Home Care Compliance Training for Caregivers
App & Portal Terms & Conditions
Nevvon Inc. End User License Agreement IMPORTANT – PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING THE NEVVON APP (“APP”). THESE TERMS BETWEEN YOU, THE END USER AND NEVVON INC. (“NEVVON”) CONTAIN PROVISIONS THAT LIMIT OR EXCLUDE NEVVON’S LIABILITY TO YOU AND THAT OTHERWISE IMPACTS YOUR LEGAL RIGHTS. THESE TERMS DO NOT AFFECT YOUR MANDATORY STATUTORY RIGHTS APPLICABLE IN YOUR JURISDICTION, TO THE EXTENT THAT YOU MAY BE ENTITLED TO SUCH MANDATORY STATUTORY RIGHTS. THESE TERMS, NEVVON’S PRIVACY POLICY LOCATED AT WWW.NEVVON.COM (THE “PRIVACY POLICY”) (TOGETHER, THE TERMS AND THE PRIVACY POLICY ARE THE “TERMS”) SHALL BE THE SOLE GOVERNING DOCUMENTS FOR YOUR USE OF THE APP. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE APP IN ANY WAY, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THE TERMS, AND THAT YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING, DOWNLOADING OR USING THE APP AND REMOVE AND DELETE THE APP FROM YOUR MOBILE DEVICE. THESE TERMS MAY CHANGE FROM TIME TO TIME, AND YOU AGREE TO BE BOUND BY ANY SUCH CHANGES WHEN POSTED ON THE WEBSITE (AS DEFINED HEREIN) AND/OR MADE AVAILABLE ON THE APP. WE ENCOURAGE YOU TO PERIODICALLY REVIEW THE TERMS TO KEEP UP TO DATE WITH ANY MODIFICATIONS.
Nevvon offers the App in order to provide users (each a “User”) with training in the provision of long-term care. Access to educational materials through the App requires that hours be allocated to the Nevvon Account of User designated by a Purchaser of Services (as defined below—typically, the User’s employer) who has purchased a certain number of hours of educational material to be made available through the App. Consumption by the User of hours purchased by any particular Purchaser of Services requires that the User be a Permitted User designated by that Purchaser of Services. Purchasers of Services may allot hours to any User they have designated, or reduce, revoke, re-allocate these hours, in their sole discretion. They may also revoke the designation of a Permitted User as a Permitted User in their sole discretion. Users may also be allocated hours by more than one Purchaser of Services. Allotted hours are associated with a particular Nevvon Account and are not transferable between accounts.
1 Definitions Unless the context requires otherwise, the following terms have the meanings set out below (and where the context so admits, the singular shall include the plural, and vice versa).
1.1 “Airtime Service” means wide-area wireless network services, other network services (including wireless local area network, satellite and Internet services) and any other services used in conjunction with the App.
1.2 “App Support” has the meaning set forth in Section 10.1.
1.3 “App” means the mobile application provided by Nevvon to You under these Terms, in whatever form, medium or manner provided or subsequently installed or used.
1.4 “Carrier” means your telecommunications or communications services provider(s) used in conjunction with use of the App (including Wi-Fi or internet) as used to provide access to the App and use of the App as intended.
1.5 “Content” means any data, text, music, audio files, advertisements, sound, photograph, graphic, video, message, tag, or other digital material or other digital information provided by the App.
1.6 “Device Software” has the meaning set forth in Section 2.1.
1.7 “Distributor” means any third party involved in the distribution of the App including but not limited to Apple iTunes and Google Play Store.
1.8 “Documentation” means the applicable installation guide and other standard end user documentation (if any) supplied or made available by Nevvon for the App.
1.9 “Feedback” has the meaning set forth in Section 7.2.
1.10 “Indemnified Party” has the meaning set forth in Section 15.5.
1.11 “Nevvon Account” has the meaning set forth in Section 4.1(a).
1.12 “Part” has the meaning set forth in Section 17.4.
1.13 “Permitted User” means a User designated by a Purchaser of Services as being entitled to consume hours purchased by that Purchaser of Services.
1.14 “Purchaser of Services” means a person or entity that has purchased services pursuant to a license agreement with Nevvon, enabling the Purchaser to designate Permitted Users entitled to create login credentials for the App, and to allocate or revoke a particular number of hours to Users.
