Terms of Use

    Terms of Use – JunoEMR

    These Terms of Use (the “Terms”), together with the other documents referenced and linked below (collectively, the “Agreement”), constitute a legally binding agreement between you and WELL EMR Group Inc., its subsidiaries and affiliates (collectively, “WEG”) regarding your rights and responsibilities as a user (“User”) of the web-based electronic medical record distributed under the name “JunoEMR” (“JunoEMR”) and the JunoEMR website (the “Site”). In this Agreement, the terms “we”, “our” and “us” refer to WEG and the terms “you” and “your” refers to a User.

    In consideration of the premises and the mutual covenants contained within this Agreement, your visit to the Site and use of the JunoEMR constitutes your acceptance of the Agreement. Therefore, please take the time to review them carefully. You should also read our privacy policy (“Privacy Policy”), which is incorporated by reference into the terms of use.

    If you do not agree with some or all of these terms, do not access or use the Site.

    1. Use and Accuracy of Information
      The Site is provided for general information only. Although WEG uses reasonable commercial efforts to ensure that the information contained on the Site is accurate, WEG does not warrant or make any representation regarding the accuracy or completeness of any information or data provided on the Site.
    2. JunoEMR Terms

    If you register for an account to use the JunoEMR (“JunoEMR Account”), in addition to the remainder of this Agreement which shall govern your use of the Site, the following terms and conditions will apply to your use of JunoEMR and other certain documentation, media, manuals and other technical information including an online help system related to JunoEMR (the “Related Materials”). If you sign an agreement or contract with WEG for the use of JunoEMR, the terms of that agreement shall apply exclusively.

    (a) Term
    a. Article 2 of the Agreement (“JunoEMR Terms”) will continue in full force and effect until your JunoEMR Account is terminated in accordance with this section;
    b. WEG or yourself may terminate these JunoEMR Terms with WEG for your JunoEMR Account for any reason on written notice delivered to the other, which notice will be effective on the last day of the period for which you have paid for services;
    c. Upon termination of your use of JunoEMR Account:
    i. WEG will terminate access to JunoEMR for the User and all persons who the User is responsible for;
    ii. User will pay WEG all sums due and owing in accordance with the JunoEMR Terms.
    iii. Sections 2(b), (c), (d) and (e) will survive expiration or termination of the JunoEMR Terms, howsoever caused.

    (b) Grant of License
    a. During the term of your JunoEMR Account, and subject to the JunoEMR Terms, WEG grants to the User a limited, revocable, non-exclusive and non-assignable license to permit the User and the User’s employees to use and access JunoEMR and the Related Materials, subject to such other and further restrictions specified both in the JunoEMR Terms, this Agreement or elsewhere referenced within.
    b. The User acknowledges and agrees that JunoEMR is centrally hosted and all data created or input into JunoEMR will be stored on computer systems operated by WEG, and may be accessed only by way of an authorized web browser.
    c. The User covenants and agrees that it will not:
    i. Use JunoEMR in a service business, network, timesharing, interactive, multiple WEG or multiple user arrangement with any person who is not expressly authorized or licensed by WEG;
    ii. Alter or modify JunoEMR for user in a manner not contemplated or expressly authorized by this Agreement, or in a manner which competes with WEG;
    iii. Lease, sell, sublicense, assign or otherwise transfer any right to use or access JunoEMR to any other person;
    iv. Use, distribute, duplicate, reproduce, disclose, publish or transfer JunoEMR except as expressly authorized by these JunoEMR Terms or Agreement;
    v. Make available any part of JunoEMR to any third party, other than the User’s own properly authorized employees except as required in accordance with applicable laws;
    vi. Remove or obscure WEG’s copyright, trade-mark, trade secret or other proprietary notices or legends from JunoEMR ;
    vii. Permit any third party to have access to JunoEMR without the prior written agreement of WEG, except as required in accordance with applicable laws; or
    viii. Undertake or permit any unlawful use of JunoEMR, or take any action that would render the operation or use of JunoEMR unlawful.
    d. The User covenants and agrees that it will:
    i. Comply with all applicable laws, including laws relating to maintenance of privacy, security and confidentiality of patient and other health information;
    ii. Ensure that any use of JunoEMR by the User (including making health information available through JunoEMR ) complies with applicable law, including all laws relating to maintenance of privacy, security and confidentiality of patient and other health information;
    iii. Implement and maintain appropriate administrative, physical and technical safeguards to protect information within JunoEMR from unauthorized access, use or alteration
    iv. Be responsible for the use of JunoEMR by the User and those for whom the User is responsible in law;
    v. Immediately notify WEG of any breach or suspected breach of the security of JunoEMR of which the user becomes aware, to take such action to mitigate the breach or suspected breach as WEG may direct, and to cooperate with WEG in investigating and mitigating the breach;
    e. The User acknowledges and agrees that it acquires no right to JunoEMR except as expressly granted by this Agreement.
    f. The User acknowledges and agrees that, without prejudice to any other right arising under these JunoEMR Terms, at law or in equity, WEG may suspend or terminate access to JunoEMR in the event of any breach of this Agreement, or in the event WEG determines in its sole discretion that access to or use of JunoEMR by the User or any person for whom the User is responsible in law might adversely affect
    i. JunoEMR,
    ii. The confidentiality, privacy, security, integrity or availability of the information within JunoEMR ; or
    iii. The rights of third parties.

