Ogaei Platform Terms of Service

Last Updated: December 24, 2024

Please carefully read these Ogaei Platform Terms of Service (these “Terms of Service”) before registering for or using the Platform. These Terms of Service are a binding contract between you and Ogaei Inc. (“Company”) that governs the use of the Platform, exempts Company and other persons from liability, specifies the jurisdiction for the resolution of disputes and contains other important provisions.

By using the Platform, you acknowledge and signify that you have read, understand and agree to these Terms of Service. If you do not agree to these Terms of Service, then you may not use the Platform.

Definitions and Interpretation
1. Binding Agreement: These Terms of Service are a binding agreement between you and Company regarding the use of the Platform. By registering for an Account or using the Platform, you acknowledge and signify that you have read, understood and agreed to the most current version of these Terms of Service. If you do not accept and agree to the most current version of these Terms of Service, then you may not register for an Account or use the Platform.
2. Definitions: In these Terms of Service, the following terms have the following meanings and other capitalized terms have the meaning set out elsewhere in these Terms of Service:
  1. “Authorized Provider” means a regulated health professional engaged by Company to provide Healthcare Services.
  2. “Account” means a valid and subsisting account with Company for use of the Platform;
  3. “Healthcare Services” means telehealth healthcare services delivered to you by an Authorized Provider through the Platform, which services may be delivered to you by text, audio or video technology.
  4. “Platform” means the Company’s information technology platform consisting of applications, websites, content, products and services.
  5. “Services” means all services performed or provided by or on behalf of Company to and for your benefit pursuant to this Agreement, including the Healthcare Services.
  6. “Subscription” means your valid and subsisting subscription for the use of the Services.
3. Other Agreements: These Terms of Service are in addition to other agreements, including the end user license agreement pursuant to which Company makes the Ogaei mobile application available to you (collectively, the “Other Agreements”) between you and Company (collectively the “Parties” and each a “Party”). If there is a conflict or inconsistency between these Terms of Service and the Other Agreements, then the Other Agreements will take priority and govern regarding the specific subject matter to which they apply, and these Terms of Service will take priority and govern regarding all other matters.
4. Changes: Company in its discretion may change these Terms of Service at any time and from time to time, without any prior notice, by posting the changed Terms of Service on the Company website https://ogaei.care/terms-of-services and in your Account. The changed Terms of Service are effective immediately on posting on the Company website, unless the changed Terms of Service expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms of Service and review any changes since the previous version. By continuing to use the Platform, you signify your unconditional acceptance and agreement to be bound by the changed Terms of Service. You may not change these Terms of Service in any manner.
Platform
1. General: Subject to the provisions of these Terms of Service, Company grants to you a non exclusive, non-sublicensable, non-transferable, restricted and limited license during the term of the Subscription to use the applicable functionalities of the Platform in accordance with the details of the Subscription and the restrictions and requirements set out or referenced in these Terms of Service.
2. Permitted/Restricted Users: You may not use the Platform if you are under the age of majority in the jurisdiction in which you reside or if you cannot form a legally binding contract. You may not register for an Account or use the Platform if you do not accept these Terms of Service or the applicable Other Agreements, if you breach these Terms of Service or any Other Agreements, if you are located in a jurisdiction where access to or use of the Platform is prohibited by law or if Company has prohibited you from using the Platform. Notwithstanding the foregoing or any other provision of these Terms of Service, Company reserves the right in its discretion and for its sole convenience to refuse to provide the Platform to you or any other person. You may not use the Platform on behalf of any other person unless you have a lawful right to do so (such as if you are the person’s substitute decision maker or legal guardian).
