|
Welcome to Healthpro Studio (referred to as “Healthpro Studio”), where affordable web design is
the name of the game. This Healthpro Studio Services
Member Agreement (the "Agreement") explains
the terms and conditions governing your use of
Healthpro Studio’s services, technology, and any
other content available on the Healthpro Studio service.
By checking the box and clicking on the ‘Continue’
button, you accept these terms and conditions
and acknowledge that the Healthpro Studio service is
subject to certain limitations set forth below.
If you do not wish to accept this agreement, do
not purchase this service. By registering and
purchasing any Healthpro Studio service, you agree to
use the Healthpro Studio service in a manner consistent
with all applicable laws and regulations and in
accordance with the terms and conditions outlined
below.
1. Services
(a) Purchasing Healthpro Studio's service entitles you
(a "Member") to all the tools, content,
and services available on the system regardless
of your use of them.
If you would like to switch Healthpro Studio services,
please contact Customer Care or apply the changes
on your own (in your "Account Summary"
in the Customer Login Area.
(b) Healthpro Studio Services and Technology: You will
be able to use the proprietary and licensed technology
inorated in the Healthpro Studio Service to build and
maintain your web site ("Member Site")
("Technology"). Healthpro Studio may offer
other tools and services that are not included
in any Healthpro Studio Service, including premium or
custom services for which an additional fee will
apply. Separate terms and conditions apply for
each Healthpro Studio Solution and will be outlined in
a separate agreement.
2. Payment Terms
(a) For access to and use of any Healthpro Studio Service,
you agree to pay all fees and charges specified
in the Healthpro Studio Service fee schedule. All fees
are due immediately and are non-refundable. Healthpro Studio asks that you provide us with your credit
card information for payment, and all charges
you incur for use of the Healthpro Studio Service will
be charged to the credit card number you provide.
If Healthpro Studio does not receive payment from the
card issuer, you agree to pay Healthpro Studio all amounts
due upon demand. Healthpro Studio may take commercially
reasonable actions to validate your credit card
and collect all payments due. You agree to pay
all attorney and collection fees arising from
any efforts to collect any past due amounts from
you to the extent allowed by law. You understand
that if Healthpro Studio does not receive timely payment
of all amounts due for any Solution you purchase,
your use of any Healthpro Studio Service or Solution
may be severely restricted or terminated at Healthpro Studio's sole discretion. This includes any Information
you provide to Healthpro Studio while using any Healthpro Studio
Service or Solution.
THE FEE FOR ANY Healthpro Studio SERVICE IS NONREFUNDABLE.
Healthpro Studio WILL NOT REFUND ANY FEES PAID BY YOU
IF YOU TERMINATE YOUR AGREEMENT WITH US.
(b) Healthpro Studio reserves the right at its sole
discretion and as it deems appropriate to add
or remove certain services it offers and change
its fees for any services in accordance with Section
4.
(c) You agree to notify Healthpro Studio immediately
if you suspect unauthorized use of the Healthpro Studio
Service, your credit card, or your password. Under
the Fair Credit Billing Act, your credit card
provider cannot hold you liable for more than
$50 of fraudulent charges. Subject to the following,
if your credit card provider holds you liable
for any of this $50, Healthpro Studio will cover your
entire liability up to the full $50. Healthpro Studio
will cover this liability only if the unauthorized
use of your credit card is solely a result of
a negligent act or omission by Healthpro Studio, and
only for purchases made at Healthpro Studio while using
the secure server. In the event of an unauthorized
use of your credit card, you must notify your
credit card provider in accordance with its reporting
rules and procedures.
(d) You agree to pay any taxes, including personal
property taxes or sales taxes (GST for Canadian
Customers), resulting from your use of the Healthpro Studio Services. You agree to pay all attorney
and collection fees arising from our efforts to
collect any past due amounts from you to the extent
allowed by law.