1.15 “Technical Data” has the meaning set forth in Section 11.
1.16 “Third Party Item” has the meaning set forth in Section 9.1.
1.17 “User Data” means any data concerning the User’s use of the App, which may be disclosed to third parties by Nevvon in anonymized form, with such disclosure to occur in accordance with the Privacy Policy. User Data may include (but is not limited to): (a) date of onboarding (b) picture (c) agencies a caregiver is working for (if the User is a caregiver) (d) name of managers (e) the programs a care agency has purchased on behalf of caregivers (if applicable) (f) behavioural data gathered while the caregiver is using the system (lessons taken, test scores, questions asked, etc.)
1.18 “Website” means www.nevvon.com or such other website of Nevvon which may be used in association with the App. 2 App and Documentation Licenses
1.19 The App is licensed and not sold under these Terms. Subject to the terms and conditions herein and in consideration of Your agreement to these Terms and Your agreement to provide User Data to Nevvon, Nevvon grants You a personal, revocable, non-exclusive, non-transferable license that permits You to use the Device Software and install and use the App on Your mobile device only for Your personal, non-commercial use. The licensed use of the Device Software and the App will provide You with the ability to receive notifications from the Device on your mobile device.
1.20 Subject to the terms and conditions herein, You acknowledge and agree that Distributor, is not responsible for the App or Device Software or any content contained in the App or the Device Software.
1.21 In case of loss of your Device, mobile device(s) or if You suspect unauthorized access to your Device or mobile device, please reset the camera to disconnect all Nevvon Accounts (as defined herein) from the Device and change the password of your Nevvon Account.
2 The App Does Not Provide Medical Advice
3 The contents of the App, such as text, graphics, images and lessons (“Content”) are for informational and training purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment and may not be current or fully up-to-date with contemporary medical practices. Always seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition or any particular circumstance that arises in the care of a patient. Do not disregard the advice of physician or licensed caregiver or delay in seeking the help of a physician or licensed caregiver.
4 If you think you or a patient may have a medical emergency, call your doctor or 911 immediately. Nevvon does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned through the Nevvon Products. Reliance on any information provided by Nevvon, Nevvon employees, or others appearing on the App at the invitation of Nevvon, is solely at your own risk. Nevvon assumes no liability for the results of any failure to seek the help of a physician or licensed caregiver.
5 Registration
5.1 To be eligible to use the App, the User must: (a) Create an account (a “Nevvon Account”). Creating a Nevvon Account will require You to provide Nevvon with certain personal information. All information provided will be treated in accordance with the Privacy Policy the terms of which are incorporated by reference herein. We encourage you to read and become familiar with the Privacy Policy; and (b) Be at least eighteen (18) years of age.
5.2 You are responsible for maintaining the security and confidentiality of Your Nevvon Account and password details, providing Nevvon with current and accurate account information, and all activity associated with Your Nevvon Account. You are responsible for maintaining the security of Your mobile device. If You suspect any unauthorized use of Your Nevvon Account or any other breach of security, You are responsible for notifying Nevvon immediately at getintouch@nevvon.com. Nevvon will not be liable in any manner whatsoever for any injury, loss, or damage, arising from Your negligence in securing your Nevvon Account or Your mobile device nor for any damage or loss suffered by You caused directly or indirectly from the unauthorized access or use of Your Nevvon Account whether or not such unauthorized access or use is caused by Your negligence. Your negligence includes, but is not limited to forgetting to log out of the account, providing or sharing login details to others or other acts or omissions by You affecting Your Nevvon Account or mobile device security. You shall be held liable for and agree to indemnify Nevvon for any losses incurred or suffered by Nevvon or a third party arising directly or indirectly from the unauthorized access or use of Your Nevvon Account whether or not such unauthorized access or use is caused by Your negligence in securing Your Nevvon Account or Your mobile device.
6 Usage Terms, User Conduct, Responsibilities and Warranties
6.1 While using the App, You agree that You are prohibited from engaging in or assisting others to engage in any activity that, in Nevvon’s sole discretion: (1) disrupts or threatens the integrity, operation or security of the App; (2) elicits complaints from other users of the App; (3) is contrary to any law, regulation or public policy; or (4) is otherwise reasonably considered to be objectionable. Such prohibited activities include but are not limited to: (a) Attempting to gain unauthorized access to other user accounts; (b) Attempting to reverse engineer, or cause any harm to the App or including transmitting viruses, or any other disruptive or destructive activities; (c) Interfering with another user of the App’s use and enjoyment of the App; (d) Using an account of another user of the App without appropriate authorization; and (e) Using the App for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes.