    (c) Payment
    a. During the term of the User’s access to JunoEMR, User will pay fees to WEG in the amounts and in the manner specified from time to time on the WEG website.
    b. All fees are exclusive of excise, sales or similar taxes now in force or enacted in the future, which the User will pay in addition to the fees.
    c. Interest on any amount not paid when due will accrue at the rate of 18% per annum, compounded annually (1.5% per month).
     
    (d) Ownership
    a. Juno EMR offers access to a modified version of an open-source EMR software known commonly as OSCAR McMaster and branded as Juno EMR. This software is a free, open source software, subject to the terms and conditions of GNU General Public Licence Version 2. Juno EMR can be freely downloaded from https://github.com/junoemr/junoemr. GNU General Public Licence Version 2 may be obtained from http://www.gnu.org/licenses/gpl-2.0.html.
    b. JunoEMR, Related Materials and all intellectual property rights of WEG in the same, including any new releases, modifications, updates or enhancements to JunoEMR and Related Materials are and will remain the property of WEG. The User acknowledges that it does not, under this Agreement, acquire any interest whatsoever in or to JunoEMR or the Related Materials.
    c. User agrees not to reverse copy, reverse engineer, decompile or disassemble JunoEMR, in whole or in part, or otherwise attempt to discover the source code to any software used in JunoEMR. No copies of any portions of JunoEMR or the Related Materials shall be made by the User or its employees.
    d. The User will use its best efforts to keep in confidence and protect JunoEMR and all Related Materials (collectively the “Proprietary Information”) from disclosure to third parties, and restrict use of JunoEMR as provided in this Agreement. The User acknowledges that the disclosure of the Proprietary Information may cause substantial economic loss to WEG. All printed materials in the possession, custody or control of the User containing Proprietary Information will not be copied, in whole or in part. The user will inform its employees or other parties under its authority and control provided with access to JunoEMR of the obligations under these JunoEMR Terms, and will use its best efforts to ensure that they comply with the confidentiality and non-disclosure obligations herein. User will immediately notify WEG if they become aware of any unauthorized use of the whole or any part of the Proprietary Information by any person, or party.
    e. WEG acknowledges and agrees that:
    i. It will not own any right, title or interest in or to any data entered into JunoEMR by the User (the “User Data”);
    ii. except as provided in Section 5(e) or as required by any applicable law or by the order of a Court of competent jurisdiction, it will not disclose to any third party or otherwise make any use of the User Data without the express prior written consent of the User.
    f. WEG and the User acknowledge and agree that subject to compliance with applicable privacy legislation WEG may, from time to time, publish aggregated, anonymized statistical data with respect to the use of JunoEMR

