Last Revised: 2019-05-22

1. ACCEPTANCE OF TERMS

Felix Health Inc. (“Felix Health”, “us”, “we”, “our”) maintains the Felix Health website located at www.felixforyou.ca (the “Felix Health Platform” or the “Platform”). Your access and use of the Felix Health Platform is subject to these Terms of Use (“TOU”).  These TOU form an agreement between Felix Health and you. The term “you” refers to the person or entity visiting the Felix Health Platform, browsing or otherwise using the Felix Health Platform, or receiving any Felix Health Platform Healthcare Services, as hereinafter defined. A copy of these TOU may be downloaded, saved and printed for your reference.

BY ACCESSING AND USING THE FELIX HEALTH PLATFORM, YOU UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TOU. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TOU, PLEASE DO NOT ACCESS OR USE THE FELIX HEALTH PLATFORM.

DO NOT USE THE PLATFORM FOR MEDICAL EMERGENCIES. If you have a medical emergency, call 911 immediately or attend the emergency room of the nearest hospital or health centre. Under no circumstances should you attempt self-treatment based on any Content (as defined below).


2. MODIFICATIONS TO THE TOU

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, FELIX HEALTH RESERVES THE RIGHT TO CHANGE THESE TOU AT ANY TIME WITHOUT NOTICE. SUCH MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON THE POSTING THEREOF. YOUR CONTINUED ACCESS TO OR USE OF THE FELIX HEALTH PLATFORM AFTER ANY CHANGES TO THESE TOU INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TOU REGULARLY. 

FELIX HEALTH RESERVES THE RIGHT TO CHANGE ANY INFORMATION, MATERIAL OR CONTENT (INCLUDING, BUT NOT LIMITED TO, PRICING, FEATURES AND AVAILABILITY OF PLATFORM SERVICES (AS DEFINED HEREIN)) CONTAINED ON OR PROVIDED THROUGH THE PLATFORM (THE “CONTENT”) AT ANY TIME, AND FROM TIME TO TIME, WITHOUT NOTICE.

The TOU is current as of the “last revised” date which appears at the top of this page You can find the most recent version of the TOU at: www.felixforyou.ca/terms-of-use


3. AVAILABILITY AND USE OF FELIX HEALTH PLATFORM

THE FELIX HEALTH PLATFORM IS ONLY AVAILABLE TO YOU IF YOU ARE A TEMPORARY OR PERMANENT RESIDENT OF THE PROVINCE OF ONTARIO OR BRITISH COLUMBIA. AS A CONDITION OF YOUR USE OF THE FELIX HEALTH PLATFORM, YOU WARRANT THAT: (1) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (2) YOU POSSESS THE LEGAL AUTHORITY TO CREATE A BINDING LEGAL OBLIGATION; (3) YOU WILL USE THE PLATFORM IN ACCORDANCE WITH THESE TOU; (4) ALL INFORMATION SUPPLIED BY YOU ON THE PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (5) IF YOU ARE ACCESSING OR USING THE PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TOU.

The Felix Health Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various services offered by Felix Health through the Felix Health Platform; (2) if and as permitted by Felix Health and these TOU, enable you to use the Felix Health Platform and receive any services offered to you through the Felix Health Platform including the Healthcare Services (as defined below); (3) if applicable, facilitate any payments from you in respect of your use of the Felix Health Platform or the receipt of any services through the Felix Health Platform; and (4) if and as permitted by Felix Health and these TOU, provide feedback and otherwise communicate with Felix Health in connection with any of the foregoing ((1) through (4) collectively, in these Terms of Use defined as “Platform Services”).

Felix Health retains the right, at its sole discretion, to deny access to anyone to the Felix Health Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these TOU. You will cease and desist from any such access or use immediately upon request by Felix Health.


4. GRANT OF LICENSE

If you are a temporary or permanent resident of the province of Ontario or British Columbia and subject to these TOU, Felix Health grants you a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to access the Felix Health Platform for your own use in accordance with these TOU.  Use of the Felix Health Platform beyond the scope of the authorized access granted to you by Felix Health immediately terminates this license.  