3. Restrictions and Description of Prohibited
Acts
(a) You may not use the Healthpro Studio Service or
Healthpro Studio Solution, the selection of a web address
for your Member Site, the Technology, or the Member
Site to, including, but not limited to:
(i) display material containing pornographic
material or adult paraphernalia of any kind, whether
viewable by the general public or hidden in password
protected areas
(ii) provide material that is grossly offensive
to the Healthpro Studio online community, including blatant
expressions of bigotry, prejudice, racism, hatred,
or profanity, or post any obscene, lewd, lascivious,
filthy, excessively violent, harassing, or otherwise
objectionable content
(iii) sell or promote any products or services
that are unlawful in the location at which the
content is posted or received
(iv) access illegally or without authorization
any computers, accounts, or networks of Healthpro Studio
or any Healthpro Studio Member, or attempt to penetrate
Healthpro Studio's security measures ("hacking"),
or conduct a port scan, stealth scan, or other
information-gathering activity the intent of which
is to gather information to be used to attempt
a system penetration; or upload to Healthpro Studio,
send through Healthpro Studio, or have Healthpro Studio host
or distribute any Internet viruses, worms, Trojan
horses, other harmful code, pinging, flooding,
mail bombing, or denial-of-service attacks; or
disrupt the use of or interfere with the ability
of others to effectively use an Healthpro Studio Service
or any connected network, system, service, or
equipment
(v) display material that exploits, or otherwise
exploit, children under 18 years of age
(vi) post any content or otherwise infringe in
any way or violate any copyright, patent, trademark,
service mark, trade name, trade secret, or other
intellectual property right of any third party
(vii) promote, solicit, or participate in pyramid
schemes
(viii) post any content that holds Healthpro Studio up
to public scorn or ridicule
(ix) engage in any libellous, defamatory, scandalous,
threatening, or harassing activity
(x) post or disclose any personally identifying
information or private information about children
or any third parties without their consent (or
their parents' consent, in case of a minor)
(xi) post any content that advocates, promotes,
or otherwise encourages violence against any governments,
organizations, groups, or individuals or that
provides instruction, information, or assistance
in causing or carrying out such violence.
(xii) post any information, images or content
that Healthpro Studio (in its sole discretion) deems
immoral or unfit for general public consumption.
(b) You agree that without the express consent
of Healthpro Studio (and showing proof of the appropriate
licenses where necessary or appropriate), you
will never provide, sell, or offer to sell the
following products or content (or services related
to the same) on the Member Site you create: pharmaceutical
or any other controlled substances; illegal drugs;
illegal drug contraband; alcohol; firearms; weapons;
pirated computer programs; pornography or illicitly
pornographic sexual products; adult paraphernalia;
programs to "nuke" or create attacks
against another individual or an Internet service
provider; illegal goods; escort services; instructions
on how to assemble or otherwise make bombs, grenades,
or other weapons; information used to circumvent
manufacturer-installed copy-protect devices; or
computer software viruses or software designed
to create a virus.
(c) You also agree that you will never promote
or provide instructional information about: illegal
activities, activities that can lead to physical
harm to any group or individual, or any activities
that lead to cruelty to animals. You may not use
the Healthpro Studio Service, Technology, or Member Site
in any high-risk activities where damage or injury
to persons, property, environment, or business
may result if an error occurs. YOU EXPRESSLY ASSUME
ALL RISK FOR SUCH USE.
(d) Unless Healthpro Studio offers a service to conduct
any of the following, you agree that you will
never conduct the following types of activities
on the Member Site: gambling; sweepstakes; raffles;
lotteries; contests, pyramid, or Ponzi schemes;
and/or unsolicited commercial Email (spam).
(e) You agree that you will not (and you will
not allow any third party to) partake in the following
actions: reverse engineering, reverse compiling
or otherwise deriving the underlying source code
or structure or sequence of any Healthpro Studio Service,
Healthpro Studio Solution, or any Technology; individual
passwording of Member Sites (or pages contained
therein); deleting or altering author attributes
or copyright notices, unless expressly permitted
in writing by the author or owner; and/or fail
to obtain all required permissions when using
an Healthpro Studio Service, Healthpro Studio Solution, or Technology
to receive, upload, download, display, distribute,
or execute programs or perform other works protected
by intellectual-property laws, including copyright
and patent laws.
(f) You agree and acknowledge that at all times,
Healthpro Studio retains all rights to the graphical
design of the website or template used by you
as a paying customer. Images are licensed royalty-free
images that Healthpro Studio does not sell, sublicense
or offer for lease to any customers before, during
or after their time with Healthpro Studio as a customer.
