Last Updated: June 12, 2024

 

CLOUDMIND US INC. and its affiliates (collectively, “CloudMind”, “we”, “our” or “us”) offer both a proprietary solution that tracks, reports and collects wellness data submitted by patients that are used by a patient’s healthcare providers as part of one’s treatment and healthcare monitoring plan by way of its mobile applications, including the CloudMind Apple App and the CloudMind Google App (collectively, the “CloudMind Platform”). You might access the CloudMind Platform through the monitoring devices provided by CloudMind for use in conjunction with the CloudMind Platform (the “Hardware”) or by other means as provided by CloudMind from time to time. The CloudMind Platform and Hardware, and all services related to it and their use, are collectively the “Services”.

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CLOUDMIND. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY USING THE CLOUDMIND PLATFORM THROUGH THE HARDWARE OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE CLOUDMIND PLATFORM THE HARDWARE AND ALL OTHER ASPECTS OF THE SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION.

These Terms are effective on the earlier of the date (a) you click to accept these Terms, or (b) you first sign up for an account, use the CloudMind Platform or the Hardware or otherwise use the Services. You acknowledge the CloudMind Privacy Statement (the “Privacy Statement”) located at https://cloudmind.me/privacy, as revised from time to time, and you consent and agree to CloudMind’s collection, use and disclosure of personal information as described in the Privacy Statement.

1. Your Account. To use the Services, you must be invited by CloudMind to register an account. You will receive a request via email to register for the use of the Services through your care provider, or will be invited to register by your care provider on CloudMind’s hardware. To register, you will need to include your email address, password and such further information as prompted through the registration process, as further detailed in CloudMind’s Privacy Statement. You are responsible for maintaining the confidentiality of your account credentials. CloudMind recommends that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party. CloudMind may reject, or require that you change, your username or password. You represent and warrant to CloudMind that you have not misrepresented any information that you have provided to CloudMind in connection with your account. You are solely responsible for all activities that occur under your account, including those performed by your caregiver. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Services, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify CloudMind immediately. It is your responsibility to update or change your account information, as appropriate.

2. Your Privacy and Personal Information. For a summary of how CloudMind collects, uses and discloses personal information, please see CloudMind’s Privacy Statement.

3. License. CloudMind grants you, either directly or by way of your caregiver, a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the CloudMind Platform to access and use the end user functionality of the Services, and the content that CloudMind makes available to you on the CloudMind Platform, including materials, text, audio, video, photographs, maps, illustrations, graphics, the Marks (as hereinafter defined) and other media (“Content”), in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. All Content available through the CloudMind Platform is owned by CloudMind and CloudMind’s third-party providers. All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. These Terms permit you to use the Services for your personal use only, and not for any commercial purpose. For greater certainty, CloudMind, in its sole discretion, may terminate or suspend your license to use some or all the Services or Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If CloudMind terminates or suspends your license to use the some or all the Services or Content, these Terms will nevertheless continue to apply in respect of your use of the Services and Content prior to such termination or suspension.