6.2 You are responsible for all activities with respect to Your use of the App and agree that You will ensure that: (a) You will only use the App in accordance with these Terms, all applicable laws and regulations, and the applicable Documentation; (b) You have the right and authority to enter into these Terms and You are over the age of majority; (c) Any information that is provided by You to Nevvon pursuant to these Terms is true, accurate, current and complete, and so long as You continue to use the App, You will update such information to keep it true, accurate and complete; (d) You do not copy, extract, snippet, duplicate, modify, reproduce, republish, redistribute, transmit, frame, recreate, or sell any pages and/or excerpts of the App in any form; (e) You do not misuse the App, including but not limited to, reverse engineering, hacking, injecting, modifying, reproducing, or screen scraping any part of the App; (f) You do not use trademarks, logos, marks, names, copyright materials or other intellectual property or proprietary information owned or licensed by Nevvon or any third party which are located on the App; (g) You do not knowingly, after making such inquiries as a reasonable person in Your position would undertake, use or permit others to use the App in a manner that interferes with, degrades or adversely affects any software, hardware, system, network, Content, or service, used by any person, including the Carrier or a Distributor, or otherwise has a detrimental effect upon Nevvon, the Carrier, a Distributor or any of their respective customers or infrastructure or Apps or services, and You will immediately cease any such activity upon Nevvon, the Carrier or a Distributor delivering notice of same to You; (h) You do not use the App to transmit, publish, post, upload, distribute or disseminate any inappropriate, profane, harassing, abusive, defamatory, libellous, obscene, illegal or deceptive content; (i) You do not use the App to upload, post, email, transmit, or otherwise make available any software or content that contains any (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software or content likely or intended to (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, services, systems, or data; (j) You do not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the App or any Content, or any part thereof, made available to You by Nevvon through the App or Your entitlement to use the App to any other person; (k) You do not: (i) modify, adapt or otherwise change the App; (ii) to the maximum extent permitted to be restricted by applicable law, reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of App; (iii) create derivative works based on the App or the Documentation; and (l) You do not use the App to interfere with or infringe the rights, of any third party, including intellectual property, proprietary or privacy rights. 3 Updates and Upgrades
6.3 These Terms and the licenses granted herein, do not imply any rights or entitlement to future upgrades or updates of the App. Notwithstanding the foregoing, the App may include functionality to automatically check for updates or upgrades to the App, and You may be required to update the App in order to continue to access or use the App or other related Apps or services provided or made available by Nevvon. You hereby agree that Nevvon may (but is not obligated to) make such updates or upgrades available to You from time-to-time. Any updates or upgrades provided to You by Nevvon (directly or indirectly) under these Terms shall be considered the App and are subject to these Terms.
7 Ownership and Intellectual Property
7.1 You acknowledge and agree that, save and except for the license explicitly granted by these Terms, Nevvon owns all right, title and interest in and to the App and Documentation, including but not limited to the copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on and from the App and Documentation. You may not reproduce, copy, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including displaying or distributing the material using a third party website) without Nevvon’s prior written consent except to use the App and Documentation for their intended purposes. Nevvon retains all rights that are not otherwise expressly granted to You in these Terms. Nothing in these Terms shall, or shall be deemed or construed to, assign, transfer or convey to You any title, rights or interest in or to any intellectual property, including in or to the App or Documentation, other than the licenses specifically and expressly granted herein.