Subject to these TOU and the terms of Felix Health’s privacy policy, you grant to Felix Health a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that: (1) you load, transmit to or enter into the Felix Health Platform, or (2) Felix Health or the Felix Health Platform collects, retrieves or obtains from your local computer system or from third parties with your permission or on your behalf, and (in each case) including all results from processing such data, including compilations, and derivative works thereof (the “User Content”) including for the purpose of: (A) providing the Felix Health Platform Services, (B) complying with applicable law, and (C) Felix Health’s reasonable audit and data retention policies.


5. SECURE LOG-IN

Although certain parts of the Felix Health Platform are accessible to the public, in order to access the Healthcare Services (as set out below) users must be issued log-in credentials (e.g., log-in identification and password) to access the secure, non-public areas of the Felix Health Platform (“Registered Users”). In order to do so, a Registered User must register for and maintain an active personal account (“User Account”). In order to qualify for a User Account, you must be at least 18 years of age. Once granted a User Account, a Registered User is only permitted to request Healthcare Services for themselves. Registered Users may include temporary or permanent residents of the province of Ontario or British Columbia, drug manufacturers and suppliers, healthcare professionals and healthcare decision makers.  If you have been issued log-in credentials by Felix Health, you are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your password.  

You must not share your password with any other person.  You agree to (a) immediately notify Felix Health of any unauthorized use of your password or account or any other breach of the security of the Felix Health Platform of which you reasonably suspect or become aware, and (b) ensure that you exit from your account at the end of each session.  Felix Health cannot and will not be liable for any loss or damage arising from your failure to comply with this section, and you will indemnify Felix Health in respect of any losses suffered by Felix Health or claims made against Felix Health that are attributable to any loss or damage arising from your failure to comply with this section.

You are responsible for all activity that occurs under your User Account, and you agree to maintain the security and secrecy of your User Account username and password at all times. Unless otherwise permitted by Felix Health in writing, you may only possess one User Account. You are responsible for changing your password promptly if you think it has been compromised.  You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. You may not collect or harvest personal data of any other user of the Felix Health Platform, including user account names or login credentials. Felix Health explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.  

Note that an Authorized Healthcare Professional (as defined below) reserves the right to assess whether a person has the capacity to provide consent to his or her Healthcare Services on a case-by-case basis.


6. SERVICES

Authorized physicians and authorized non-physician providers such as nurse practitioners and pharmacists (collectively, “Authorized Healthcare Professionals”) may provide healthcare services, including telemedicine services (“Healthcare Services”) through the Felix Health Platform. 

You understand that telemedicine involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who are not in the same physical location.  Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

Electronic transmission of medical records, photo images, personal health information, or other data between a patient and healthcare provider; Interactions between a patient and healthcare provider via audio, video, and/or data communications; and use of output data from medical devices, sound, and video files. The electronic systems used in the Services will incorporate network and There are restrictions on the Healthcare Services that can be provided through the Felix Health Platform. YOU MUST NOT USE THE FELIX HEALTH PLATFORM FOR EMERGENCY NEEDS. IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.

By becoming a Registered User, you consent to Authorized Healthcare Professionals providing Healthcare Services through the Felix Health Platform.

The following symptoms are specifically excluded from the Healthcare Services: chest pains, difficulty breathing, fever in children under the age of 3 months, blackouts or feeling like you may blackout, any impairment in level of consciousness, stroke like symptoms such as impaired sensation or paralysis to one side of your body, inability to speak or comprehend language, any abdominal pain severe enough that you are unable to comfortably walk.

In addition to the limitations set out above, Authorized Healthcare Professionals are not permitted to prescribe certain kinds of medication including narcotics, controlled substances or other types of controlled medications, non-therapeutic drugs and other drugs which may be harmful because of their potential for abuse.

