Please read these terms and conditions carefully. These are the Terms and Conditions governing the use of the Software and Services and the agreement between the Entity that operates between the Customer and the HapiCare These Terms and Conditions set out the rights and obligations of all users regarding the use of the HapiCare Software and Services.
This Terms of Use License Agreement (the "Agreement") is a legal agreement between you (an individual) (hereafter referred to as "Customer") and HapiCare a Canadian Corporation (hereafter referred to as the "Company") for the HapiCare.com software application and services (the "Software and Services") being provided by the company concurrently with Customer’s acknowledgement of this agreement and any information, documents, data or other materials (the "Materials") made available to Customer by HapiCare associated with the software (collectively the software and the materials are the "Software and Services"). Customer is receiving access to the Software and Service due to Customer’s employment or contract relationship with an Entity that has contracted with HapiCare (the "Subscriber") to provide the Software and Services to its employees and/or contractors. This agreement governs the Customer’s use of the Software and Services pursuant to Customer's relationship with subscriber by installing, accessing, or running the software or otherwise using the Software and Services or any component thereof or otherwise, affirmatively acknowledging the terms of this Agreement, Customer agrees to be bound by the terms of this agreement. If the Customer does not agree to all of the terms of this agreement, Customer is not authorized to access or use the software and should immediately discontinue use of the same license.
By using the Company's Software and Services, Customer acknowledges that they have read, understood, and accepted this Agreement and have the authority to act on behalf of any person or Entity or whom you are using the Software and Services, and you are deemed to have agreed to this Agreement on behalf of any Subscriber for whom the Customer uses the Software and Services.
On or from the Effective Date and during the Term, the Company agrees to provide the Software and Services in accordance with the terms of this Agreement.
The Customer agrees the Company owns or holds the applicable licenses to all proprietary technology and Intellectual Property Rights including but not limited to copyright in the Software and Services and any documentation provided with the Services by the Company to the Customer including any Customer configuration documentation.
The Company reserves the right to add, change, or remove features of the Software and Services from time to time. Where there is any material alteration to the Software and Services in accordance with this clause, the Company will provide the Customer with 30 Business Days' notice and the Customer agrees that any material alteration is at the Company's discretion.
The Parties (Company and Customer) agree that the Company:
will supply the Software and Services during the Term of the contract with the Subscriber;
does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
is not liable for any failure in, fault with or degradation of the Software and Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer environment or the facilities or services of any third party.
The Company reserves the right to refuse any request in relation to the Software and Services that it deems inappropriate, unreasonable or illegal.
The Company hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable, license to access and use the Software and Services for the sole purpose of the Customer’s individual use and the intended purpose for the Software and Services.
The Customer agrees that the Software and Services:
commences from the Effective Date or the day the Subsriber is granted access to the Software and Services by the Company, whichever occurs first;
permits the Customer to use the Software and Services in accordance with the Software and Services’ normal operating procedures; and
permits the Subscriber to provide access and use of the Software and Services to Authorized Users, as applicable.
The Customer must not access or use the Software and Services except as permitted by the Software and Licence and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with the Company’s Intellectual Property Rights in the Software and Services. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
resell, assign, transfer, distribute or provide others with access to the Software and Services;
"frame", "mirror" or serve any of the Software and Services on any web server or other computer server over the Internet or any other network;
copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Software and Services; or
alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Software and Services.
(a) Customer agrees to solely use the Software and Services for Customer’s individual use pursuant to Customer’s relationship with Subscriber, and Customer will not provide access to the Software and Services or its components to anyone else. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software and Services in any way; (ii) make copies, modify or make derivative works based upon the Software and Services; (iii) reverse engineer, decompile, disassemble, or reconfigure the Service; (iv) access the Software and Services in order to build a competitive product or service; (v) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (vi) intentionally interfere with or disrupt the integrity or performance of the Software and Services or the data contained therein.
(b) Customer is responsible for all activity occurring under Customer's user account and shall comply with all applicable laws and regulations in connection with Customer’s use of the Software and Services, including but not limited to privacy laws and export control laws and regulations. Customer shall notify the Company immediately upon becoming aware of any unauthorized use of Customer’s password or account or any other known or suspected breach of security with respect to the Software and Services.
Data means all of the information, documents and other data provided by the Customer or their Personnel to the Company, any content uploaded by the Customer or Personnel to the Company's system, or otherwise accessed by the Company in providing the Software and Services.
The Customer grants to the Company a limited license to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data: to supply the Software and Services including to enable the Subscriber, its Personnel and any Authorized Users to access and use the Software and Services;
to do analysis for the purposes of risk management, safety and security of data, analytics,
provide such Data is re-identified;
for diagnostic purposes;
to test, enhance and otherwise modify the Software and Services whether requested by the Customer or not;
to develop other Software and Services; and
as reasonably required for the performance of the Company's obligations under this Agreement.