3. Permitted/Restricted Use: Subject to these Terms of Service and all applicable laws, you may only the Platform for your own lawful, personal, non-commercial purposes, in the manner permitted by these Terms of Service and subject to all applicable Other Agreements and applicable laws. Use of the Platform for any other purpose or in any other manner is strictly prohibited. Without limiting the generality of the foregoing, you will not: (a) use the Platform in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Platform or Company’s systems or data, or to attempt to gain unauthorized access to Company’s systems or data; (b) index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data from the Platform for any purpose whatsoever, using any technologies, tools or methods (including robots, spiders, crawlers or other automatic devices, programs or methodologies) whatsoever; (c) license, sublicense, grant, sell, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit the use of the Platform to or for the benefit of any other person; (d) alter, attempt to circumvent, destroy, obscure, conceal, modify or remove any notices (including proprietary rights notices), proprietary codes or locks, means of identification, digital rights tools or management information, security or control measures, or agreements on, in or in relation to the Platform; (e) attempt to circumvent the ordinary navigational structure, technical delivery systems or display of the Platform or attempt to access or use the Platform or Company’s systems or data by any means that is not purposely made available to you by Company; (f) copy any ideas, features or functions of the Platform or create a product or service using the ideas, features or functions of the Platform; or (g) permit, assist or encourage any other person to do any of the foregoing in this Section 2.3.
Accounts
1. General: You must access and use the Platform through an Account.
2. Credentials: You must use a valid username and password for your Account that complies with Company’s technical requirements and policies (collectively “Credentials”). Credentials are personal to you and may not be shared with or used by any other person. You are fully responsible and liable for maintaining the confidentiality of your Account and Credentials and for any and all use and misuse of your Account and Credentials (including all transactions using your Account or Credentials) and for all resulting loss and damage. You will immediately notify Company by email to info@ogaei.care if you discover any unauthorized use of your Account or if you know or suspect that your Credentials have been lost or stolen or become known to or used by any other person.
3. User Information: To create an Account, Company may require that you provide your name and email address, date of birth, OHIP number and payment information. You represent and warrant that all information you provide to Company is true, accurate, current and complete, and that you will update the information from time to time so that it remains true, accurate, current and complete. Company will rely on the information that you provide. Company is not under any obligation to verify the truth, accuracy, currency or completeness of any information you provide, but Company may do so in its discretion, and you hereby consent to Company making reasonable inquiries as Company considers appropriate to verify the information you provide. You hereby authorize Company to create and retain, in accordance with applicable laws, records of all information that you provide to Company and all communications between you and Company and to use, retain and disclose that information as reasonably necessary to provide the Platform and to otherwise perform Company’s obligations and exercise Company’s rights under these Terms of Service and applicable Other Agreements. You are solely responsible and liable for all loss, damage and expense that you, Company or any other person may suffer or incur as a result of your submission of any false, inaccurate, out of date or incomplete information, your failure to promptly update your information if it changes or any other breach of your obligations under this Section 3.3.
4. Reliance/Verification: Company may act upon any communication that is given through your Account or by using your Credentials. Company is not under any obligation to verify the actual identity or authority of any person using your Account or Credentials, but Company in its discretion may at any time require verification of the identity of any person seeking to access your Account and may deny access to and use of your Account if Company is not satisfied with the verification.
5. Cancellation/Suspension/Termination: Company in its discretion may cancel or suspend your Account or reject, revoke or require that you change or renew your Credentials at any time without notice or liability to you or any other person, including if your Account is inactive. If your Account is suspended, cancelled or terminated by Company, you may not create another Account without Company’s express prior written consent.
Healthcare Services
1. Application: This Section 4 applies only to Healthcare Services, and not any other Services provided by Company to you under this Agreement.
2. Your Relationship to Authorized Providers and Company: Only Authorized Providers will provide Healthcare Services to you. Company is not registered to provide Healthcare Services. Company solely facilitates the provision of Healthcare Services to you by engaging Authorized Providers to provide Healthcare Services, and providing services to Authorized Providers in Company’s capacity as an “agent” (as defined in the Personal Health Information Protection Act (Ontario)) to assist Authorized Providers to provide Healthcare Services to you. Company is not a party to the relationship between you and an Authorized Provider from whom you receive Healthcare Services.
3. Location of Healthcare Services: Each province in Canada has rules governing who may practice telehealth and the conditions for doing so. Depending on the jurisdiction in which you reside, Authorized Providers may or may not be located in your jurisdiction of residence when providing Healthcare Services to you through the Platform. For additional information on the residency requirements of an Authorized Provider in relation to the provision of telehealth, please consult with the relevant regulator of which the Authorized Provider is a member.
