The following terms of use (the "Terms of Use") govern your use or accesss of: (1) the Eve Medical Inc.. ("Eve Medical", "Eve""us""we""our") website located at http://evekit.com(the "Website"); (2) the evekit.com online portal, and (3) all other services provided by Eve, as described on the Website (collectively, the "Portal"). These Terms of Use form an agreement between Eve and you. The term "You" refers to the person or entity visiting the Portal, browsing or otherwise using the Portal, or receiving any Portal Services. A copy of these Terms of Use may be downloaded, saved and printed for your reference.

By accessing and using the Portal, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Portal.

Changes to these Terms of Use and Portal


Except where prohibited by applicable law, Eve reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Portal after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Eve reserves the right to change any information, material or content (including, but not limited to, pricing, features and availability of Portal Services) contained on or provided through the Portal (the "Content") at any time, and from time to time, without notice.

Use of the Portal


As a condition of your use of the Portal, 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 Portal in accordance with these Terms of Use; (4) all information supplied by you on the Portal is true, accurate, current and complete; and (5) if you are accessing or using the Portal 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 Terms of Use.

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

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

Health Services


The Portal Services, as permitted by Eve and these Terms of Use, Eve provides a method for users to collect samples at home for the purposes of laboratory-based testing and facilitates the provision of lab results and access to appropriately licensed physicians or healthcare providers ("Providers") and health administrative personnel ("HAPs"). These services (“Health Services”) as well as related healthcare and administrative support services (“Support Services”), are a subset of the Portal Services and are provided via telemedicine utilizing the Portal. You consent to receiving the Health Services from a Provider that will be in a different physical location, including another province where permissible by law. You will have access to the name and location of the Provider from which you are accessing care. You have the right to discontinue your use of Health Services from a given Provider at any time, however Eve will provide a replacement provider at its sole discretion.

All Providers are independent of Eve and independent contractors solely responsible for the provision of Health Services to you. All HAPs are employees of Eve and only provide Support Services that do not fall within the scope of practice of any regulated health profession. Eve is not engaged in the practice of medicine or any other regulated health profession. Neither Eve nor any other party associated with Eve (except for Providers) is liable for any Health Services provided to you by Providers. None of the Content (except as may be directly communicated to you by Providers) is medical advice or an endorsement, representation or warranty regarding the safety, appropriateness or effectiveness of any particular diagnosis, treatment or medication for you.

Neither the Health Services provided by Providers nor the Support Services provided by HAPs are intended to replace your primary care relationship with your family physician or other primary care health professional. You should continue to consult your family physician or other primary care professional, or as recommended by them, including for Services which may include or overlap with Health Services provided by Providers through the Portal.

In addition to the material risks and side effects that may be associated with a course of treatment or medication that is prescribed or recommended for you, there are potential material risks that are specifically associated with home-based sample collection and with Telemedicine and which may adversely impact the ability of the Provider to provide Health Services, including but not limited to (a) differences in sample performance, quality or stability compared to samples collected in-person by a licensed health professional, which may prevent the lab from processing your sample successfully or at all, or could result in errors (b) delays or complications related to shipping, both before or after sample collection, which could delay access to care or affect sample integrity (c) delays in evaluation, diagnosis or treatment resulting from the use of technology, including provision of non real-time Health Services (d) lack of access to your personal health records maintained outside the Portal (i.e., by your family physician or other primary care health professional), which may result in adverse drug interactions, allergic reactions, or other judgment errors (e) unauthorized collection, use or disclosure of your personal health information due to a security protocol breach or failure. By consenting to receive Health Services or Support Services using the Portal, you consent to these inherent material risks.

You acknowledge by using the Portal that there are inherent risks to any technology however remote that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your PHI. Eve will notify you to the extent required by law of any security protocol failure or breach that has resulted in in the unauthorized collection, use or disclosure of your PHI. For further information regarding Eve’s privacy policy, please see the section below and the link to Eve’s Privacy Policy.

Privacy and Personal Health Information


Our collection, use, disclosure, retention and disposal and destruction of Personal Health Information (PHI) are governed by our Privacy Policy, located at www.evekit.com/privacy. You must review our Privacy Policy prior to agreeing to these Terms as the Privacy Policy is incorporated by reference into, and accordingly is part of, these Terms. You explicitly consent to the collection, use, disclosure, retention and disposal and destruction of your PHI as set out in the Privacy Policy.

Ownership


The Eve Portal, all Content and rights therein, except PHI, are and shall remain Eve’s property or the property of Eve’s licensors. Neither these Terms of Use nor your use of the Eve Portal convey or grant to you any rights to use or reference in any manner Eve’s brand elements, company name, logo, product and service names, trademarks or services marks or those of Eve’s licensors. You are not permitted to copy or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, other than your PHI, except as expressly permitted by these Terms of Use, or with Eve’s express written consent.

User Account


You will be required to successfully sign up for a user account (the "User Account") on the Portal and be issued with a username and password login credentials by Eve ("User ID") in order to receive any Portal Services. If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else, and you will not collect or harvest any personal data of any other user of the Portal, including account names or login credentials. Eve reserves the right to disable any User Account issued to you at any time at Eve’s sole discretion. If Eve disables access to a User Account issued to you, you may be prevented from accessing the some or all of the Portal.