Data Backups
Although regular backups of Data are performed, the Company does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Data that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But Customer acknowledges that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
The Customer represents and warrants that:
any and all Data supplied by the Customer or otherwise accessed by the Company through the provision of the Software and Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Data as applicable;
its Data does not breach any relevant laws, regulations or codes;
its Data does not infringe the Intellectual Property Rights of any third party;
it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the Software and Services; and
to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
The Customer acknowledges and agrees that:
any collation, conversion and analysis of Data performed as part of the Software and Services whether by the Software and Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The Company is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
The Company is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Subscriber, the Customer, or any Authorized Users; and The Company is not responsible for the integrity or existence of any Data on the Subscriber or Customer's environment, network or any device controlled by the Subscriber or Customer.
The Customer agrees to indemnify and hold the Company harmless for the corruption or loss of any Data controlled or stored by the Customer, to the extent the corruption or loss is not caused by the negligent act or omission of the Subscriber or Customer.
You may not transmit any Data that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Data is appropriate and complies with these Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. Customer agrees that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
During the Term, the Company will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
the Customer provides the Company with notice for applicable Software and Services in accordance with any applicable system and processes, as applicable; and
where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the Company all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).
The Customer is responsible for safeguarding the password that the Customer uses to access the Software and Services and for any activities or actions under Customer password, whether Your password is with the Software and Service or a Third-Party service. Customer must notify the Company immediately upon becoming aware of any breach of security or unauthorized use of Your account.
The Company must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorized access, use, copying or disclosure.
The Customer will provide all required materials as required by the Company from time to time for the Company to perform the Software and Services. The Customer must;
provide all reasonable assistance and cooperation to the Company in order to enable the Company to supply the Software and Services in an efficient and timely manner including but not limited to obtaining from Authorized Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the Company to provide the Software and Services;
use reasonable endeavors to ensure the integrity of the Data;
permit the Company and its Personnel to have reasonable access to the Customer environment for the purposes of supplying the Software and Services;
ensure that only Customer Personnel and Authorized Users will access and use the Software and Services and such use and access will be in accordance with the terms and conditions of the Software and Services; and
make necessary changes to its Customer environment that may be required to support the delivery and operation of any Software and Services.
Your privacy is very important to HapiCare For additional information regarding how HapiCare collects and uses information, please review the HapiCare.com Privacy Policy.
Updates The Company may from time-to-time, consistent with the terms of any agreement with the Subscribe or in its exclusive discretion, update the Software and Services in order to, among other things, correct errors or bugs, improve the performance of the Software and Services or increase the functionality of the Software and Services. The Customer acknowledges that such updates may change or modify certain functions or features of the Software and Services. Company shall not be liable to Customer for any specific changes to the features or functionality of the Software and Services, and Customer’s exclusive recourse if it is not satisfied with any update or improvement is to stop using the Software and Services. Subject to the terms of any agreement with Subscriber, Company may, at its option, provide such updates to Customer at no charge or require the payment of a license fee to access and use the updated Software and Services. Nothing herein shall obligate Company to provide any maintenance or support for the Software and Services and nothing herein shall be interpreted as granting Customer a right to receive any upgrades, patches, enhancements, bug fixes, new versions or new releases of the Software and Services.
Customer acknowledges and agrees that the Software and Services is being licensed to Customer, not sold, and that other than the limited license granted herein, Customer shall have no right, title or interest in or to the Software and Services. As between Company and Customer, all title, intellectual property rights, including without limitation, any patent and copyrights in and to the Software and Services, is owned by and remains with the Company.
(a) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED ABOVE THE SOFTWARE AND SERVICES IS OFFERED TO CUSTOMER “AS IS” AND WITHOUT ANY WARRANTY, GUARANTY, CONDITION, COVENANT OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY. ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ACCURACY OR OTHER ATTRIBUTES, OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE SPECIFICALLY DISCLAIMED. Customer ACKNOWLEDGES THAT HapiCare MAKES NO GUARANTEE THAT USE OF THE SOFTWARE AND SERVICES WILL ENABLE CUSTOMER TO ACHIEVE ANY SPECIFIC OUTCOMES OR ACHIEVE ANY OTHER RESULT. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE SOFTWARE AND SERVICES IS SUITABLE FOR CUSTOMER’S NEEDS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY LIABLE FOR ANY DECISIONS MADE BY CUSTOMER IN USE OR RELIANCE ON THE SOFTWARE AND SERVICES.
(b) Limitation of Liability. THE LIABILITY OF HapiCare.com OR ITS AFFILIATES ARISING UNDER THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES, AND NEITHER HapiCare NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY TO CUSTOMER FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, COST OF RECREATING LOST DATA, INTERRUPTION OF BUSINESS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL THE ENTIRE LIABILITY OF HapiCare OR ITS AFFILIATES TO CUSTOMER WITH RESPECT TO ANY CLAIM ARISING UNDER THIS AGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, EXCEED $250 USD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.
