Terms and Conditions Of Use
Last Updated November 25, 2018
These Terms and Conditions of Use (the “Terms and Conditions”) contain the terms and conditions governing access to and use of the Heart Force Medical Inc. (“Heart Force”) web site (the “Web Site”), and any services, features, tools and web applications made available through the Web Site (collectively, the “Services”). The Services may be offered in connection with Heart Force products (the “Products”). The Terms and Conditions are entered into between Heart Force Medical Inc. (“Heart Force”, “We”, “we”, “Us”, “us”, “Our” or “our”) and by you (“You”, “you”, “Your” or “your”) upon your use of the Web Site and/or any Services. These Terms and Conditions govern your access and use of the Web Site and the Services. By accessing or using the functions of the Web Site and/or accessing or using the Services, you agree to be bound by these Terms and Conditions, including any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or Services of the Web Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms and Conditions.
BY REGISTERING FOR AN ACCOUNT OR USING ANY OF THE SERVICES OR THE WEB SITE, YOU ARE SUBMITTING YOUR ACCEPTANCE TO THESE TERMS AND CONDITIONS AND ARE AGREEING TO BE BOUND BY AND BE A PARTY TO THIS BINDING CONTRACT.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR DO NOT HAVE THE AUTHORITY TO AGREE TO THEM ON BEHALF OF YOUR ORGANISATION, YOU ARE PROHIBITED FROM USING OR ACCESSING THE WEB SITE, YOU MUST NOT REGISTER FOR AN ACCOUNT WITH US AND MUST NOT USE THE SERVICES.
1. Changes to these Terms and Conditions. Heart Force may, at any time and from time to time at its sole discretion, update, revise, supplement, replace, and/or otherwise modify these Terms and Conditions and/or impose new or additional rules, policies, terms, or conditions on You with respect to use of the Services and/or the Web Site, without specific notice to you. Such updates, revisions, supplements, replacements, modifications, and additional rules, policies, terms, and conditions (collectively referred to as “Revised Terms”) will be effective immediately upon the Revised Terms being posted to the Web Site or by Heart Force otherwise communicating them to You (as the case may be). Any continued use of the Services and/or the Web Site following such posting of the Revised Terms to the Web Site or Heart Force otherwise communicating them to You, will be deemed to constitute acceptance of the Revised Terms. If we do update the Terms and Conditions and You do not agree to the Revised Terms, You must stop using the Services and the Web Site.
2. Copyright and Proprietary Rights.
4. Advertising and Promotions. The Third Party Content may include advertising or promotional material of third parties and Heart Force may in its discretion advertise Heart Force products or services or make available advertisements and promotions through the Web Site or Website Content. All such advertising and promotions are subject to availability and are made available on an “as-is” basis without warranty or representation of any kind. With respect to any third party advertising, Heart Force reserves the right to add or remove advertising to or from the Web Site and/or the Services in its discretion, for any reason or without reason, and without specific notice to you. With respect to any advertising or promotion of or relating to any product or service of Heart Force, Heart Force reserves the right to amend, modify, extend or cancel any such advertising or promotion in its discretion and without specific notice to you.
5. Limited Right to Use. You may use the Web Site and Website Content for the sole purpose of accessing and using the Web Site and Services, including in connection with the use of Heart Force’ Products. You acknowledge and agree that you will not use Heart Force proprietary information, materials or Website Content in any way whatsoever except for use of the Web Site and Services in compliance with these Terms and Conditions. The download, retention, use, publication, copying, or redistribution by you of any such Website Content is strictly prohibited, and you do not acquire ownership rights to any Website Content or Heart Force Trademarks or other materials viewed or accessed through the Web Site.
6. Submitted Content. All graphics, images, text, statements, feedback, comments or other information uploaded, posted, sent or otherwise made available or communicated by you to Heart Force through the Web Site and/or the Services (collectively, the “Submitted Content”) will forever be the property of Heart Force. YOU AGREE THAT HEART FORCE SHALL BE FREE TO USE, COMPILE, PROCESS, ADAPT, DISCLOSE, REPRODUCE, LICENSE, DISTRIBUTE AND/OR OTHERWISE EXPLOIT THE SUBMITTED CONTENT AS HEART FORCE SEES FIT IN ITS SOLE AND ABSOLUTE DISCRETION, ENTIRELY WITHOUT OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. The Submitted Content, even if designated as confidential by you, shall not, absent a separate written agreement between Heart Force and you, create any confidentiality obligation for Heart Force, and Heart Force will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Heart Force products, services or operations.