4. Discontinuation of Healthcare Services: An Authorized Provider may, in the Authorized Provider’s discretion, choose to discontinue providing Healthcare Services to you without notice or liability to you or any other person.
Fees and Payment
1. Fees/Charges: Payment of a fee is required for the provision of Healthcare Services that are not covered or insured by the health plan of your province or territory of residence (“Uninsured Healthcare Services”) in the currency specified in your Account. Specifically, you will be charged a provider fee for any Uninsured Healthcare Services you receive from an Authorized Provider (the “Provider Fee”) and a service fee for your related use of the Platform (collectively, “Fees/Charges”). Fees/Charges vary depending on the nature of the Uninsured Healthcare Services provided. Unless these Terms of Service expressly states otherwise, Fees/Charges will be exclusive of all applicable taxes and currency exchange settlements. Depending on your location, some transactions might require foreign currency conversion or might be processed in another country. Your bank might charge you additional fees if you pay using a credit card.
2. Taxes: You will pay to Company all Taxes that Company is required by applicable law to collect from you or to pay for or on behalf of you to applicable governmental authorities. In these Terms of Service, “Taxes” means all federal, state, provincial and municipal sales, use, value-added, property, excise, import, export, foreign, withholding and other governmental taxes, duties, charges, deductions, levies, fees, excises, tariffs and assessments of any nature whatsoever now or hereafter imposed, and all related interest, penalties and expenses.
3. Payment: To pay the Fees/Charges and Taxes, you will be asked to provide a payment method at the time you create an Account or register for a Subscription. By providing Company with a payment method, you: (a) represent that you are authorized to use the payment method you provided; (b) acknowledge that, unless otherwise specified in these Terms of Service, Company will charge Fees/Charges on a recurring basis using your payment method until the Subscription is terminated; and (c) authorize Company to charge your payment method for the Fees/Charges and Taxes for a Subscription in advance of the Subscription term. If you request any upgrades to your existing Subscription or use any paid features of the Platform not covered by your existing Subscription, you authorize Company to charge your payment method for Fees/Charges and any Taxes applicable to those upgrades or paid features on or before the Company makes those upgrades or paid features available to you. Except as expressly set forth in these Terms of Service or applicable Other Agreements or otherwise required by applicable law, Fees/Charges are not refundable.
Other Matters
1. General Representations/Warranties: You represent and warrant to Company that you have the right, power, capacity and authority to lawfully enter into these Terms of Service and lawfully perform your obligations and exercise your rights under these Terms of Service.
2. Technical Requirements: You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for and protecting from loss and damage all equipment (including mobile computing devices and personal computers), software and Platform (including Internet access) necessary for your use of your Account and the Platform (including transmission of data to and from Company).
3. Notifications: You will promptly notify Company if you know of or suspect any unauthorized access to or use of the Platform, and on request by Company you will cooperate with and assist Company to investigate and respond to the unauthorized access or use (as applicable).
4. Privacy: By accepting these Terms of Service you consent to the collection, use, retention, disclosure and deletion of your personal information and personal health information by Company in accordance with Company’s Privacy Policy as amended from time to time, and as otherwise permitted by applicable law. The Company’s Privacy Policy forms part of these Terms of Service and it is imperative that you review it prior to agreeing to these Terms of Service. You have the right to withdraw your consent to Company’s collection, use and disclosure of your personal information and personal health information and you acknowledge that such withdrawal of consent may impact your eligibility to use the Platform.
Proprietary Rights
1. Ownership: Except for the limited license expressly set out in Section 2.1, (a) as between the Parties, Company will at all times solely own and retain all rights, title and interest (including all intellectual property rights) throughout the world in, to and associated with the Platform; and (b) neither you nor any other person will acquire any right, title or interest in, to or associated with the Platform.
2. Trademarks: Company’s logo and other related trademarks and symbols are registered or unregistered trademarks, service marks and trade names owned or licensed by Company. Any unauthorized use of those trademarks is strictly prohibited, and nothing in these Terms of Service or any Other Agreements will be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of those trademarks and service marks.