YOU AGREE THAT ANY PRESCRIPTIONS YOU ACQUIRE FROM AN AUTHORIZED PHYSICIAN OR AN AUTHORIZED NON-PHYSICIAN PROVIDER ARE SOLELY FOR THE PERSONAL USE OF THE INDIVIDUAL NAMED ON THE PRESCRIPTION. YOU AGREE TO FULLY AND CAREFULLY READ ALL PROVIDED PRODUCT INFORMATION AND LABELS, AND TO CONTACT A PHYSICIAN OR PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE PRESCRIPTION OR MEDICATION.

You should report any medication reactions, side effects or other adverse events to your family physician or, if you do not have one, to the nearest walk-in clinic or emergency room or call 911 if any reaction is an emergency situation. Do not report drug reactions, side effects or adverse events through the Felix Health Platform.

Authorized Healthcare Professionals have the discretion to refuse or discontinue the provision of Healthcare Services to any Registered User at any time, including for actual or potential misuse of the Healthcare Services by a Registered User.


7. DEALINGS WITH OTHER REGISTERED USERS

If there is a dispute between Registered Users of this site, or between Registered Users and any third party, you understand and agree that Felix Health is under no obligation to become involved. In the event that you have a dispute with one or more other Registered Users, you hereby release Felix Health and its representatives (and their respective officers, employees, agents and successors in rights) from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or the Felix Health Platform. 


8. PRIVACY AND INFORMATION DISCLOSURE

Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these TOU

Your use of the Felix Health Platform signifies acknowledgement of and agreement to our Privacy Statement. 


9. CONDUCT

You agree that a Registered User is not permitted to have more than one Registered User profiles on the Felix Health Platform. You further agree that you will not, in connection with you as a Registered User do anything in connection with the Felix Health Platform that:

  1. is unlawful;

  2. is harmful, threatening, abusive, harassing, defamatory, pornographic, profane or otherwise inappropriate;

  3. includes personal or identifying information about another person without that person’s explicit consent;

  4. impersonates any person or entity, including, but not limited to, a Felix Health employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;

  5. infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person, or that you do not have a right to make available under any law or under contractual or fiduciary relationships; or

  6. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.


10. LIMITATIONS ON SERVICE

You agree that Felix Health has no responsibility or liability for the deletion or failure to store or provide any content maintained or transmitted by the Felix Health Platform.  You acknowledge Felix Health reserves the right at any time to modify or discontinue the Felix Health Platform (or any part thereof) with or without notice, and that Felix Health shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Felix Health Platform.


11. TERM AND TERMINATION OF SERVICE

These TOU will commence on the day you first use the Felix Health Platform and will continue into force until terminated by either party as described below (the “Term”). Either party may terminate these TOU as follows: (1) Felix Health may terminate these TOU at any time and with immediate effect by giving notice to you, at Felix Health’s discretion, by email (at your current email address on file with Felix Health) or through the Felix Health Platform; (2) you may terminate these TOU at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Felix Health Platform) that your User Account by deleted or deactivated and ceasing use of the Felix Health Platform.

Further, you agree that Felix Health shall not be liable to you or any third-party for any termination of your access to the Felix Health Platform. Further, you agree not to attempt to use the Felix Health Platform after said termination. The disclaimers, limitations on liability and indemnity clauses shall survive termination of the TOU, as shall any other provision which by its nature ought to survive termination.


12. OWNERSHIP AND PROPRIETARY RIGHTS

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Felix Health Platform, are owned or licensed by Felix Health and are protected by copyright, trade-mark and other intellectual property laws.

Felix Health expressly reserves all rights in the Felix Health Platform, and all materials provided by Felix Health in connection with these TOU that are not specifically granted to you. You acknowledge that all right, title and interest in the Felix Health Platform, all materials provided by Felix Health in connection with these TOU (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Felix Health (or third party suppliers, if applicable), and that the Felix Health Platform, and all materials provided by Felix Health hereunder are licensed and not “sold” to you.