4. Changes to the Terms and Conditions
Healthpro Studio may at any time, with notice of not
less than thirty (30) days, change its fees and
change the terms of this Agreement. Except for
the addition of new tools and services, Healthpro Studio
will also give reasonable notice before any modification
of the then-current Healthpro Studio Service that could
change your Member Site. Healthpro Studio will announce
changes to our fees and charges by posting them
in the Home section of our service (first page
once a customer logs into to Client Area). Healthpro Studio may, at its discretion, supplement such
notice by sending you an email or by putting a
popup notice on your screen when you access the
Healthpro Studio Service, or by sending you a letter.
If you find any change to be unacceptable, you
are free to terminate this greement by following
the steps described in Section 8.
5. Healthpro Studio Signature
Healthpro Studio relies on the ongoing support of its
customers to help fund the services it offers
its Members. Accordingly, Healthpro Studio reserves the
right to include its signature in text ("online
website builder: Healthpro Studio ") at the bottom
of each web page Healthpro Studio hosts. This will be
unobtrusive so as not to detract or in any way
distract our customers’ web site visitors.
6. Information About You and Your Business
(a) Healthpro Studio is committed to protecting your
privacy. Healthpro Studio will never sell personally
identifiable information about you or your business
to any third party without first receiving your
permission, and all uses of any personally identifiable
information about you or your business will be
subject to our Privacy Policy.
(b) In order to protect you, Healthpro Studio uses state-of-the-art
technology to protect your data from unauthorized
third parties. Currently Healthpro Studio uses Secure
Sockets Layer (SSL) software to protect your data
and secure your transactions. SSL encrypts or
"scrambles" all your personal information,
including your credit card number, name, and address,
as it is transmitted over the Internet. For more
details, please visit Security.
7. Healthpro Studio Rights
(a) Member Site Content Changes. Healthpro Studio reserves
the right to make changes to Member Site upon
written request by you to Customer Care to do
so, such as through email, or upon breach of any
of the provisions of this Agreement by providing
you notice of such breach and reasonable time,
determined by Healthpro Studio at its sole discretion,
to rectify the infringing content. If after such
time has expired the Member Site does not conform
to Healthpro Studio's satisfaction, Healthpro Studio may make
changes to the content of Member Site to bring
it to compliance with this Agreement. Member agrees
not to hold Healthpro Studio liable for any foreseeable,
unforeseeable, direct, or indirect consequences
that may result from changes made by Customer
Support to Member Site in response to Member request
to do so or in response to a Member Site that
breaches this Agreement. Healthpro Studio's decisions
are final and binding. Notwithstanding the above,
Healthpro Studio also reserves the right to discontinue
the provision of any or all aspects of the Healthpro Studio Service or any Healthpro Studio Solution to any
Member for any breach of this Agreement.
(b) Communications. You will receive a confirmation
email from us at the time of registration. Once
registered, you can set your email subscription
preferences by clicking on the My Account link
in the upper right corner of the Service, then
choosing the Email Subscriptions link. If you
choose to receive Member communications, you may
choose to change your email preferences at any
time by following the instructions above. Healthpro Studio
reserves the right to communicate with all Members
regardless of their email subscriptions in the
event that important messages need to be communicated
to Members, including, but not limited to, service
outages, material changes or modifications to
the service, and notice of changes to this Agreement.
8. Term/Termination
(a) Term.
This agreement shall be effective upon when you
click on the Continue button until terminated
in accordance with the provisions below.
(b) Termination by Healthpro Studio.
(i) Healthpro Studio may at any time without notice
to you discontinue any or all aspects of the Healthpro Studio Service or restrict your use of the Healthpro Studio Service in whole or in part for any breach
of this Agreement by you; or if Healthpro Studio determines
in its sole and exclusive judgment that terminating
your use of the Healthpro Studio Service is necessary
for security reasons or for proper continued operation
of the Healthpro Studio Service; or your use of the Healthpro Studio Service, Healthpro Studio Solution, or Technology
is not for legitimate business purposes, or your
use of the Healthpro Studio Service violates any laws
or regulation; or if Healthpro Studio receives information
that the Healthpro Studio Service or your use of the
Healthpro Studio Service (or any part thereof) may violate
any third-party right.