3. Feedback: If you give to Company any feedback (including any review, comments, ideas or suggestions for corrections, enhancements or improvements) regarding the Platform, then Company and its successors, assigns and licensees may use the feedback for any and all purposes (including to support, maintain and improve the Platform) without providing any compensation or attribution to you or any other person. Company may in its discretion modify your feedback (e.g. for grammar and spelling) prior to use.
4. Reservation: All rights not expressly granted by these Terms of Service or any Other Agreements are reserved by Company.
DISCLAIMERS
1. GENERAL: YOU ARE SOLELY RESPONSIBLE FOR THE USE OF YOUR ACCOUNT AND THE SELECTION AND USE OF THE PLATFORM AND SERVICES (INCLUDING HEALTHCARE SERVICES) TO ACHIEVE YOUR INTENDED RESULTS, AND YOU USE THE PLATFORM AND SERVICES (INCLUDING HEALTHCARE SERVICES) AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES (INCLUDING HEALTHCARE SERVICES) ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, TRUTHFULNESS, QUIET ENJOYMENT, UNINTERRUPTED SERVICE OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY COMPANY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF COMPANY WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY, CONDITION OR PROMISE.
2. SPECIFIC ACKNOWLEDGEMENTS AND DISCLAIMERS: WITHOUT LIMITING SECTION 8.1 AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE:
  1. NO REPLACEMENT FOR PRIMARY CARE: YOU ACKNOWLEDGE THAT THE HEALTHCARE SERVICES ARE NOT INTENDED TO REPLACE VISITS TO YOUR REGULAR PRIMARY CARE PROVIDER. COMPANY DOES NOT REPORT TO YOUR PRIMARY CARE PROVIDER REGARDING HEALTHCARE SERVICES OR ANY OTHER MATTER. YOU ARE SOLELY RESPONSIBLE FOR NOTIFYING YOUR PRIMARY CARE PROVIDER OF ANY HEALTHCARE SERVICES THAT YOU MIGHT HAVE RECEIVED AND ALL RELATED MATTERS.
  2. NO REPLACEMENT FOR EMERGENCY HEALTHCARE: YOU ACKNOWLEDGE THAT THE HEALTHCARE SERVICES ARE NOT PROVIDED TO YOU OR ANY OTHER PERSON AS EMERGENCY HEALTHCARE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU MUST SEEK EMERGENCY HEALTHCARE AT YOUR NEAREST HOSPITAL OR BY CALLING 9-11.
  3. TECHNOLOGY AND SECURITY: YOU ACKNOWLEDGE THAT THE PLATFORM OR THE SERVICES (INCLUDING HEALTHCARE SERVICES) MIGHT BE AFFECTED BY CIRCUMSTANCES BEYOND COMPANY’S CONTROL, MIGHT NOT BE CONTINUOUS, UNINTERRUPTED OR SECURE AND ARE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, FAILURES OR ANY DAMAGE, LOSS OR LIABILITY RESULTING FROM ANY OF THOSE PROBLEMS. YOU ACKNOWLEDGE THAT SECURITY MEASURES USED BY OR ON BEHALF OF COMPANY AND ITS SUBCONTRACTORS AND SERVICE PROVIDERS MIGHT NOT PROTECT THE PLATFORM, THE SERVICES (INCLUDING HEALTHCARE SERVICES) OR DATA STORED OR PROCESSED IN THE PLATFORM AGAINST UNAUTHORIZED ACCESS, USE OR DISCLOSURE. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR USE, ALTERATION, THEFT OR DESTRUCTION OF, THE PLATFORM, THE SERVICES (INCLUDING HEALTHCARE SERVICES) OR ANY DATA STORED OR PROCESSED IN THE PLATFORM, WHETHER THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.
LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY
1. LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY OTHER AGREEMENTS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS OR ANY DAMAGE OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF PRIVACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF PRODUCTIVITY OR ANY OTHER COMMERCIAL DAMAGE OR LOSS) ARISING FORM, CONNECTED WITH OR RELATING TO ACCOUNTS OR THE PLATFORM (INCLUDING YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE PLATFORM) OR ANY RELATED MATTER; AND (B) IF NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE OR ANY OTHER AGREEMENTS COMPANY GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO ACCOUNTS OR THE PLATFORM OR ANY RELATED MATTER EVER EXCEED THE LESSER OF: (1) THE FEES THAT YOU ACTUALLY PAID TO COMPANY DURING THE THREE (3) MONTHS IMMEDIATELY BEFORE THE DATE ON WHICH THE LIABILITY AROSE; AND (2) CDN$50.00. THIS SECTION 9 APPLIES TO LOSS AND DAMAGE HOWEVER CAUSED AND TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY COMPANY OR ANY PERSON FOR WHOM COMPANY IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS OR DAMAGE OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED.
2. EXCEPTIONS: THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THESE TERMS OF SERVICE MIGHT NOT APPLY TO YOU.
3. INDEMNITY: YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES AND EXPENSES AND SETTLEMENT PAYMENTS) ARISING FORM, CONNECTED WITH OR RELATING TO YOUR USE OF AN ACCOUNT OR THE PLATFORM OR YOUR NEGLIGENCE, MISCONDUCT OR BREACH OF THESE TERMS OF SERVICE OR ANY APPLICABLE OTHER AGREEMENTS. NOTWITHSTANDING THE FOREGOING, COMPANY GROUP RETAINS THE RIGHT TO PARTICIPATE IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE.
4. DEFINITION: IN THIS SECTION 9, “COMPANY GROUP” MEANS COMPANY AND EACH OF COMPANY’S CORPORATE AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (INCLUDING AUTHORIZED PROVIDERS), AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.
Suspension/Termination
1. Term: The term of these Terms of Service will commence on the start date of the Subscription (as specified in your Account) and will continue in full force and effect until the Subscription cancelled or terminated in accordance with these Terms of Service.
2. Suspension: Company in its discretion may immediately suspend or restrict your Account and your permission to order the Platform at any time without notice or liability to you or any other person.
3. Termination: These Terms of Service as they apply to you are effective unless and until terminated as set forth in this Section 10.3. You may terminate these Terms of Service as they apply to you by permanently closing/deactivating your Account. Company in its discretion may for its sole convenience terminate these Terms of Service at any time by giving a notice of termination to you or by permanently closing/deactivating your Account.
4. Consequences of Termination: If these Terms of Service expire or is terminated for any reason: (a) you will no longer be entitled to access or use your Account or any Service (including the Healthcare Services); and (b) each Party will remain fully responsible and liable for all of the Party’s obligations and liabilities arising before the expiration or termination of these Terms of Service.
5. Survival: Notwithstanding any other provision of these Terms of Service, the obligations and liabilities you incur prior to termination of these Terms of Service will survive termination, and Sections 1.3, 2, 3.5, 4.4, 6.3, 6.4, 7, 8, 9, 10.4, 10.5 and 11 of these Terms of Service (and all other provisions of these Terms of Service necessary to their interpretation or enforcement) will survive termination and continue to apply and be binding upon you and Company.
General Matters
1. Governing Law: These Terms of Service, the Other Agreements, the Platform, the relationship between you and Company, and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.
2. Disputes: All disputes, controversies and claims arising under, out of, in connection with, or in relation to these Terms of Service or its subject matter (including the Platform) or any related matters or any legal relationship associated therewith or derived therefrom (collectively “Disputes”) will be referred to and finally resolved by binding arbitration under the ADRIC Arbitration Rules of the ADR Institute of Canada, Inc. (the “ADR Institute”) by one arbitrator appointed in accordance with those rules. The arbitration will be private and confidential, and will be administered by the ADR Institute in accordance with its rules. If the ADR Institute is not operative, the arbitration will proceed ad hoc and be governed by the Arbitration Act, 1991 (Ontario). The place of arbitration will be the City of Toronto, Ontario and the language used in the arbitration will be the English language. Any award rendered in an arbitration is final and binding and judgment on the award may be entered in any court having jurisdiction for its enforcement. Notwithstanding the foregoing in this Section 11.2, you and Company each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the Ontario Superior Court of Justice sitting in Toronto, Ontario in respect of all matters that are not properly subject to arbitration pursuant to this Section 11.2, except that Company in its discretion may commence legal proceedings against you in the Ontario Superior Court of Justice or the competent courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Service and protect Company’s rights in, to and associated with the Platform. You and Company each waive all rights to trial by jury.