4. Your Content.

• The CloudMind Platform enables you to provide and upload content that includes but not limited to wellness data, feedback, messages, text, images, graphics, geographic data, and other information or content (collectively, “Your Content”), to the CloudMind Platform for the purposes of making Your Content available to your caregiver, your care provider and its staff. By using the Services, you acknowledge, agree and expressly consent to CloudMind sharing Your Content with such parties. You acknowledge and agree that you are solely responsible for all Your Content submitted, provided or uploaded and the consequences for submitting, providing or uploading it.
• CloudMind will use Your Content in connection with providing the Services to you and providing Your Content to your caregiver, your care provider and its staff to monitor your well-being. You agree that by providing any of Your Content in whatever form and through whatever means, you grant to CloudMind a perpetual, worldwide, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, process, display, publish, distribute, and make available all or any portion of such Your Content in connection with providing the Services to you and CloudMind’s services to your care providers, and to incorporate Your Content in any form into the Services. This license includes the right to host, index, cache or otherwise format Your Content.
• You further grant CloudMind a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, create derivative works of and otherwise use Your Content to create de-identified, anonymized or aggregated data sets that no longer contains any information that identifies you (“Anonymized Data”). As between CloudMind and you, all right, title, and interest in Anonymized Data, and all intellectual property rights therein, belong to and are retained solely by CloudMind. You agree that CloudMind may (i) make Anonymized Data publicly available in compliance with applicable laws, and (ii) use Anonymized Data to the extent and in the manner permitted under applicable law, including to develop, optimize or promote CloudMind’s products or services, provided that such Anonymized Data does not identify you, your caregiver, your long term care provider, or include any personal identifiable information that can be re-identified back to you, including your wellness data.
• You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to CloudMind and CloudMind’s use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
• You agree that CloudMind is not responsible for any violations of any third-party intellectual property or privacy rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Your Content uploaded, displayed or otherwise provided by you to the CloudMind Platform. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.
• Your Content shall not:
  • violate any applicable law including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or that otherwise may conflict with these Terms.
  • in any manner violate any third party right or any agreement between you and a third party.
  • include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in CloudMind’s sole discretion.
  • involve, provide, or contribute any false, inaccurate, or misleading information.
  • impersonate or attempt to impersonate CloudMind or its employee(s) and contractor(s), another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing or that are not yours).
  • transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
  • encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by CloudMind, may harm CloudMind or users of the CloudMind Platform or other Services or expose them to liability.
  • cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
  • promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • give the impression that they originate from or are endorsed by CloudMind or any other person or entity if this is not the case.
• CloudMind has the right, without notice to:
  • remove or refuse to post any of Your Content for any or no reason in CloudMind’s sole discretion.
  • at all times, take such actions with respect to any of Your Content CloudMind deems necessary or appropriate in CloudMind’s sole discretion.
  • take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to Your Content or your use of any of the Services. Without limiting the foregoing, CloudMind will fully cooperate with any law enforcement authorities or court order requesting or directing CloudMind to disclose the identity or other information of anyone posting any materials on or through the CloudMind Platform or other Services.

CloudMind has no obligation, nor any responsibility to any party to monitor the CloudMind Platform or other services provided by CloudMind, and do not and cannot undertake to review material that you, your healthcare providers or other users submit. CloudMind cannot ensure prompt removal of objectionable material after it has been posted and CloudMind has no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

5. Unacceptable Use. You will, and will not permit any third party to: (a) make the CloudMind Platform or the Services generally or the Content available to, or use the Services or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or the Content, or include the Services or the Content in a service bureau or outsourcing offering, (c) use Services to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (collectively, “Malicious Code”), (d) interfere with or disrupt the integrity or performance of the Services, (e) attempt to gain unauthorized access to the CloudMind Platform or Content or their related systems or networks, (f) access or use any CloudMind intellectual property except as permitted under these Terms, (g) alter, modify, reproduce, obscure, copy or make derivative works from all or any part of the CloudMind Platform or the Content or any part, feature, function or user interface of the CloudMind Platform, (include any copyright, trademark, or any other proprietary notices that are provided on or in connection with the Services or any Content), (h) frame or mirror any part of the CloudMind Platform or the Content, or otherwise incorporate any portion of the CloudMind Platform or the Content into any product or service, (i) access or use the Services, in whole or in part, in order to build a competitive product or service or to benchmark with a non-CloudMind product or service, (j) reverse engineer the CloudMind Platform, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (k) access or use any part of the Services or Content that is (expressly or implicitly) not intended for use by you, (l) use any non-CloudMind automation code in relation to the Services or Content (including any “bot” or “spider”), (m) collect or harvest any information from the Services or Content in a bulk or systematic way, (n) probe, scan, or test the vulnerability of the Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (o) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the CloudMind Platform, (p) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or any systems or networks connected to them, or (q) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to CloudMind or any other person on or through the Services.