(ii) Healthpro Studio may at any time, with thirty (30)
days notice to you, modify or discontinue any
or all aspects of the Healthpro Studio Service.
(iii) Healthpro Studio may at any time, with ten (10)
days notice to you, modify or discontinue any
or all aspects of the Healthpro Studio Service or any
Healthpro Studio Solution, if the credit card number
you provide Healthpro Studio expires, or if Healthpro Studio
is unable to charge valid charges to that credit
card number, or if you otherwise fail to make
payments due to Healthpro Studio hereunder.
(iv) Upon termination of this Agreement, all rights
granted to you under this Agreement shall terminate
immediately. If Healthpro Studio terminates this Agreement
or suspends your access to the Healthpro Studio Service,
you will remain liable for the full charge for
the period during which we terminate or suspend
your Healthpro Studio Service. Following such termination
or suspension, you agree not to reregister for
or otherwise access the Healthpro Studio Services without
Healthpro Studio's prior written approval. Healthpro Studio
reserves the right to delete any data files associated
with your use of the Healthpro Studio Service upon termination
of this Agreement.
(v) In the event that a charge back occurs on
your credit card which is your responsibility
(for example, insufficient funds) then you agree
to cover the $25 US charge. If the error is as
a result of Healthpro Studio’s mistake, no charge
back fee will apply.
(c) Termination by You.
You may cancel your Healthpro Studio Service at any time.
To cancel, you must submit a written request to
Customer Care at least five (5) business days
before the beginning of your next billing period.
If your notice to Healthpro Studio is within this five
(5) business-day period before the beginning of
your next billing period, you will be charged
for the subsequent billing period, and the cancellation
will take effect for the following billing period.
Any cancellations that occur after the monthly
payment is withdrawn from your credit card are
non-refundable and are not pro-rated.
Effects of Cancellation
If you cancel your Healthpro Studio Service, then as
of the end of the applicable billing period, you
will no longer have access to any of the tools
and services included in the service, therefore:
(i) Healthpro Studio will no longer host your web site,
and all of your Information will be deleted
(ii) you will no longer have access to any site
building services, communication tools, or reports
(iii) you will no longer have access to your Web
Mail, and any files, emails, attachments, email
addresses, and any other information or content
included in your Web Mail account will be deleted
(iv) you will have no rights to the graphics or
design Healthpro Studio has provided once cancellation
is in effect (i.e.: design and graphics are the
sole property of Healthpro Studio).
Healthpro Studio IS NOT RESPONSIBLE FOR THE DELETION
OF ANY FILE, ATTACHMENT, INFORMATION, CONTENT,
OR ANY OTHER CONSEQUENCE OF YOUR DECISION TO CANCEL
THIS SERVICE.
9. Indemnification
You agree to indemnify Healthpro Studio and hold Healthpro Studio harmless against any and all liabilities,
cost, and expenses, including reasonable attorney's
fees related to or arising from:
(i) your use of the Healthpro Studio Service in a way
that is prohibited or restricted under this agreement
(ii) infringement of any copyright, trademark,
intellectual property, or other right or patent
by any material you post or use on your Member
Site
(iii) any breach by you of this Agreement; and/or
(iv) any indecent, obscene, or libellous material
posted on your Member Site.
10. Reporting Violations
Healthpro Studio does not routinely monitor the content
of Member Sites but will investigate complaints
of a violation of third-party rights. Violations
or infringement of a third-party copyright, other
intellectual property right, or other right will
be dealt with in accordance with the Healthpro Studio
policy.
11. Proprietary Rights
As between the parties, Healthpro Studio acknowledges
that it claims no proprietary rights in your Information
or any intellectual property right contained therein.
As between the parties, you acknowledge and agree
that Healthpro Studio and its licensors own all right,
title, and interest in:
(a) the Healthpro Studio Service or any Healthpro Studio Solution
(b) the Technology available on the Healthpro Studio
Service or Healthpro Studio Solution
(c) and all content, including but not limited
to text, software, music, sound, photographs,
video, graphics, or other material contained or
maintained on the Healthpro Studio Service or Healthpro Studio
Solution (collectively "Healthpro Studio Content"),
excluding all Member Information.