3. Notices: Company may deliver notices to you by email to the address that you provide to Company in connection with your Account. You are solely responsible for ensuring that those addresses are and remain current and correct throughout the term of these Terms of Service. You will give all notices required under these Terms of Service to Company in writing delivered by email to Company at the following email address: info@ogaei.care.
4. Force Majeure: Notwithstanding any other provision of these Terms of Service or any Other Agreements, Company will not be liable for any delay in performing, or failure to perform, any of its obligations under these Terms of Service or any Other Agreements to the extent performance is delayed or prevented due to any cause or causes that are beyond Company’s control. Any delay or failure of that kind will not be a breach of these Terms of Service or any Other Agreements by Company, and the time for Company’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
5. Miscellaneous: You and Company are non-exclusive, independent contracting parties, and nothing in these Terms of Service or any Other Agreements or done pursuant to these Terms of Service or any Other Agreements will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between you and Company. Upon request by Company, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of these Terms of Service and applicable Other Agreements. No consent or waiver by Company to or of any breach by you of these Terms of Service or any Other Agreements will be effective unless the consent or waiver is confirmed in a document that is signed by Company or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Company’s rights and remedies under these Terms of Service and the Other Agreements are cumulative and not exhaustive or exclusive of any other rights or remedies to which Company may be lawfully entitled under these Terms of Service or any Other Agreements or at law, and Company will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of these Terms of Service or any Other Agreements is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Service or the Other Agreements (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Service or the Other Agreements (as applicable) would fail in their essential purpose. You may not assign these Terms of Service or any Other Agreements or any of your rights, licenses, duties or obligations under these Terms of Service or any Other Agreements. Company in its discretion may assign these Terms of Service and the Other Agreements and any or all of Company’s rights, licenses, duties and obligations under these Terms of Service and the Other Agreements. Company may engage subcontractors to perform Company’s obligations under these Terms of Service and the Other Agreements. The provisions of these Terms of Service and applicable Other Agreements will enure to the benefit of and be binding upon you and Company and your respective successors, permitted assigns and personal representatives.
6. Interpretation: In these Terms of Service and applicable Other Agreements (each a “Contract Document”): (i) a reference to the Contract Document refers to the Contract Document as a whole and not just to the particular provision in which the reference appears; (ii) a reference in a Contract Document to a Section by number is a reference to the appropriate Section in the Contract Document; (iii) headings are for reference only and do not define, limit or enlarge the scope or meaning of the Contract Document or any of its provisions; (iv) words importing the singular number only include the plural and vice versa; (v) words importing a gender include both genders; (vi) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (vii) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (viii) “law” includes common law, equity, statutes and regulations, and a reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (ix) “discretion” or any variation thereof means a person’s sole, absolute and unfettered discretion.
7. Complete Agreement/Governing Language: These Terms of Service and all applicable Other Agreements together set forth the entire agreement between you and Company regarding the subject matter of these Terms of Service and the Other Agreements (including the Platform), and supersede all prior or contemporaneous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of these Terms of Service and the Other Agreements. Except as expressly set forth in these Terms of Service, these Terms of Service and the Other Agreements may not be modified except by a written document that expressly states that it is an amendment to these Terms of Service or the Other Agreements (as applicable) and is signed by an authorized representative of Company. You and Company have expressly requested and required that these Terms of Service and all Other Agreements and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. Subject to applicable law, any non-English translation of these Terms of Service or any Other Agreements provided by Company is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English translation then the English version will take priority and govern.

If you have any questions or comments regarding these Terms of Service or any Other Agreements, please contact Company at: info@ogaei.care