6. Health Services.

• Use of the Services is not a replacement for or a substitute for appointments with your regular care provider or appointments with your care provider and its staff. CloudMind may, but is not obligated to, provide your care provider with a report of the wellness data and Your Content.
• As a term of using and receiving the Services, you acknowledge and agree to the following:
  • THE SERVICES CANNOT BE USED FOR EMERGENCY HEALTHCARE. IF YOU BELIEVE THAT YOU ARE DEALING WITH AN EMERGENCY, YOU WILL CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.
  • The following symptoms are NOT eligible to be treated through the Services: among other symptoms or conditions more suitable for attention by your caregiver or care provider, any impairment in level of consciousness; stroke like symptoms such as impaired sensation or paralysis to one side of your body; or inability to speak or comprehend language.
  • You will report any medication reactions, side effects or other adverse events to your care provider or specialist (as appropriate), or if you do not have one, to the nearest walk-in clinic or emergency room, or in an emergency, call 911.
  • You will seek emergency help or follow-up care when recommended by your care provider.

7. Hardware. If you have received hardware or a tablet from CloudMind for use with the Services, the following terms apply to you:

• Scope
  • CloudMind hereby agrees to loan the Hardware to you solely for Use as part and for the duration of your use of the Services in relation to which CloudMind agrees to make available such Hardware to you. For this section, the term “Use” means access, maintain, store, operate and/or otherwise use the Hardware; and the terms ‘Using’, ‘Used’ and other derivative words of the term ‘Use’ will have the same meaning.
  • The Hardware is made available solely for your personal Use and not for resale or any other commercial purpose, unless expressly stated otherwise by CloudMind. You represent and warrant that the Hardware will always be Used: (i) solely for its intended purposes directly in connection with your use of the Services; (ii) in accordance with these Terms and any supporting documentation provided by CloudMind or the Hardware provider; and (iv) solely by the individual to whom the Hardware is assigned to, its caregiver, its long term care provider and the long term care provider’s staff.
• Management.
  • All Hardware will be uniquely identified by CloudMind in writing, at the time of or prior to your receipt of such Hardware.
  • All Hardware is leased to you as part of your care provider’s subscription to the products and services provided by CloudMind.
  • Subject to sections 7(d) and 7(e) of these Terms, CloudMind is further responsible for all physical maintenance of the Hardware for as long as the Hardware is in the Your Custody. For this section, the Hardware is deemed in the “Your Custody” if such Hardware is in the physical possession of you.
  • Support with regards to the Hardware will be provided by CloudMind, under the umbrella of the support for the Services. Where CloudMind provides support to you, CloudMind’s responsibility in providing support will consist of CloudMind using commercially reasonable efforts to identify and resolve all in-scope issues as the result of which the Hardware and/or the Services do not perform in a manner consistent with these Terms. As part of support, CloudMind reserves the right to replace the affected Hardware, in whole or in part, with a comparable or a better model at any time if CloudMind determines that such action is necessary for the resolution of the issue at the core of your support request.
  • The Hardware may require an active connection to the internet, without which it may not work property or be compatible with the Services. If you are having issues with using the Services due to internet connectivity issues, promptly inform CloudMind or your care provider.
• Upgrade. As technologies evolve, CloudMind reserves the right to replace or upgrade the Hardware at its discretion, from time to time, at no additional charge to you. Any such upgraded equipment will be deemed Hardware provided under these Terms.
• Liability for the Hardware. You understand and agree that to the extent that the Hardware is in your Custody, as between you and CloudMind, you and you alone are fully liable for (i) any repairs required due to the failure by you to Use the Hardware in accordance with these Terms or documentation provided by CloudMind or the Hardware supplier; (ii) any loss, theft, damage or alteration to the Hardware, whether or not covered by insurance; and (iii) any bodily harm or death caused directly or indirectly by the Hardware.
• Damage to the Hardware. In the event of loss, theft, alteration or any other unauthorized Use of or damage to the Hardware while in the Your Custody, whether in whole or in part, you shall without delay so notify CloudMind in writing and, at CloudMind’s option, you shall: (i) pay CloudMind for the repair of the Hardware to place it in good condition and working order; or (ii) if CloudMind determines that such Hardware is beyond repair, pay to CloudMind the cost of the hardware in the amount set out in Appendix 1 to these Terms (the “Replacement Value”), within thirty (30) days of such notification. In any case, no such loss, theft, damage, misuse or alteration shall relieve your payment and other obligations under these Terms.
• Ownership
  • Unless expressly agreed to otherwise in writing between CloudMind and you, all Hardware will always remain the property of CloudMind. You may not assign any right or interest to the Hardware or permit any lien or encumbrance to exist thereon other than liens and encumbrances placed thereon by CloudMind, as the case may be. In case of violation of the above, You will be liable for paying to CloudMind the Replacement Value for the affected Hardware.
  • You shall not alter, remove or hide any notices affixed to the Hardware identifying CloudMind as the owner of the Hardware nor shall you permit any other person to do so.
• Termination and Return
  • In the event your use of the Services is terminated or expires, you must: (i) immediately cease Using the Hardware; and (ii) without undue delay (and, in no event, no later than thirty (30) days from the date of termination) have returned, at your cost, all Hardware to your care provider. Your Custody of each Hardware will end upon “Return” of such Hardware to CloudMind. Hardware will be deemed “Returned” to CloudMind upon CloudMind’s written acknowledgement of a satisfactory inspection of the Hardware against alteration, damage and excessive Use following its receipt by CloudMind in accordance with the above.
  • In the case of failure to Return any Hardware in accordance with the above, or failure to return such Hardware in a commercially useable condition (as determined by CloudMind in its sole discretion) because of loss, theft, alteration or any other unauthorized Use of or damage to the Hardware while in the Your Custody, CloudMind may, at its sole discretion, require you to purchase such Hardware from CloudMind and pay to CloudMind the Replacement Value.