In addition, you agree that the Healthpro Studio Content
and Technology available on the Healthpro Studio Service
or any Healthpro Studio Solution is protected by Canadian,
U.S. and international copyrights, trademarks,
service marks, patents, or other proprietary rights
and laws; therefore, you are permitted to use
this Healthpro Studio Content and Technology only as
expressly authorized by Healthpro Studio. You also understand
and agree that the compilation, collection, selection,
arrangement, assembly, and coordination of all
Healthpro Studio Content available on the Healthpro Studio Service
or Healthpro Studio Solution is the exclusive property
of Healthpro Studio and its licensors and protected by
U.S. and international copyright laws. You agree
that, except as expressly authorized by Healthpro Studio,
all the Healthpro Studio Content and Technology available
on the Healthpro Studio Service or Healthpro Studio Solution
may be used by you only for your internal business
and data-gathering purposes. You may not make,
use, sell, copy, reproduce, distribute, transmit,
or create derivative works from this Healthpro Studio
Content or Technology without expressly being
authorized to do so by Healthpro Studio.
12. Trademarks
Healthpro Studio (TM), what the web can be (TM), Healthpro Studio solutions (TM) and other pending and/or
registered trademarks and service marks, and other
graphics, logos, and service names used by Healthpro Studio on the Healthpro Studio Service or Healthpro Studio Solutions
to identify the products or services of Healthpro Studio
(collectively the "Healthpro Studio Trademarks")
are the trademarks of Healthpro Studio. You agree not
to use the Healthpro Studio Trademarks in connection
with your products or services or any third-party
products or services or in any manner that disparages
or discredits Healthpro Studio. All other brands and
names (including third-party product names) used
on the Healthpro Studio Service are the property of their
respective owners.
13. Limitation on Liability
(a) YOU ARE SOLELY RESPONSIBLE FOR THE PROPER
CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS
UNDER YOUR CONTROL. REGARDLESS OF THE TYPE OF
CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU
AGREE THAT IN NO EVENT WILL Healthpro Studio, OUR AFFILIATES,
CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,
OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING,
PRODUCING, OR DELIVERING THE Healthpro Studio SERVICE,
TECHNOLOGY, OR CONTENT AVAILABLE ON THE Healthpro Studio
SERVICE ("Healthpro Studio AFFILIATES"), BE
LIABLE TO YOU IN ANY MANNER WHATSOEVER:
(I) FOR ANY DECISION MADE OR ACTION OR NONACTION
TAKEN BY YOU IN RELIANCE UPON THE INFORMATION
PROVIDED THROUGH THE Healthpro Studio SERVICE
(II) FOR LOSS OR INACCURACY OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR
TECHNOLOGY
(III) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED
TO LOSS OF REVENUES AND LOSS OF PROFITS, EVEN
IF Healthpro Studio HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
(b) THE AGGREGATE LIABILITY OF Healthpro Studio AND
THE Healthpro Studio AFFILIATES ARISING FROM OR RELATING
TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION
OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID
TO Healthpro Studio DURING THE TERM OF THIS AGREEMENT
FOR ANY Healthpro Studio SERVICE, Healthpro Studio SOLUTION,
OR TECHNOLOGY.
(c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES; IN THOSE JURISDICTIONS OUR LIABILITY
SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
(d) IN NO EVENT IS Healthpro Studio OR ANY Healthpro Studio
AFFILIATE LIABLE FOR ANY DAMAGES ARISING FROM
YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES
IN CONNECTION WITH THIS AGREEMENT, OR ARISING
FROM ANY CAUSE BEYOND Healthpro Studio'S CONTROL.
(e) THIS SECTION APPLIES TO ALL CLAIMS BY YOU
IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING
YOUR CLAIM, INCLUDING BUT NOT LIMITED TO BREACH
OF CONTRACT (EVEN IF IN THE NATURE OF A BREACH
OF CONDITION OR A FUNDAMENTAL TERM OR A FUNDAMENTAL
BREACH), OR TORT, INCLUDING BUT NOT LIMITED TO
NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION,
AND/OR OTHERWISE.