7.2 If you submit a comment, suggestion or any other material (“Feedback”) to Nevvon related to the App or Documentation (excluding any illegal content), you hereby assign all ownership in and to such Feedback to Nevvon, and acknowledge that Nevvon will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you, or grant Nevvon a license to use such Feedback without any restrictions to the extent the foregoing is deemed ineffective. You hereby waive any moral rights you may have to the Feedback. 4 Acknowledgements Concerning Your Use
7.3 You acknowledge and agree that: (a) You will no longer be entitled to access any hours allocated to you by a Purchaser of Services if you cease to be a Permitted User designated by that Purchaser of Services, or if hours allocated to you by that Purchaser of Services are revoked, reduced, or re-allocated by the Purchaser of Services (including for the reason that you cease to be an employee or contractor of the Purchaser of Services). The designation of Permitted Users and the allocation of hours to Users is within the sole discretion of Purchasers of Services. (b) Allocated hours will be associated with a particular Nevvon Account and are not transferable between accounts. (c) Any of your designation as a Permitted User, your ability to access any hours allocated to you by a Purchaser of Services, or your Nevvon Account, may be immediately cancelled if, acting reasonably, Nevvon or a Purchaser of Services concludes that your continued designation as a Permitted User, ability to access any hours allocated to you by a Purchaser of Services, or continued use of a Nevvon Account, as the case may be, poses an imminent risk of harm to patients. (d) In order to use the App for its intended purpose You must have an Android or iOS mobile device meeting the minimum technical (hardware and operating software environment) requirements specified by Nevvon, as may be updated from time to time and You are responsible for providing and maintaining a compatible mobile device. (e) In order to use the App for its intended purpose, (i) You require access to the mobile wireless network provided by the Carrier or a Wi-Fi network with access to the Internet, (ii) any servers or equipment hosted by Nevvon (or by a third party selected by Nevvon) for the App must be available for use and accessible, (iii) You must ensure that location services, and Bluetooth are activated on Your mobile device, and (iii) You are responsible for providing all connectivity required to use the App. (f) Airtime Service charges and data charges may be charged in connection with Your use of the App, and You agree that as between You and Nevvon, You are responsible for all Airtime Service and data charges incurred through such use. (g) In so far as the App requires the use of a mobile data connection, or the receipt or sending of messages by SMS, or any other service provided to you by the Carrier that is necessary for the App, standard charges from such Carrier may apply.
8 Third Parties and Third Party Fees
8.1 The App may provide or enable access or a link to any content, services, Apps or other materials provided by a third party (“Third Party Items”). Those Third Party Items may have their own applicable rules and restrictions, separate from these Terms, and You need to abide by them in regard to that third party.
8.2 You acknowledge that You (and not Nevvon) are responsible for all fees charged by third parties, such as Your Distributor or Carrier, which provide You with specific requirements that enable you to use the App.
8.3 NEVVON IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH THIRD PARTY ITEMS AND DOES NOT ENDORSE ANY THIRD PARTY ITEMS OR ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR ANY THIRD PARTY ITEMS. YOUR ACCESS OR USE OR PURCHASE OF ANY THIRD PARTY ITEMS IS CONDUCTED AT YOUR OWN RISK AND ARE MADE AVAILABLE THROUGH THE APP “AS IS” AND “AS AVAILABLE” WITH NO EXPRESS OR IMPLIED CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES.
9 No Technical or Maintenance Support.
9.1 Except as otherwise provided in the Documentation, a Distributor does not, and You acknowledge and agree that Nevvon and a Distributor are not obligated to, provide any direct technical support or maintenance concerning Your use or operation of the App, or with respect to errors or problems or any kind or nature concerning the App (“App Support”). To the extent that Nevvon is engaged in providing App Support. You acknowledge and consent to Nevvon’s use for the purpose of providing App Support of any information and data which You have supplied to Nevvon. 5 Access to and Use of Data. 1.1 You acknowledge that Nevvon will collect User Data and may disclose it in anonymized form to third parties, with such disclosure to occur in accordance with the terms of the Privacy Policy. You acknowledge that the Privacy Policy is subject to change in accordance with the terms of the Privacy Policy. 