Term and Termination


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

Fees / Payment


Like certain other health professional services, Healthcare Services accessed through the Portal are provided for a fee and are not covered by provincial health insurance. You or a responsible third party will pay applicable fees plus applicable sales or value added tax, as quoted in Canadian dollars, and are non-refundable and payable upon invoicing or demand from Eve. You or a responsible third party will pay all sales and value added taxes that may be imposed in each applicable jurisdiction and will hold and save Eve harmless in respect of any such taxes. For clarity, however, Eve will not charge you any Fees for any Health Services that are insured under a provincial or territorial health insurance plan in Canada which you are entitled to receive at no cost to you as an insured person under any such plan.

No Unlawful or Prohibited Use


You will not, without Eve's prior written permission, use the Portal 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 Portal or the Content or any part thereof on any commercial or non-commercial website; (2) access, monitor or copy any part of the Portal 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 Portal or bypass or circumvent other measures employed to prevent or limit access to the Portal; (4) take any action that imposes, or may impose, in Eve’s discretion, an unreasonable or disproportionately large load on the Portal; (5) deep-link to any portion of the evekit.com portal; (5) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Portal or the Content; (7) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Portal or any Content, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Portal or the Content; (8) use the Portal 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 Eve and only in the exact manner specified and enabled by Eve; (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 Portal 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 Portal or the Content; (11) create derivative works based on the Portal or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Portal or the Content; (12) use the Portal in a manner that violates the rights (including to intellectual property rights) of any third party, including by providing, uploading or transmitting any content that violates such third-party rights; or (13) upload to or transmit through the Portal any Content that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by Eve in its sole discretion.

Third Party Websites


The Portal may provide links to third party websites. Eve 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 Eve's control, and if you choose to access any such web site, you do so entirely at your own risk.

Computers, Networks and Communications with the Portal


Eve is not liable for your information stored or recorded by any computer, tablet, mobile device or any network, whether public or private, that you may use to access the Eve Portal. 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 Portal.

Eve does not guarantee the confidentiality of any communications made by you through the Portal. Although Eve and any third party service providers, make reasonable attempts to follow industry practices in securing the transmission of data to, from, or through the Portal, you understand, agree and acknowledge that Eve cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Portal.

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.

THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE PORTAL AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PORTAL OR THE CONTENT IS AT YOUR OWN RISK. EVE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PORTAL OR THE CONTENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EVE DOES NOT GUARANTEE THE QUALITY, SUITABILITY OR SAFETY OF HEALTHCARE SERVICES. YOU AGREE TO ASSUME ALL RISK ARISING OUT OF YOUR USE OF THE EVE PORTAL, AND ANY RISK RELATED TO THE HEALTHCARE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, EVE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PORTAL AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, IN NO EVENT WILL EVE 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 EVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PORTAL OR THE CONTENT.

You acknowledge and agree that Eve does not provide medical advice, diagnosis, or treatment, and is strictly a supplier of services and technologies, or related infrastructure for connecting patients with independent third party Providers. You acknowledges and agree that the Providers using the Portal are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical services, advice, instructions, treatment decisions, and other professional health care services performed, and that all diagnoses, treatments, procedures, and other professional health care services will be provided and performed exclusively by or under the supervision of Providers, in their sole discretion, as they deem appropriate.

Indemnification


You will defend, indemnify and hold harmless Eve and all of its officers, directors, employees, shareholders 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 (i) your breach of any of your warranties, representations or obligations under these Terms of Use; (ii) your violation of any applicable law or the rights of a third party (including intellectual property rights); or (iii) your use of the Portal or the Content.

In particular, you agree to indemnify and hold harmless Eve, 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.

Geographic Restrictions


Not all of the products and services described on the Portal are available in all jurisdictions. Furthermore, nothing on the Portal 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 Portal, or the Health Services available through the Portal, are not appropriate or available for use in locations outside Canada, and may not function in all locations within Canada.

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 Eve (as well as its agents, delegates, employees, and any Providers or HAPs), including without limitation any Health Services of Support 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 Terms of Use, shall be governed by and construed in accordance with the laws of the province of Ontario (other than conflict of laws rules) and the laws of Canada applicable therein. You hereby acknowledge that the Health Services or Support Services received by you will be provided in Canada and that the Courts of Ontario shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding or cause of action, whatsoever arising from or in connection with those Health Services or Support Services, or from any other aspect of the relationship between you and Eve.

These laws apply to your access to or use of the Portal or the Content, notwithstanding your domicile, residency or physical location. The Portal and the Content are intended for use only in jurisdictions where they may be lawfully offered for use. If any provision of the present Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded.

Entire Agreement, Waiver and Severability


These Terms of Use constitute the entire agreement and understanding of Eve and you with respect to their subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding the subject matter.

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

If any of the provisions contained in these Terms of Use 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 Terms of Use 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.