14. Warranties/Disclaimers
Once you publish your site, you can expect 99
percent availability in any calendar month, excluding
scheduled maintenance or outages beyond our control
or other third-party service provider outages.
Your published site is available when end users
are able to download your homepage from Healthpro Studio.
If, for some reason beyond our control, the Healthpro Studio service in unavailable to you and your
customers for less than 80% of the time (calendar
month), Healthpro Studio will provide a refund for the
affected month. You acknowledge that in no way
will Healthpro Studio be held financially responsible
for any loss of business / service as a result
of downtime of your web site or the improper functioning
of it. Please report any technical problems to
Customer Care.
Once an Healthpro Studio refund is given (for affected
calendar month), it will be applied to your next
billing cycle. If a credit is necessary, you will
receive the appropriate credit within 6 to 8 weeks
of the end of the month in which the Performance
Guarantee was breached. In no event will Healthpro Studio
refund any portion of the package service fee.
Availability shall be calculated solely by Healthpro Studio. This Performance Guarantee does not apply
to any technology offered to you in a "preview"
or "beta" mode.
The remedy stated above is your sole remedy for
any breach of the Performance Guarantee.
(a) THE OPINIONS AND VIEWS EXPRESSED IN ANY MEMBER
SITE DO NOT REFLECT THOSE OF Healthpro Studio, AND Healthpro Studio DOES NOT REVIEW, VERIFY, ENDORSE, OR OTHERWISE
VOUCH FOR THE CONTENT OR LEGITIMACY OF ANY MEMBER
SITES. Healthpro Studio IS NOT RESPONSIBLE FOR THE CONTENT
OF ANY MEMBER PAGE. MEMBERS ARE SOLELY RESPONSIBLE
FOR EVERYTHING CONTAINED IN THEIR OWN MEMBER SITE.
MEMBERS MAY BE HELD LEGALLY LIABLE FOR THE CONTENTS
OF THEIR MEMBER SITE AND MAY BE HELD LEGALLY ACCOUNTABLE
IF THEIR MEMBER SITE INCLUDES, FOR EXAMPLE, ANY
DEFAMATORY COMMENTS OR MATERIAL PROTECTED BY COPYRIGHT,
TRADEMARK, PATENT, OR TRADE SECRET OR OTHER LAWS
WITHOUT THE EXPRESS PERMISSION OF THE AUTHOR OR
OWNER.
(b) Healthpro Studio IS NOT RESPONSIBLE FOR THE DELIVERY
OR QUALITY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED
THROUGH THE Healthpro Studio NETWORK OR THROUGH ANY Healthpro Studio AFFILIATE PROGRAM OR THROUGH THE MEMBER
SITES.
(c) EXCEPT FOR 14(a), ALL Healthpro Studio SERVICE,
CONTENT, AND TECHNOLOGY PROVIDED IN ASSOCIATION
WITH THE Healthpro Studio SERVICE ARE PROVIDED "AS
IS" WITHOUT WARRANTIES OF ANY KIND. TO THE
FULL EXTENT PERMISSIBLE BY APPLICABLE LAW AND
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER
Healthpro Studio NOR Healthpro Studio'S LICENSORS MAKE ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO
THE Healthpro Studio SERVICE, CONTENT, TECHNOLOGY, OR
PRODUCTS THAT Healthpro Studio OR ITS LICENSORS OR ANY
OTHER THIRD PARTY PROVIDES, AND Healthpro Studio AND
ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED AND
EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH
RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING,
NO WARRANTY IS GIVEN THAT THE Healthpro Studio SERVICE
OR TECHNOLOGY IS ERROR-FREE. Healthpro Studio AND ITS
LICENSORS DISCLAIM ANY WARRANTY OF TITLE OR ANY
OTHER WARRANTIES FOR ANY THIRD PARTY'S OFFERING(S)
OR PRODUCT(S).