OTHER THAN FOR YOUR PERSONAL CONFIDENTIAL USE, YOU FURTHER AGREE NOT TO REPRODUCE, DUPLICATE OR COPY WHETHER BY PRINTING OR SAVING TO A DESKTOP, CONTENT FROM THE FELIX HEALTH PLATFORM WITHOUT THE EXPRESS WRITTEN CONSENT OF FELIX HEALTH, AND AGREE TO ABIDE BY ANY AND ALL COPYRIGHT NOTICES DISPLAYED ON THE FELIX HEALTH PLATFORM. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Felix Health Platform.  

Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Felix Health Platform.


13. NO UNLAWFUL OR PROHIBITED USE

You will not, without Felix Health’s prior written permission, use the Felix Health Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (1) 'frame', 'mirror' or otherwise incorporate the Felix Health Platform or the Content or any part thereof on any commercial or non-commercial website; (2) access, monitor or copy any part of the Felix Health Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (3) violate the restrictions in any robot exclusion headers on the Content or the Felix Health Platform or bypass or circumvent other measures employed to prevent or limit access to the Felix Health Platform; (4) take any action that imposes, or may impose, in Felix Health’s discretion, an unreasonable or disproportionately large load on the Felix Health Platform; (5) deep-link to any portion of the Felix Health Platform for any purpose; (6) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Felix Health Platform or the Content; (7) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Felix Health Platform or any Content, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Felix Health Platform or the Content; (8) use the Felix Health Platform or the Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by Felix Health and only in the exact manner specified and enabled by Felix Health; (9) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Felix Health Platform or the Content; (10) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Felix Health Platform or the Content; (11) create derivative works based on the Felix Health Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Felix Health Platform or the Content; (12) use the Felix Health Platform in a manner that violates the rights (including to intellectual property rights) of any third party, including by providing, uploading or transmitting any User Content that violate such third-party rights; or (13) upload to or transmit through the Felix Health Platform any User Content that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by Felix Health in its sole discretion.


14. THIRD PARTY WEBSITES

The Felix Health Platform may provide links to third party websites. Felix Health does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Felix Health's control, and if you choose to access any such web site, you do so entirely at your own risk.


15. VIRUSES

The downloading and viewing of Content is done at your own risk. Felix Health cannot and does not guarantee or warrant that the Felix Health Platform or the Content are compatible with your computer system or that the Felix Health Platform or the Content, or any links from the Felix Health Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Felix Health Platform


16. COMMUNICATIONS NOT CONFIDENTIAL OR SECURE

Felix Health does not guarantee the confidentiality of any communications made by you through the Felix Health Platform. Although Felix Health generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Felix Health Platform, you understand, agree and acknowledge that Felix Health cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Felix Health Platform.


17. DISCLAIMER AND LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

ALTHOUGH WE STRIVE TO UPDATE AND KEEP ACCURATE AS MUCH AS POSSIBLE THE CONTENT CONTAINED ON THE WEBSITE, ERRORS AND/OR OMISSIONS MAY OCCUR. ACCORDINGLY, THE FELIX HEALTH PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE FELIX HEALTH PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. FELIX HEALTH DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE FELIX HEALTH PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. FELIX HEALTH DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE FELIX HEALTH PLATFORM OR THE CONTENT. IN ADDITION, FELIX HEALTH EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE FELIX HEALTH PLATFORM.

TO THE FULLEST EXTENT PERMITTED BY LAW, FELIX HEALTH DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE FELIX HEALTH PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, THAT ARISE OUT OF A COURSE OF DEALING OR TRADE, OR THAT THE FELIX HEALTH PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL FELIX HEALTH BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT FELIX HEALTH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE FELIX HEALTH PLATFORM OR THE CONTENT.

You acknowledge and agree that Felix Health does not provide medical advice, diagnosis, or treatment, and is strictly a technology platform and infrastructure for connecting patients with independent third party Authorized Healthcare Practitioners, including nurse practitioners, physicians and other Authorized Healthcare Practitioners in Felix Health’s network. You acknowledges and agree that the Healthcare Practitioners using the Felix Health Platform are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical and clinical services, including diagnosis, treatment and medication decisions, and other professional healthcare services performed, and that all diagnoses, treatments, prescriptions and other professional healthcare services will be provided and performed exclusively by or under the supervision of Authorized Healthcare Practitioners, in their sole discretion, as they deem appropriate.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FELIX HEALTH IN CONNECTION WITH OR UNDER THESE TOU OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FELIX HEALTH PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE FELIX HEALTH PLATFORM OR THE CONTENT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID BY YOU FOR A ONE YEAR SUBSCRIPTION. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TOU WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.


