Terms of Use
Your Agreement to Terms of Use. This website (the “Website”) is operated by Health OPM Inc. (“HealthOPM”). The Website features services provided by HealthOPM. The Website is made available to you subject to your compliance with these terms and conditions of use and the terms and conditions of the HealthOPM’s Privacy Statement (collectively, the “Terms“). By accessing or using the Website, you agree to be bound by, and comply with, the Terms and represent that you understand and can agree to the Terms. If you do not agree to be bound by, and comply with, the Terms, you are not permitted to access or use the Website.
PLEASE READ THESE TERMS OF USE (ALSO REFERRED TO HEREIN AS “AGREEMENT“) CAREFULLY BEFORE USING THE HEALTHOPM WEBSITE. These Terms of Use are a binding contract that governs use of the HealthOPM’s website, limits liability of HealthOPM and other persons, specifies the jurisdiction for resolution of disputes, and contains other important provisions.
- Your Acceptance of these Terms of Use
These Terms of Use are a legal agreement between you and HealthOPM regarding your access to and use of the HealthOPM’s website located at www.healthopm.com and all content, information, and services available on or through the Website. The Website is the property of HealthOPM.
Each time you access or use the Site, you acknowledge and signify that you have read, understood, and agree to be bound by the most current version of these Terms of Use. If you do not agree with these Terms of Use, you may not access or use any aspect of the Website.
These Terms of Use are in addition to any other agreement you may have with HealthOPM.
2. Changes to these Terms of Use
HealthOPM may in its discretion change these Terms of Use at any time, without any prior notice to you, by posting the changed Terms of Use on the Site. The changed Terms of Use are effective immediately upon posting. It is your responsibility to check the “Last Updated” date at the top of these Terms of Use and review any changes since the last version. By using the Website after these Terms of Use have been changed, you signify your acceptance and agreement to the changed Terms of Use. You may not change, supplement or amend these Terms of Use in any manner.
3. Permissible Users
The Website may be used only by natural persons or Corporations.
You may not use the Website if you are under the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age) or if you cannot form legally binding contracts under applicable law. If you are under the age of majority, then your parent or legal guardian may use the Website on your behalf.
You may not use the Website if you breach these Terms of Use, if your permission to use the Website has been suspended or terminated by HealthOPM, or if these Terms of Use as they apply to you have been terminated.
4. Permissible Use
The Website is made available to you for your lawful, non-commercial use only. You may use the Website only for the purposes and in the manner permitted by the Website and subject to these Terms of Use and all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited.
The Website and its content may not be copied, reproduced (except for printing in accordance with this section), imitated, republished, translated, uploaded, posted, publicly displayed, transmitted, modified, indexed, catalogued, mirrored, or distributed in any way, in whole or in part, for any purpose whatsoever, without the express prior written consent of HealthOPM.
You may print Website pages for your non-commercial informational purposes only, provided that you do not modify any of the pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices or disclaimers. You may not use any of the software or services that are used by HealthOPM in the operation or provision of the Website except while you are using the Website in accordance with these Terms of Use.
5. Ownership of Website and Content
The Website and its content (including all text, graphics, interfaces, images, video, sounds, music, artwork, designs, computer code, data, and other elements available on or through the Website, and the design, structure, selection, arrangement, and look and feel of those items, and the Website as a whole) are owned solely by HealthOPM and are protected by Canadian copyright, trademark, and other laws. Your use of the Website does not transfer to you any right, title or interest in, to or associated with the Website or its content.
6. Your Information
You will ensure that all information you provide to HealthOPM, through the Website or otherwise, including your personal information (please see our Privacy Policy for what is included as “personal information”) are true, accurate, current, and complete. HealthOPM will rely on the information you provide. You will be solely responsible and liable for any and all loss, damage and additional costs that you, HealthOPM or any other person may incur as a result of your submission of any false, incorrect, or incomplete information.
7. Communications
You authorize HealthOPM to: (a) accept communications it receives from you by means of the Website as if those communications had been given directly by you in writing and signed by you; and (b) respond to your communications through the Website, by e-mail or other means of communication.
Communications you send to HealthOPM are not effective unless and until they are processed by the responsible HealthOPM representative. HealthOPM may refuse to process any communications sent to HealthOPM, or may reverse the processing of any communications sent to HealthOPM, at any time in HealthOPM’s discretion, and without any notice or liability to you or any other person, including if HealthOPM believes the communication to be fraudulent or unlawful or defective, inaccurate or incomplete due to a technical malfunction.