7. Account Administration.
8. User Conduct. You agree to use the Web Site, the Services or any functionality of the Web Site or Services, and your Account in a responsible manner that is in full compliance with these Terms and Conditions, and with your local laws and regulations. You shall not, and you agree not to use the Web Site or any Services to:
9. Changes to Accounts and Services.
10. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, affiliates, and all parties from whom Heart Force has licensed portions of Website Content, and their directors, officers, and employees, harmless from and against any and all liability, loss, damage, claim, cost and expense, including reasonable attorney's fees, arising out of or related to: (i) your breach of these Terms and Conditions; (ii) your use of the Web Site or the Services; (iii) any action taken by Heart Force as part of its investigation of a suspected violation of these Terms and Conditions; or (iv) your violation of any third party intellectual property or other rights in relation to your use of the Web Site or the Services. Heart Force reserves the right, subject to indemnification by you, to assume the exclusive defence and control of any matter initially subject to your defence, indemnification and hold harmless obligations herein, and you shall not in any event settle any matter without the prior written consent of Heart Force.
11. Disclaimer. THE SERVICES, THE WEB SITE, THE WEBSITE CONTENT, AND THE INFORMATION AVAILABLE FROM OR THROUGH THE WEB SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE INFORMATION HOSTED ON THE WEB SITE, THE WEBSITE CONTENT, AND THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. HEART FORCE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEB SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION AVAILABLE THROUGH THE WEB SITE OR THE SERVICES WILL BE ACCURATE OR ERROR-FREE, OR THAT THE WEB SITE, THE WEBSITE CONTENT AND/OR THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND HEART FORCE DISCLAIMS ANY LIABILITY RELATING THERETO. YOU AGREE THAT, FROM TIME TO TIME, HEART FORCE MAY TAKE DOWN OR REMOVE THE WEB SITE AND/OR SERVICES OR ANY FUNCTIONALITY THEREOF, FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES OR ANY OF THEM AT ANY TIME, WITHOUT NOTICE TO YOU.
12. Exclusions and Limitations of Liability.
15. Electronic Messages. As part of using the Web Site or Services, you may be asked whether you consent to receive commercial electronic messages from us, including, without limitation, email, push messaging or SMS messages. If you consent to receive electronic messages from us, such consent will be governed by the terms that you agreed to when you provided your consent. In addition, if you consent to receive such electronic messages, such electronic messages may be subject to text message and data rates from your telecom provider. If you consent to receive electronic messages from us and wish to no longer receive such electronic messages, you can click “unsubscribe” on any of those electronic messages, at any time.
16. Proposed Service Offerings. All descriptions of proposed services are based on assumptions subject to change and you should not rely on the availability or functionality of such proposed services until they are actually offered through the Web Site.
17. Information and Press Releases. The Web Site may contain information and/or press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in a press release or other information on the Web Site, should not be relied upon as being provided or endorsed by us
18. Governing Law. These Terms and Conditions and all matters relating to your use of the Services and the Web Site shall be governed by and construed in accordance with the laws of the Province of British Columbia (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions shall be brought solely in the courts of the Province of British Columbia.
19. Entire Agreement. These Terms and Conditions constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.
20. Limitation Period. Any cause of action by you with respect to the Web Site or the Services (and/or any information related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
21. Remedies. No remedy conferred upon or reserved in our favour under these Terms and Conditions will exclude any other remedy so conferred or reserved or existing at law or in equity but each will be cumulative and in addition to every other remedy given under these Terms and Conditions or existing at law or in equity
22. Severability. Should any part of these Terms and Conditions or the application thereof to any person or circumstances, to any extent, be held invalid or unenforceable, that portion shall be modified so as to be enforced to the fullest extent permitted at law and the remaining portions, or the application of such part to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each part of these Terms and Conditions shall be separately valid and enforceable to the fullest extent permitted by law.
23. No Agency. No agency, partnership, joint venture or franchise relationship is implied, intended or created by these Terms and Conditions, the provision of an Account, or the provision of any Services.
24. No Waiver. Our failure to enforce or insist upon strict compliance with any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision.
25. Choice of Language. The parties acknowledge that they require that these Terms and Conditions be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement.
26. Complaints. If you would like to make a complaint regarding the Services, another user, any Website Content or anything you have viewed on the Web Site, please submit an email to us at firstname.lastname@example.org with subject line that includes "Complaint". Include as much detail as possible. Please note that we are under no obligation to take any action against another user or other person unless required by law. Heart Force endeavors to answer complaint e-mails within a commercially reasonable timeframe.