    (e) Warranties, Representation and Disclaimers
    a. Subject to the rights of any third party licensors, WEG warrants that it is the lawful owner of JunoEMR and has the full right and authority to grant a license to use JunoEMR.
    b. WEG does not warrant that JunoEMR will meet all requirements of the User or that operation of JunoEMR will be uninterrupted or error-free. WEG is not responsible for problems caused by changes in or modifications to the operating characteristics of any computer hardware or operating system for which JunoEMR is procured, nor is WEG responsible for problems which result from the use of JunoEMR in conjunction with software of third parties or with hardware which is incompatible with environment for which JunoEMR is being procured.
    c. ACCESS TO JUNOEMR AND THE INFORMATION CONTAINED IN JUNOEMR IS PROVIDED “AS IS”, AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON JUNOEMR OR THE INFORMATION IN JUNOEMR, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WEG BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WEG HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WEG WILL NOT BE DEEMED TO BE IN VIOLATION OF THIS AGREEMENT UNLESS THE USER HAS FIRST GIVEN WEG WRITTEN NOTICE SPECIFYING THE NATURE OF THE DEFAULT, AND WEG HAS FAILED WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE EITHER TO CURE THE DEFAULT OR, IF CURE WITHIN SUCH PERIOD IS NOT PRACTICABLE, TO BE DILIGENTLY PROCEEDING TO CURE THE DEFAULT. THE USER ACKNOWLEDGES THAT OTHER PERSONS HAVE ACCESS TO JUNOEMR, AND THAT THE ACTIONS OF SUCH OTHER PERSONS ARE BEYOND THE CONTROL OF WEG. ACCORDINGLY, WEG DOES NOT ASSUME LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON JUNOEMR. FURTHERMORE, WEG IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO JUNOEMR OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION STORED IN JUNOEMR, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. THE USER IS SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING THE USER’S DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. THE USER HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES. WEG IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH JUNOEMR.
    d. In no event will WEG be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information or any other pecuniary loss) arising out of the use of or inability to use JunoEMR, even if WEG has been advised of the possibility of such damages. The entire liability under any provision of the JunoEMR Terms or otherwise for negligence or generally will be limited to the amount actually paid by the User in accordance with the JunoEMR Terms.
    e. No party will be liable for any delay, interruption, or failure to perform its duties, covenants, and obligations herein if caused by an event of Force Majeure. For clarity, an event of Force Majeure includes, but is not limited to acts of God or of the public enemy; changes in the laws of Canada or British Columbia; acts of civil or military authorities; governmental restrictions or controls on imports, exports, or foreign exchange; wars, declared or undeclared; revolution; riot; insurrection; civil disturbances; fires; floods; storms; slides; explosions; earthquakes; epidemics; quarantine restrictions; strikes or lockouts, including work stoppages or slow-downs; labour shortages; freight embargoes; power failure; mechanical or electrical breakdown or non-availability of any machinery, equipment, or service provided by any person or corporation not a party to the JunoEMR Terms; delay, interruption, or failure, occasioned by a computer software or hardware problem, and delays by carriers, suppliers or materials shortages. Lack of money, financing, or credit will not be and will not be deemed to be an event of Force Majeure.
    f. WEG may provide information to assist the User in clinical decision-making, but such information is not intended to constitute professional advice, diagnosis or treatment, or to substitute for the User’s professional judgment. WEG is not responsible for the accuracy or completeness of information available from or through JunoEMR. The User agrees that WEG is not responsible or liable for any claim, loss, or liability arising from any use of the information.
    g. The User and not WEG will be responsible for ensuring that any information stored in JunoEMR may properly be disclosed in accordance with all laws relating to maintenance of privacy, security, and confidentiality of patient and other health information. The User covenants and agrees that it will (a) not make available through JunoEMR any information subject to any restriction on such use or disclosure; (b) obtain any necessary consents, authorizations or releases from individuals required for making their health information available through JunoEMR ; (c) include such statements (if any) in the User’s notice of privacy practices as may be required in connection with any use of JunoEMR ; and (d) not place in JunoEMR any information that is false or materially inaccurate.
    h. The User agrees to indemnify, defend, and hold WEG and its affiliates, officers, directors, and agents harmless from and against any claim, cost or liability, including reasonable legal fees, arising directly or indirectly out of: (a) the use of JunoEMR by the User or any person for whom the User is responsible in law; (b) any breach by the User or any person for whom the User is responsible in law of any representations, warranties or agreements contained in this JunoEMR Terms; and (c) the negligent or willful misconduct of the User or any person for whom the User is responsible in law.