Customer agrees to defend, indemnify, and hold HapiCare.com, and its officers, directors, employees, agents, and assigns, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Customer's use of the Software and Services in violation of this Agreement or applicable law.
(a) Subject to any agreement HapiCare Inc, has with Subscriber, either party may terminate this Agreement, effective immediately: (i) upon mutual consent; or (ii) in the event the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of written notice from the non-breaching party setting forth the nature of the material breach. Customer may also terminate this Agreement by not making any further use of the
(b) This Agreement will terminate immediately, and without further notice, upon Customer ceasing to be employed or engaged by the Subscriber or upon the termination of the contractual relationship between HapiCare and the Subscriber unless Customer has rights to access and use the Software and Services through another Subscriber.
(c) Upon termination of this Agreement for any reason, Customer shall immediately discontinue all use of the Software and Services. Thereafter, Customer shall have no further right, license or privilege to access, or use the Software and Services or its components. Those portions of the Agreement that must survive in order to give effect to its essential purpose, will survive termination of this Agreement.
Customer shall use its commercially reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or nonpublic information pertaining to or in any way connected to the Software and Services or HapiCare 's other non-public financial, technical or business affairs (the "Confidential Information"). Customer shall not disclose or publicize the Confidential Information without HapiCare.com's prior written consent. Customer shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for its own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and non-disclosure contained herein shall survive the termination and expiration of this Agreement. Confidential Information shall not include information which was:
generally available to the public at the time of disclosure, or later available to the public other than through fault of Customer;
already known to Customer prior to disclosure pursuant to this Agreement; or
obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others.
Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer will give HapiCare prompt notice of any such legal or governmental demand and reasonably cooperate with HapiCare in any effort to seek a protective order or otherwise to contest such required disclosure, at HapiCare 's expense.
The Customer will not solicit or entice away, any person or organization that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the Company, during the Term of this Agreement. This clause will survive the termination or expiry of this Agreement.
(a) Notices. Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by email, registered or certified mail, postage prepaid, return receipt requested or delivered personally. Unless HapiCare is otherwise notified in writing, Customer's address for notice purposes shall be Customer’s address provided to HapiCare in registering to access the Software and Services.
(b) Acknowledgement. Accessing or using the Software and Services constitutes acceptance of this Agreement in its entirety. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
(c) Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
(d) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
(e) Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
(f) Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without HapiCare 's express written consent. Any attempted assignment in violation of this provision shall be void. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
(g) Governing Law. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the Sale of Goods.
(h) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
(i) Notices. A notice or other communication given under this Agreement must be: in writing, in English and signed by the sender; and addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
(j) Assignment. No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties.
(k) Costs and Expenses. Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
(l) Independent legal advice. Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.
(m) Third Parties. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. The Customer further acknowledges and agrees that the Company 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 or through any such websites or services.
(n) Authorized User means the user(s) permitted to use the Software and Services and the content, including Data, generated by, or the output of, the Software and Services as a part of the Customer’s services to its customers.
(o) Business Day means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
(p) Business Hours means 9am to 5pm EST on a Business Day.
(q) Confidential Information includes information or documentation which:
is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or relates to:
the business, assets or affairs of a Party or any of its affiliates;
the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or
the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
(r) Payment Method is by cheque, Wire Transfers, or direct Bank Deposit.
(s) Payment Terms means 30 days from the date of the invoice.
(t) Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.
(u) Support Hours means:
the hours the Company will provide the Support Services as set out on the Site; or if such hours are not specified, EST Business Hours.
(v) System means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
If Customer has any concerns or disputes about the Software and Services, Customer agrees to first try to resolve the dispute informally by contacting the Company.
are integrated and operate together, including a network.
The Company reserves the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 business days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company’s sole discretion. By continuing to access or use the Software and Services after those revisions become effective, You agree to be bound by the revised terms.
For general site usage terms, please see https://HapiCare.com/terms-conditions/
Your access to and use of the Software and Services is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. The Company Privacy Policy describes the Company policies and procedures on the collection, use and disclosure of Your personal information when the Customer uses the Software and Services, or the Website, and tells the Customer about privacy rights and how the law protects You. Please read the Company Privacy Policy carefully before using the Software and Services.
The Company reserves the right to refuse any request in relation to the Software and Services that it deems inappropriate, unreasonable or illegal.
For general site usage terms, please see https://HapiCare.com/terms-conditions/
If you have any questions about this Terms of Use License Agreement, You can contact us by sending us an email: support@HapiCare.com
Copyright 2024, Hapicare. All Rights Reserved.
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