9. Personal Information Privacy
HealthOPM collects personal information from users of the Website. HealthOPM’s Privacy Policy is available online: [http://healthopm.com/privacy-policy/]
10. Trademarks
HealthOPM and related logos are registered or unregistered trademarks, service marks, and trade names owned by HealthOPM. Any use of the trademarks, service marks or trade names displayed on the Website is strictly prohibited, and nothing appearing on the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks, service marks or trade names.
11. Linked Sites
For your convenience, the Website may provide links or references to other internet sites or resources and businesses operated by other persons (collectively “Linked Sites“). Linked Sites are independent from HealthOPM, and HealthOPM does not endorse, and has no responsibility or liability for or control over, Linked Sites or their business, goods, services, or content. Your use of Linked Sites and your dealings with the owners or operators of Linked Sites is at your own risk, and you will not make any claim against HealthOPM arising from, connected with, or relating to your use of Linked Sites or your dealings with the owners or operators of Linked Sites.
12. Disclaimers
The Website, and the services and content provided through the Website, are provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis, 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 of third party rights, lack of viruses or other disabling or harmful code, performance, quality, results, suitability, security, timeliness, title, quiet enjoyment, uninterrupted service, or workmanlike effort, all of which are hereby waived by you and disclaimed by HealthOPM to the fullest extent permitted by law. You are solely responsible and liable for the selection and use of the services and content provided through the Website to achieve your intended results.
HealthOPM does not promise that the Website, or the services, or content provided through the Website, will be error-free, uninterrupted, or secure, that any defects will be corrected, or that your use of the Website, or services or content provided through the Website, will produce specific results. You use the Website, services and content provided through the Website at your own risk. If you are dissatisfied with the Website or the services or content provided through the Website, your sole remedy is to cease using the Website, services and content provided through the Website.
13. Liability Exclusions
To the maximum extent permitted by applicable law: (a) in no event and under no circumstances will HealthOPM be liable to you or any other person for any damage or loss (including 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 business, loss of opportunity, loss of productivity, or any other commercial damage or loss) arising from, connected with, or relating to the website or services or content provided through the Website; and (b) if notwithstanding the foregoing or any other provisions of these Terms of Use, HealthOPM is liable to you or any other person, then in no event and under no circumstances will HealthOPM’s total aggregate liability arising from, connected with, or relating to the Website or services, or content provided through the Website, exceed $100 CAD. The foregoing liability exclusion and limitation apply to liability under any theory of law (including contract, tort, statute and strict liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by HealthOPM or any person for whom HealthOPM is responsible, even if other remedies are not available or do not adequately compensate you or any other person for the loss and damage, or HealthOPM knew or should have known of the possibility of the potential loss or damage being incurred.
The disclaimer of certain warranties and conditions and the exclusion or limitation of certain liabilities is prohibited by law in some jurisdictions, and so the foregoing disclaimers and liability exclusions and limitations may not apply to you.
14. Indemnity
You will defend, indemnify, and hold harmless HealthOPM from and against any and all losses, damages, costs, expenses, claims, complaints, demands, actions, suits, proceedings, liabilities and obligations (including damages, expenses, and costs), settlement payments, and attorney’s fees and expenses (collectively, “Claims/Proceedings/Liabilities”) directly or indirectly arising from, connected with or relating to your use of the Website or your negligence, misconduct, or breach of these Terms of Use. You will not enter into any settlement or other agreement on behalf of HealthOPM, or which affects the rights or interests of HealthOPM, without HealthOPM’s express prior written consent, which consent may be withheld in HealthOPM’s sole discretion. Notwithstanding the foregoing, HealthOPM retains the right to participate in the defense of and settlement negotiations relating to a Claims/Proceedings/Liabilities with counsel of their own selection at their own sole cost and expense.
15. Changes/Termination
Notwithstanding any other provision of these Terms of Use, HealthOPM may in its discretion change, discontinue, modify, restrict, suspend, or terminate the Website or any of its content at any time without any notice or liability to you or any other person.
HealthOPM may in its discretion and for its convenience at any time immediately suspend or terminate your permission to access and use the Website without any notice or liability to you or any other person.
These Terms of Use as they apply to you are effective unless and until terminated. You may terminate these Terms of Use by permanently ceasing to use the Website and giving written notice of termination to HealthOPM. HealthOPM may terminate these Terms of Use at any time either by giving a notice of termination to you or by denying you access to the Website. The obligations and liabilities you incur prior to termination of these Terms of Use will survive termination. Sections 5, 6, 7, 10, 12, 13, 14, 16, and 17 of these Terms of Use will survive termination and continue to apply and be binding upon you and HealthOPM.
