End User License Agreement (EULA)
1. IMPORTANT NOTICES
The App is intended as a prevention tool that can be used to establish communication with third party emergency assistance services in certain circumstances. It is Your responsibility as User to use the App appropriately. During use of the App, You are responsible for ensuring the App is properly installed and open on Your device, that your device is charged and functioning and that You are at all times connected to a network while using the App.
During usage of the App, You are responsible for responding to the notices you receive through the App in a timely manner, if capable. If You start the App countdown timer, thereby initiating a Request for Monitoring Session (“Session”), You are responsible for either cancelling the Session through the App, or cancelling the Session by receiving a phone call on your mobile device from an designated agent of Aware360 and informing that agent that the Session should be cancelled. Closing the App or turning off Your mobile phone after a Session has been initiated does not end that Session. The Licensor disclaims any responsibility or liability for any losses, costs or damages incurred as a result of Your failure to respond to notices in a timely manner or to cancel the Session appropriately. You should not rely solely on the App for your health, safety or security in the performance of any activity. Without limiting anything in these Terms, the Licensor and its affiliates, suppliers, service providers, funders, customers, resellers, administration partners (client specified administrator), and supporters (including any health authorities or health care providers who fund, endorse or otherwise support the App or the Licensor) including, without limitation, Shock Trauma Air Rescue Service, and their respective employees, agents, volunteers, directors and officers (all of the foregoing, including for clarity the Licensor, are the "Licensor Entities") are not responsible for any activity You undertake while using the App. The Licensor Entities are not responsible for the provision of assistance services by third parties or for the failure to provide such services.
The App is not a medical device or service. Any information provided in the App is for information only and is not medical advice. Should you have questions related to your health or how this App can keep you safe, please talk to your health care provider. The App is not a substitute or replacement for professional medical advice.
The App is for harm reduction only. There are risks inherent in the use and misuse of drugs (prescription, functional and recreational drugs) including, the risk of overdose and death. Use of the App does not guarantee that an overdose, or death, will not occur.
This App is offered and available to users who are:(a) present in the Province of Alberta in a location where the App is available, which will be indicated to users upon their attempt to use the App; (b) aged 18 or older; and (c) legally able to enter into a binding agreement. By using this App, you represent and warrant to the Licensor that You meet all these requirements. If You do not meet all these requirements, You must not download, install, access or use the App
3. LICENSE GRANT AND USE RESTRICTIONS
3.1 License Grant.
3.2 Restrictions on Use.
You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Licensor Entities; (e) use the App in a manner that derives revenue directly from the App, or use the App for any other purpose for which it is not designed or intended; (f) distribute the App to other Devices not owned by you; (g) make the App available over a network or other environment permitting access or use by multiple Devices or users at the same time; (h) use the App for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Aware360; (i) use any proprietary information, interfaces or other intellectual property of the Licensor Entities in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the App; (j) circumvent, disable or tamper with any security-related components or other protective measures applicable to the App or Your Device; or (k) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the App.
Subject to the terms and conditions of this Agreement, the App is being licensed to You free of charge.
4.2 Ancillary fees.
Your cellular phone provider’s data and messaging rates may apply when You use this App. You agree that You are solely responsible for any cellular usage charges You incur by using the App.
5. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the App, any copies thereof (including without limitation any copy that You download, install, or use on Your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Aware360. Furthermore, You acknowledge and agree that the source and object code of the App and the format, directories, queries, algorithms, structure and organization of the App are the intellectual property and proprietary and confidential information of the Licensor Entities. Title to the App shall remain with Aware360. The Licensor Entities reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the App (or any copy thereof) at any time without notice and will have no liability to You or any third party for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the App by implication, estoppel or other legal theory, and all rights in and to the App not expressly granted in this Agreement are hereby reserved and retained by Aware360.
6 TERM AND TERMINATION
This Agreement shall be effective from the time You download, install, register or otherwise use the App until terminated in accordance with this Agreement. Aware360 may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement, including the services, upon two (2) days’ notice. You may terminate this Agreement, including the services, upon one (1) days’ notice by deleting the App from Your mobile device. Finally, Aware360 may immediately or upon notice terminate this Agreement, including the services, if You fail to comply with any terms and conditions of this Agreement.
Notwithstanding anything in this Agreement, Aware360 may suspend or cancel the availability or provision of any or all App or services immediately, or on notice to You in the sole discretion of Aware360, if any of the following events (each a “Suspension Event”) occurs: (a) Aware360’s right or license to lawfully use any infrastructure, technologies, services or data provided by or obtained from any third party required for provision of any App or services is disputed, suspended or terminated for any reason; (b) Aware360 reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of any App or services or any related data interface or data might have been damaged, disrupted, compromised or degraded, or to prevent a risk of damage, disruption, compromise or degradation to the integrity, functionality, operation, performance, results, reliability or security of the App or services, or any related data interface or data; (c) Aware360 reasonably believes that the suspension of the availability or provision of any App or services is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability; or (d) customer fails to pay the fees payable for use of the App in a timely fashion. Aware360’s suspension of the availability or provision of the App or services due to the occurrence of a Suspension Event pursuant to this section will not be a breach of this Agreement by Aware360 or give rise to any liability by the Licensor Entities to You or any other person.