18. INDEMNITY

You will defend, indemnify and hold harmless Felix Health and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:


  1. your breach of any of your warranties, representations or obligations under these TOU

  2. your violation of any applicable law or the rights of a third party (including intellectual property rights); or

  3. your use of the Felix Health Platform or the Content.


In particular, you agree to indemnify and hold harmless Felix Health, its affiliates, members, officers, employees, agents, sponsors, and licensors for any injury, including but not limited to bodily harm or death, to you or any third party that may result from the use of or reliance on any Content.


19. GEOGRAPHIC APPLICATION OF THE FELIX HEALTH PLATFORM

Not all of the products and services described on the Felix Health Platform are available in all jurisdictions. Furthermore, nothing on the Felix Health Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law. Specifically, you acknowledge and agree that the products, services and/or material described on the Felix Health Platform, or the Healthcare Services available through the Felix Health Platform, are not appropriate or available for use in locations outside Canada, and may not function in all locations within Canada.


20. DISCLOSURES

All Authorized Healthcare Practitioners on the Felix Health Platform are licensed or accredited to practice their applicable regulated health profession by the applicable regulatory authority in the province or territory of Canada where they practice.

You can report a complaint relating to Healthcare Services provided by a Healthcare Practitioner on the Platform by contacting the professional regulatory college(s) in the province(s) where the Healthcare Services were received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional regulatory college(s) that licenses, registers, or certifies the licensee.


21. GOVERNING LAW AND JURISDICTION

Unless the applicable laws of your jurisdiction, such as Quebec, require that the laws of your jurisdiction govern, you hereby agree that (a) all aspects of the relationship between you and Felix Health (as well as its agents, delegates, employees, and any Authorized Healthcare Practitioners or PHAs), including without limitation any Healthcare Services provided to you, and (b) the resolution of any and all disputes arising from or in connection with that relationship, including any disputes arising under or in connection with these TOU, shall be governed by and construed in accordance with the laws of the province of Ontario or British Columbia (other than conflict of laws rules) and the laws of Canada applicable therein. You hereby acknowledge that the Healthcare Services received by you will be provided in Canada and that the Courts of Ontario or British Columbia shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding or cause of action, whatsoever arising from or in connection with those Healthcare Services, or from any other aspect of the relationship between you and Felix Health.

These laws apply to your access to or use of the Felix Health Platform or the Content, notwithstanding your domicile, residency or physical location. The Felix Health Platform and the Content are intended for use only in jurisdictions where they may be lawfully offered for use. If any provision of the present TOU shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these TOU and shall not affect the validity and enforceability of any remaining provisions. These TOU shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these TOU and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue us as an individual. You agree that you will not file a class action, or participate in a class action. 


22. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY

These TOU constitute the entire agreement between Felix Health and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Felix Health with respect to the Felix Health Platform. A printed version of these TOU and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Headings are inserted for convenience of reference only and will not affect the construction or interpretation of these TOU. The word 'including' or 'includes' means 'including (or includes) without limitation'.

Felix Health 's failure to insist upon or enforce strict performance of any provision of these TOU will not be construed as a waiver of any provisions or right.

If any of the provisions contained in these TOU are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

You agree that it is the express wish of the parties that these TOU and all related documents be drawn up in English. Vous êtes d'accord que c’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.


23. GENERAL PROVISIONS

The TOU constitutes the entire agreement between you and Felix Health and govern your use of the Felix Health Platform, superseding any prior agreements between you and Felix Health in respect of the Felix Health Platform.  The TOU and the relationship between you and Felix Health shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions.  You and Felix Health agree to submit to the non-exclusive jurisdiction of the courts located in Toronto, Ontario.  The failure of Felix Health to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision.  If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.