, IF ANY, BY YOU IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. All claims that You may have against Krossee will be aggregated to satisfy this limit and multiple claims will not enlarge this limit. IN NO EVENT WILL KROSSEE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES arising out of or in connection with this Agreement (under any legal theory including claims in contract or tort), including, but not limited to, interrupted communications, lost data or lost profits, and damages that result from inconvenience, delay or loss of use of any information or data or of the Krossee platform or Software, even if Krossee has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein. Krossee does not provide advice or recommendations and does not recommend, endorse or warrant any Provider or any recommendation received or not received through use of the Krossee platform.

10.General Provisions

10.1Express Consent

By entering into this Agreement, You expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from Krossee which messages shall provide information related to the Krossee platform. If You install the Krossee platform on a mobile device, You further expressly consent to the installation of software (and any updates) required to use the Krossee platform as an application on mobile devices. You may contact Krossee at the address, phone number and email located below in order to cancel Your consent to receive electronic messages and/or software updates at any time.

10.2Publicity

Krossee may make public announcements, including but not limited to press releases and media announcements, of the existence of this Agreement, the Krossee platform and the Software.

10.3Assignment

You may not assign any rights or obligations arising under this Agreement, whether by operation of law or otherwise, without the prior written consent of Krossee. You agree that Krossee may subcontract certain aspects of the Krossee platform to qualified third parties, provided that any such subcontracting arrangement will not relieve Krossee of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the heirs, legal representatives, successors and assignees of the parties.

10.4Disputes

You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in British Columbia, Canada and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or Your use of the Software and Krossee platform. To the extent permitted by law, You agree that You will not bring a claim under this Agreement more than 12 months from when Your claim first arises.

10.5Injunctions

Notwithstanding the foregoing, if you breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to Krossee if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that Krossee shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

10.6Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to conflict of laws principles. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in British Columbia, Canada, except for applications for injunctive relief by Krossee which Krossee may bring in any jurisdiction. You hereby irrevocably submit to the jurisdiction and venue of such court in any such action or proceeding.

10.7Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, WITH RESPECT TO ANY DISPUTE WITH KROSSEE, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: YOU HEREBY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

10.8Waiver of Class Action Rights

TO THE EXTENT PERMITTED BY LAW, YOU HEREBY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

10.9Notices

Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. You may send notices to 336 – 901 3rd Street West, North Vancouver, BC V7P 3P9, +1-604-454-0138, krossee-info@krossee.com and Krossee may send any notice to You at the Email Address. Notices will be deemed to have been given upon the next full business day in the Province of British Columbia after being sent.

10.10Severability and Waiver

In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.11Enurement

All covenants, representations, warranties and agreements of the parties contained herein will be binding upon and will inure to the benefit of the parties and their respective successors, permitted assigns, legal representatives, heirs and trustees.

10.12Questions or Additional Comments

If You have questions regarding this Agreement or wish to obtain additional information, please send an email to krossee-info@krossee.com.