16. Governing Law
These Terms of Use and all related matters are and 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 the laws of any other jurisdiction.
17. Dispute Resolution
(a) Arbitration: Except as expressly set forth in this section 17 and subject to section 17(c), all disputes, controversies and claims arising under, out of, in connection with, or in relation to these Terms of Use, the Website or any related matters (collectively “Disputes” and each a “Dispute“) will be referred to and finally resolved by binding arbitration administered by the British Columbia International Commercial Arbitration Centre (the “BCICAC“) in accordance with its rules and these Terms of Use. There will be a single arbitrator, and the arbitration will be private and confidential. The arbitration will be held at 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, if the total amount of the award sought in an arbitration (not including legal fees and costs) is CDN$10,000 or less, then the arbitration will be subject to the BCICAC Shorter Rules of Procedure and, unless you and HealthOPM expressly agree in writing otherwise: (i) the arbitration will be conducted solely based upon written evidence (declarations or affidavits) and written arguments submitted by or on behalf of each of you and HealthOPM; and (ii) there will be not be any in-person hearing (including any hearing by teleconference, videoconference or web conference) of the parties, witnesses or legal counsel. Notwithstanding the foregoing, this section 17(a) does not apply to a Dispute based upon infringement, misappropriation or violation of intellectual property rights (including copyright and trademarks).
(b) Court Litigation: If and to the extent, and for any reason, that a Dispute is not subject to arbitration as set forth in section 17(a), then subject to section 17(c) the Dispute will be resolved before the Superior Court of Justice sitting in Toronto, Ontario and you and HealthOPM each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those Disputes, except that HealthOPM may commence litigation against you in the competent courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to avoid irreparable harm or to preserve the status quo or to enforce these Terms of Use.
(c) Informal Dispute Resolution: Before you commence arbitration or litigation regarding a Dispute: (i) you will give notice of the Dispute to HealthOPM at (admin@healthopm.com) or (905 491-6808) and allow HealthOPM at least thirty (30) days to investigate and attempt to resolve the Dispute; and (ii) upon request by HealthOPM during the thirty (30) day period you will participate in good faith discussions regarding the Dispute with a view to resolving the dispute in a reasonable manner.
(d) Temporary/Injunctive Relief: Notwithstanding that a Dispute is subject to arbitration under section 17(a): (i) you or HealthOPM may commence litigation in the Superior Court of Justice sitting in Toronto, Ontario seeking injunctive relief (or similar urgent legal remedies) to avoid irreparable harm or to preserve the status quo, and you and HealthOPM each hereby irrevocably submit and attorn to the non-exclusive jurisdiction of that court in respect of those matters; and (ii) HealthOPM may commence litigation against you in the competent courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to avoid irreparable harm or to preserve the status quo or to enforce these Terms of Use.
18. Other Matters
You and HealthOPM are non-exclusive, independent contracting parties, and nothing in these Terms of Use or done pursuant to these Terms of Use will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between you and HealthOPM. Upon request by HealthOPM, 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 Use. No consent or waiver by HealthOPM to or of any breach of these Terms of Use by you will be effective unless in writing and signed by HealthOPM or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Except as expressly set forth in these Terms of Use, HealthOPM’s rights and remedies under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which HealthOPM may be lawfully entitled under these Terms of Use or at law, and HealthOPM will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. The provisions of these Terms of Use will enure to the benefit of and be binding upon you and HealthOPM and your respective successors and permitted assigns. If any provision of these Terms of Use 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 Use 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 Use would fail in its essential purpose. You will not assign, transfer, delegate, license, sub-license or grant these Terms of Use or your rights, duties and obligations under these Terms of Use without HealthOPM’s express prior written consent, which consent may be withheld in HealthOPM’s discretion. HealthOPM may, without your consent, assign these Terms of Use or any of HealthOPM’s rights, duties, or obligations under these Terms of Use.
These Terms of Use set forth the entire agreement between you and HealthOPM regarding the subject matter of these Terms of Use, and supersede all previous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of these Terms of Use. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and HealthOPM regarding the subject matter of these Terms of Use other than as expressly set forth in these Terms of Use.
You and HealthOPM have each expressly requested and required that these Terms of Use be drawn up in the English language.
All rights not expressly granted by these Terms of Use are reserved by HealthOPM.
If you have any questions or commences regarding the Terms of Use, please contact HealthOPM:
Mail: 2275 Upper Middle Road, East, Suite 101, Ontario, L6H 0C3
Facsimile (416 642- 8560) or
Email at info@healtthopm.com