1.2 You further acknowledge that in order to provide updates to the App or to provide App Support to You, or to improve Nevvon Apps and services, Nevvon may receive or collect: (a) certain diagnostics or other technical information concerning Your handheld device, including operating system and application software information and environment information, location information, hardware IDs and model numbers, Wi-Fi, radio or wireless strength and connections, list of installed applications, program or application usage information, data regarding processes running and device configuration, system events, and other information regarding the condition of Your mobile device that may be helpful for App diagnostics purposes (all of which may include Your personal Information) (“Technical Data”); and (b) access to past data You submitted or, attempted to submit through the App, or that was created through use of the App. You are solely responsible for all content provided, uploaded and used by You in connection with or through the App. 2 Distributors 2.1 The Parties acknowledge and agree that these Terms are entered into between them and not with any Distributor. You agree that a Distributor shall have no liability or responsibility to You whatsoever in connection with the App, including without limitation, in relation to the license, distribution or use of the App, or the performance or non-performance of the App. The Parties acknowledge and agree that a Distributor and its subsidiaries shall be third party beneficiaries to these Terms, and upon Your acceptance of the terms and conditions of these Terms, a Distributor shall have the right (and shall be deemed to have accepted the right) to enforce these Terms against You as a third party beneficiary hereof. 6 Termination and Suspension 2.2 These Terms are effective until and unless terminated. These Terms will terminate (a) automatically, and without notice to you, upon Nevvon’s discovery of Your breach or failure to comply with any provision of these Terms; or (b) immediately, without notice, if Nevvon ceases to offer or provide the App. You may terminate these Terms at any time by emailing getintouch@nevvon.com to delete Your Nevvon Account login information. Nevvon may terminate these Terms and/or disable Your ability to use App for any reason whatsoever in Nevvon’s sole discretion, including an abuse of the App by You. Upon any termination, Your right to access and use the App shall immediately cease and You agree to remove, and de-install the App and any copies made as permitted herein and You acknowledge that Your removal and de-installation of the App may remove messages, content, data, or files related to or previously downloaded and stored on Your mobile device. You acknowledge that Nevvon may block or suspend or terminate Your access to the App. Nevvon shall not have any liability to You arising from or related to the termination of these Terms, or the termination or suspension or blocking of the App or any rights or licenses granted herein, in accordance with these Terms. Any termination under these Terms by Nevvon will be effective without Nevvon obtaining any judicial or administrative consent, approval or resolution whatsoever in Your jurisdiction. You acknowledge that Your termination of these Terms may not remove all information or data You previously submitted to or generated through using the App. 2.3 Notwithstanding the foregoing, Nevvon reserves the right to modify, suspend, disconnect, or discontinue providing the App or otherwise at any time, without written notice. 2.4 Nevvon reserves the right to delete, block, or ban Your Nevvon Account, including banning You from using the App, immediately and without notice should Nevvon suspect or have reason to believe, in its sole discretion, that You are violating any terms of these Terms. If You have been so banned, You will not be permitted to re-register for another Nevvon Account.
10 Warranty Disclaimers
10.1 WITHOUT LIMITING THE FOREGOING, AND EXCEPT FOR THOSE WARRANTIES PROVIDED IN THE DOCUMENTATION, THE APP IS PROVIDED “AS IS”. ANY USE BY YOU OF THE APP IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVVON DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. NEVVON DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APP WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE OR THAT THE APP WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE APP WILL BE CORRECTED, OR THAT THE APP IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE TO ENGAGE ON A VOLUNTARY BASIS AND AT YOUR OWN RISK IN ANY EVENTS AND ACTIVITIES YOU PARTICIPATE IN USING THE APP.
11 Limitation of Liability and Indemnity
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEVVON, OR ANY OF ITS AFFILIATES, OWNERS OR LICENSORS OF, OR AUTHOR OR CONTRIBUTORS TO, THE APP, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR PERSONAL INJURY OR DEATH) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEVVON’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OR OTHERWISE WITH RESPECT TO THE APP OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE APP.
11.2 ALL LIMITATIONS AND EXCLUSIONS SET OUT IN THESE TERMS APPLY REGARDLESS OF HOW YOU ACQUIRE OR OBTAIN ACCESS TO THE APP OR ANY THIRD PARTY ITEMS.
11.3 THE LAWS OF SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTIES, CONDITIONS, ENDORSEMENTS, GUARANTEES, ASSURANCES OR REPRESENTATIONS IN CONTRACTS WITH CONSUMERS AND TO THE EXTENT YOU ARE A CONSUMER THESE EXCLUSIONS MAY NOT APPLY TO YOU.