Upon the termination of this Agreement, You shall cease all use of the App and uninstall the App, this will also delete all data on the App. Aware360 may, without notice to You, disable the App.
The Licensor Entities will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of Aware360 suspending or terminating this Agreement in accordance with its terms. Any suspension or termination of this Agreement will be without prejudice to any other right or remedy Aware360 may have, now or in the future.
7 DISCLAIMER OF WARRANTIES.
YOU ACKNOWLEDGE AND AGREE THAT THE APP, INCLUDING ALL CONTENT CONTAINED THEREIN, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APP AND THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. THE LICENSOR ENTITIES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS AND GUARANTIES REGARDING THE APP AND THE SERVICES, WHETHER IN FACT OR IN LAW, ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, EQUITY, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE LICENSOR ENTITIES MAKE NO WARRANTY THAT: (I) THE APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APP OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; OR (III) ANY ERRORS IN THE APP OR SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NO LICENSOR ENTITIES HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APP.
THE APP IS NOT DESIGNED OR INTENDED TO BE USED IN ACTIVITIES THAT REQUIRE FAULT-TOLERANT PERFORMANCE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MUST DETERMINE WHETHER THE APP SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. THE LICENSOR ENTITIES WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA, INCLUDING DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
You understand and agree that the Licensor Entities will not be liable for any such injury, death, damage or loss, data security breach, and You release the Licensor Entities and waive all claims with respect thereto.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE LICENSOR ENTITIES BE LIABLE FOR ANY EVENT(S), CONDITION(S) OR CIRCUMSTANCE(S) THAT: (I) PREVENTS, DELAYS OR RESTRICTS, IN WHOLE OR IN SUBSTANTIAL PART, THE PERFORMANCE BY AWARE360 OF SOME OR ALL OF ITS OBLIGATIONS HEREUNDER; AND (II) ARE BEYOND THE REASONABLE CONTROL OF THE LICENSOR ENTITIES, INCLUDING, FOR EXAMPLE, ANY ACTS OR OMISSIONS OF A TELECOMMUNICATIONS CARRIER WHOSE FACILITIES ARE USED TO ESTABLISH THE NECESSARY CONNECTIONS FOR THE SERVICES TO BE PROVIDED, OR ANY SUPPLIERS OF HOSTING, COMMUNICATION, SOFTWARE PLATFORMS OR OTHER COMPONENTS OF THE SERVICES.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND IN ADDITION TO THE RIGHTS OF AWARE360 UNDER SECTION 4, UNDER NO CIRCUMSTANCES SHALL THE LICENSOR ENTITIES, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE AWARE360 APP OR THE SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LICENSOR ENTITIES’ AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO AWARE 360 FOR THE SERVICES, IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
FURTHER INDEMNIFICATION. You shall indemnify, defend and hold harmless the Licensor Entities from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including fees for attorneys and other professional advisors on a full indemnity basis) arising out of or in connection with the following: (i) Your breach of this Agreement; (ii) Your violation of law; (iii) Your negligent acts or omissions or willful misconduct; or (iv) Your violation of the rights of a third party. You will promptly notify Aware360 in writing of any third-party claim arising out of or in connection with Your access to or use of the App or the Services.
Governing Law; Venue; This Agreement shall be deemed to have been made in the Province Alberta and shall accordingly be governed by and construed in accordance with the laws in the Province of Alberta, excluding its conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The courts located in the Province of Alberta shall have the non-exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and You hereby consent to the non-exclusive jurisdiction of such courts.
Waiver of Jury Trial. YOU AND AWARE360 HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
Modification or Amendment. Aware360 may modify or amend the terms of this Agreement at any time, with or without notice to You, by posting a copy of the modified or amended Agreement available through the Aware360 App. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Aware360 App following the date in which the modified or amended Agreement is made available through the Aware360 App.
Survival. The following sections will survive termination of this Agreement: Sections 1, 2, 4, 5, 6, 7 and 8.
Third Party Beneficiaries. Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer the App, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. Aware360 may assign this Agreement without restriction.
Acknowledgement. You acknowledge that You have been given the opportunity to obtain independent legal advice and have either obtained such advice or waived the need for such advice. You hereby voluntarily accept the terms of this Agreement.
Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
Contact Us. Our contact information is as follows:
Aware 360 Ltd
2000 Veterans Place NW
Calgary, AB T3B 4N2