(d) Healthpro Studio DOES NOT GUARANTEE THAT ITS SECURITY
PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION
OF, OR IMPROPER ACCESS TO YOUR INFORMATION. Healthpro Studio AND ITS LICENSORS ARE NOT RESPONSIBLE FOR
INVALID DESTINATIONS AND TRANSMISSION ERRORS IN,
CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION
CARRIED OVER INTEREXCHANGE CARRIERS', LOCAL EXCHANGE
CARRIERS', OR OTHER PROVIDERS' FACILITIES.
(e) THE DOCUMENTS AND GRAPHICS APPEARING ON THE
Healthpro Studio SERVICE MAY INCLUDE TECHNICAL INACCURACIES,
TYPOGRAPHICAL ERRORS, AND OUT-OF-DATE INFORMATION;
THEREFORE YOU EXPRESSLY ASSUME ALL RISK FOR SUCH
USE OF THE Healthpro Studio SERVICE, Healthpro Studio SOLUTION,
OR TECHNOLOGY.
(f) Healthpro Studio MAY PROVIDE LINKS TO OTHER WEB
SITES OR RESOURCES. YOU ACKNOWLEDGE AND AGREE
THAT Healthpro Studio IS NOT RESPONSIBLE FOR THE AVAILABILITY
OF SUCH EXTERNAL SITES OR RESOURCES, AND DOES
NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR
ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS
ON OR AVAILABLE FROM SUCH SITES OR RESOURCES.
YOU ALSO AGREE THAT Healthpro Studio 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 USE OF OR RELIANCE ON ANY SUCH
CONTENT, GOODS, OR SERVICES AVAILABLE ON SUCH
EXTERNAL THIRD-PARTY SITES.
(g) Healthpro Studio makes no warranty, pledge or guarantee
as to the effect of Search Engine Marketing or
Positioning on your business results.
15. Miscellaneous
(a) This Agreement shall be governed by and construed
in accordance with U.S. federal laws, excluding
its conflict-of-law provisions. The application
of the United Nations Convention on Contracts
for the International Sale of Goods is expressly
excluded. Any law or regulation that provides
that the language of a contract shall be construed
against the drafter shall not apply to this Agreement.
You agree to submit to the exclusive jurisdiction
of the federal and provincial courts of the province
of Ontario, which are located in Toronto, ON.
If local laws prohibit your participation in any
part of the Healthpro Studio Service, or use of them,
then you are responsible for complying with such
laws and the terms of this Agreement.
(b) Any and all disputes between you and Healthpro Studio
will be settled by arbitration in Toronto, ON,
in accordance with the provincial regulations
then in force, and you agree that all negotiations,
discussions, and settlements shall be subject
to obligations of confidentiality and shall not
be disclosed to any third party.
(c) If any provision(s) of this Agreement is
held to be contrary to law, then such provision(s)
shall be construed, as nearly as possible, to
reflect the intentions of the parties with the
other provisions remaining in full force and effect.
(d) All notices to you shall be in writing and
shall be made either via email or conventional
mail, or by posting such notices on the Healthpro Studio
Service. Healthpro Studio may broadcast notices or messages
through the Healthpro Studio Service to inform you of
changes to this Agreement, the Healthpro Studio Service,
or other matters of importance; such broadcasts
shall constitute notice to you. All notices to
Healthpro Studio from you must be made in writing via
our Customer Care form.
(e) Healthpro Studio's failure to exercise or enforce
any right or provision of this Agreement shall
not constitute a waiver of such right or provision
unless acknowledged and agreed to by Healthpro Studio
in writing.
(f) Except in the event that you purchase any
Healthpro Studio Solution, this Agreement comprises the
entire agreement between you and Healthpro Studio and
supersedes all prior agreements between the parties
regarding the subject matter contained herein.
Should you choose to purchase any Healthpro Studio Solution,
you will be bound by all terms and conditions
relating to the provision of such Healthpro Studio Solution.
(g) Your membership in the Healthpro Studio Service
and any of your rights hereunder may not be assigned
or transferred to any third party. Healthpro Studio reserves
the right to assign this agreement to any third
party that acquires all or substantially all of
its relevant business or assets.
(h) The section titles in this Agreement are
solely used for the convenience of the parties
and have no legal or contractual significance.
(i) You represent and warrant that you are over
the age of 18 years, have read this Agreement,
and agree to be bound by its terms and conditions.
|