    (f) General
    a. These JunoEMR Terms will be construed in accordance with and governed by the laws of the Province of British Columbia. The User irrevocably attorns to the courts of the jurisdiction of the Province of British Columbia and agrees that the British Columbia Courts will have exclusive jurisdiction to entertain any proceeding in respect of this Agreement. User agrees that any mediation, arbitration, or litigation, which may arise hereunder, will be commenced exclusively within the Judicial District of Vancouver, in the Province of British Columbia.
    b. Any notice required or permitted to be sent under this Agreement shall be sent to WEG at the address specified on the WEG website, from time to time, and to the User at the address specified by the User at the time of registration with WEG (or to such other address of which the User may provide written notice to WEG, from time to time) by prepaid registered mail, return receipt requested. Notice so sent will be deemed effective on the fifth day following mailing except in the case of a mail strike or disruption of postal services. In the case of an actual or apprehended mail strike or disruption of mail services, notice shall be delivered by hand (and shall be signed for by the recipient) or by courier service.
    c. No term, provision, covenant or condition of this Agreement will be deemed waived by WEG and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by an authorized representative of WEG. No waiver by WEG of any default or breach of any of the terms, provisions, covenants or conditions of this Agreement shall constitute a waiver by of any prior, concurrent or subsequent default or breach of the same or any other term, provision, covenant or condition hereof.
    d. No amendment or other modification of this Agreement will be valid or binding on either party unless reduced to writing and executed by the parties hereto.
    e. This Agreement may not be assigned by the User without the express written consent of WEG, which consent may be unreasonably and arbitrarily withheld.
    f. In the event that any term, provision, covenant or condition of the Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, then the Agreement with respect to the enforceable terms, provisions, covenants or conditions will continue in force, and any unenforceable section, paragraph, or subparagraph will be severed from the remainder of this Agreement, which will continue to be valid to the fullest extent permitted by law.
    g. This Agreement constitutes the entire agreement between the parties with respect to the obligations of WEG, and supersedes all prior representations, negotiations, understandings, and agreements, oral or written, between the parties, with respect thereto. All purchase orders, forms of acceptance, invoices and other documentation respecting the subject matter of the Agreement will be issued or be deemed to have been issued or given by each of the parties for administrative purposes, and any and all terms and conditions contained therein will be of no force and effect except and to the extent the information contained therein is required in accordance with the provisions of this Agreement. No director, officer, employee or agent of WEG has any authority to make any warranty, representation or promise not contained in this Agreement, and the User agrees that it has executed this Agreement without reliance upon any such warranty, representation or promise.

    1. Privacy Policy and other policies

    You understand and acknowledge that your use of the Site and JunoEMR is also governed by our Privacy Policy, which you have read and understand, and to which you agree. You consent to the collection, use and disclosure of your personal information by us and/or third-parties in accordance with the terms of and for the purposes set forth in our Privacy Policy. In addition, you also agree that your use of the Site will also be subject to such other policies and procedures as may be conveyed to you by us from time to time.

    1. Ownership

    Any use of any of the Materials (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.
    These Terms provide only a limited license to access and use the Site. Accordingly, WEG does not transfer any ownership or intellectual property interest or title in and to the Site to you or anyone else in connection with your use of the Site. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site (collectively, the “Materials”) are exclusively owned, controlled, or licensed by WEG. WEG and all other names, logos, marks, and icons identifying WEG and its products, or services are owned exclusively by WEG, and any use of such marks without the prior express written permission of WEG is hereby expressly prohibited. Other trademarks or service marks identified on or through the Site may be the trademarks or service marks of third parties. No part of the Site will be construed as granting any license or right to use any trademarks (whether by implication or otherwise), including our trademarks, except with our express written permission or such other party that may be the owner thereof. The Materials may be protected under copyright, trademark and other laws of Canada and other countries, and WEG owns all copyright in the selection, co-ordination, arrangement and enhancement of the Materials. Any use of any of the Materials (whether in whole or in part) is strictly prohibited, except only and to the limited extent expressly permitted above.