11.4 NEVVON SHALL NOT BE LIABLE FOR MISUSE OR ACCIDENTAL, UNLAWFUL OR UNAUTHORIZED DESTRUCTION, LOSS, ALTERATION, DISCLOSURE, ACQUISITION OR ACCESS ARISING FROM MISUSE OR NEGLIGENT USE OF THE APP OR USER’S MOBILE DEVICE BY THE USER, INCLUDING BUT WITHOUT LIMITATION RELIANCE ON THE APP FOR MEDICAL ADVICE, LEAVING THE USER’S MOBILE DEVICE UNATTENDED, LOSS OF THE USER’S MOBILE DEVICE OR THE DEVICE, UNAUTHORIZED ACCESS TO THE DEVICE OR THE USER’S MOBILE DEVICE, OR THIRD PARTY ACCESS TO THE DEVICE OR USER’S MOBILE DEVICE
11.5 You agree to indemnify, and hold harmless Nevvon, its suppliers, successors, agents, authorised distributors, (including a Distributor) and assigns and each of their directors, officers, employees and independent contractors (each an “Indemnified Party”) from any damages, losses, costs or expenses (including lawyers’ fees and costs on a solicitor and its owner client basis) incurred by an Indemnified Party or brought against an Indemnified Party, and at the Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the Indemnified Party, arising from: (i) Your use of the App, including but not limited to any errors, technical or human, whether intentional or not, in entering Your data or personal information into the App including but not limited to credit card information; (ii) Your breach of this Agreement; (iii) Your unauthorized use of another individual’s Nevvon Account; or (iv) the unauthorized use of Your Nevvon Account by another. No remedy herein conferred upon Nevvon is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.
12 Claims
12.1 The Parties hereby acknowledge and agree that a Distributor is not responsible for addressing any claims by You or a third party relating to the App or Your possession and/or use of the App, including but not limited to: (i) App liability claims, (ii) any claim that the App fails to conform to any legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that in the event of any third party claim that the App or Your possession and use of the App infringes that third party’s intellectual property rights, a Distributor shall not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
13 General
13.1 Law. These Terms are to be governed by and construed under the laws of the Province of Ontario, excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to these Terms. The parties irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder. 2.5 Privacy Policy. Your privacy and security are important to Nevvon. All personal information that is collected and processed is outlined under the Privacy Policy. 2.6 Legal Compliance. You represent and warrant that: (i) You are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. government list of prohibited or restricted parties. 2.7 Severability. To the extent any provision or part thereof (“Part”) of these Terms is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that Part will not affect: (i) the legality, validity or enforceability of the remaining Parts of these Terms; or (ii) the legality, validity or enforceability of that Part in any other jurisdiction, and that Part will be limited if possible and only thereafter severed, if necessary, to the extent required to render these Terms valid and enforceable. 2.8 Assignment. Nevvon may assign these Terms without notice to You. You shall not assign these Terms in whole or in part without the prior written consent of Nevvon. 2.9 Notices. All notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to Nevvon at 1140 Sheppard Avenue West, Unit 12, Toronto, Ontario, M3K2A2, Canada Attention: James Cohen and to You to by electronic transmission to an email address furnished by You to Nevvon; or if Nevvon has no contact information for You, notice may be duly given when prominently posted in the App or on the Website. 2.10 Entire Agreement / Changes. These Terms constitute(s) the entire agreement between You and Nevvon with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the App other than as set out in these Terms. Except to the extent that Nevvon is expressly precluded by applicable law, Nevvon further reserves the right to, within its sole discretion, make changes to these Terms on a prospective basis, including to reflect changes in or required by law (including, changes to ensure the enforceability of these Terms) or changes in business practices, by providing You with reasonable notice of the change either electronically (as contemplated by the Notice provision above) or by posting notice of the change on the Website and You should regularly review the Website for changes. If You continue to use the App after notice of the change has been given, then You shall be deemed to have accepted those changes. If You have a concern about the change(s) please getintouch@nevvon.com to inquire as to Your options. If You don’t accept any changes to these Terms or updates or upgrades to the App then you must immediately cease using the App and remove it from Your mobile device. 2.11 Language. It is the express will of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. If these Terms are translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent, prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to these Terms shall be conducted in the English language, including any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments. 2.12 Survival. The provisions of Sections 7, 9.3, 12, 13.3, 14, 15, 16, 17.1, 17.2, 17.4, 17.6, 17.7, 17.8, 17.9 and any other terms herein which expressly state that such terms will survive, shall survive the termination or expiration of these Terms for any reason. 2.13 Questions. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THESE TERMS, PLEASE CONTACT NEVVON AT GETINTOUCH@NEVVON.COM