    1. Submissions

    For any content that you submit on the Site, e-mail or any social media platform, you grant WEG a, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.

    All content that you submit on or through the Site (or any social media platform) may be used at WEG’s sole discretion. WEG reserves the right to change, condense or delete any content on the Site (or any social media platform) that WEG deems, in its sole discretion, to violate any provision of these Terms. WEG reserves the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not WEG, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of WEG, its agents, subsidiaries, affiliates, partners, App Providers or third-party service providers and their respective directors, officers and employees.

    By submitting content to the Site or through social media, you represent and warrant that you are the sole author and owner of the intellectual property rights in the content and that you waive all moral rights in such content. You must not submit, publish or otherwise disseminate to WEG or through the Site (or a social media platform) anything which: (a) defames, libels or invades the privacy of any person; (b) is obscene, pornographic, abusive or threatening; (c) infringes on any intellectual property or other rights of any person or entity; (d) has contaminating or destructive properties (i.e. software viruses); (e) violates any law; (f) advocates or describes any illegal activity; or (g) advertises or solicits funds for goods or services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials. We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.

    1. Links

    The Site may contain links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by WEG of the linked web site or information contained therein. Your use of such sites and your dealings with the owners or operators thereof, including the App Providers, are at your own risk.

    1. Errors and Inaccuracies; Corrections

    The Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.

    The Site and the Materials are provided “as is”, “where is”, “as available”, without representations or warranties of any kind by WEG. TO THE FULL EXTENT PERMITTED BY LAW, WEG AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF WEG DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE MATERIALS WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that the Site and the Materials are accurate, complete, reliable, useful, timely or current or that the Site will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to, use of, or browsing on the Site, or inability to do any of the foregoing.

    1. Limitation of Liability

    Your use of the Site and the Materials is undertaken at your own risk. Under no circumstances will WEG or any directors, officers, employees, agents, contractors and suppliers of WEG, be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of the Site and the Materials, your reliance on the Site and the Materials or any consequences flowing therefrom. WEG is not responsible for late, lost, incomplete, illegible, misdirected or stolen messages, unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, on-line failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

    If you are dissatisfied with the Site, the Materials or with this Agreement, your sole and exclusive remedy is to discontinue using the Site or the Materials, as applicable.

    1. Indemnification
      You agree to indemnify and save harmless WEG and all directors, officers, employees, agents, contractors and suppliers of WEG (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use of the Site or the Materials or your breach of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive termination of this Agreement and your cessation of use of the Site.
    2. Governing Law and Courts

    This Agreement and your use of the Site will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Site will be deemed solely based in the Province of British Columbia, Canada; and that the Site will be deemed to be passive in nature and not giving rise to personal jurisdiction over WEG in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Site or this Agreement. However, you agree that nothing herein precludes WEG’s application for injunctive remedies or other urgent legal relief in any jurisdiction.

    1. Severability; Waiver

    The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions. No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

    1. Survival

    In the event of termination, Sections 1-5, 8-11 and 15 will survive termination of the Agreement, howsoever occasioned. In the event of a JunoEMR Account termination, termination and survival shall be governed by Section 2 exclusively.

    1. Non-Assignment
      This Agreement is between you and WEG and is not assignable or transferable expect with the express written consent of WEG, which may be unreasonably withheld. WEG may assign or transfer any of its rights or obligations within this Agreement without your consent.
       
    2. Force Majeure
      We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in our performance under this Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, pandemic, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
    3. Entire Agreement

    This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and us relating to your use of the Site and the Materials (other than Apps offered by WEG which may be subject to additional or separate terms), and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by our express and explicit agreement to modify this Agreement in writing, or by us making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. In the event of a conflict between the provisions of the Terms and the provisions of any other document or agreement incorporated or referenced herein, these Terms will govern to the extent of the inconsistency. We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time, effective as of the date of the change and apply to your use of the Site. We will notify you of any changes to this Agreement by posting notice of such changes on the Site, but you should also periodically review this Agreement as you use the Site. You agree that we have this right, and that your continued use of the Site following notice of such change means that you agree to and accept the amendments.

    Questions about the Site, or regarding your rights and responsibilities under this Agreement, can be directed privacy@well.company.

    Last modified: February 13, 2024

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