8. Trademarks. Certain names, graphics, logos, icons, designs, words, titles and phrases on the CloudMind Platform, including “CloudMind” and “CloudMind Software Inc.” may constitute trademarks, trade-names, trade dress and/or associated products and services of CloudMind or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on the CloudMind Platform does not convey or create any licence or other rights in the Marks. Any use of any of the Marks, in whole or in part without prior written authorization of CloudMind or such third party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the CloudMind Platform, or through the Content and Services, may be the trademarks of their respective owners.  The display of these trademarks, trade names, trade dress and associated products and services on the CloudMind Platform does not convey or create any licence or other rights in these trademarks or trade names.  Any unauthorized use of them is strictly prohibited.

8. Apple App Store. The following applies to any CloudMind Platform application you obtain from the Apple App Store (an “Apple CloudMind App”): You acknowledge and agree that these Terms are solely between you and CloudMind, and not with Apple, Inc. (“Apple”) and CloudMind, not Apple, is solely responsible for the Apple CloudMind App and the content thereof. You may only use the Apple CloudMind App on Apple branded products that you own or control. You must comply with the App Store Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple CloudMind App. In the event of any failure of the Apple CloudMind App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple CloudMind App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple CloudMind App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to CloudMind as the supplier of the Apple CloudMind App. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple CloudMind App or your possession and/or use of the Apple CloudMind App, including, but not limited to (a) product liability claims, (b) any claim that the Apple CloudMind App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to CloudMind as supplier of the Apple CloudMind App. You acknowledge that, in the event of any third-party claim that the Apple CloudMind App or your possession and use of the Apple CloudMind App infringes that third party’s intellectual property rights, CloudMind, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple CloudMind App, you may direct them to CloudMind by email at contact@cloudmind.me. You agree to comply with all applicable third-party terms of agreement when using the Apple CloudMind App, including your wireless data service agreement. You and CloudMind acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

10. Google Play Store. The following applies to any CloudMind Platform application you obtain through the Google Play Store (a “CloudMind Google App”): You acknowledge and agree that these Terms are solely between you and CloudMind, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). You must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where you obtained the CloudMind Google App. CloudMind, and not Google, is solely responsible for the CloudMind Google App. Google has no obligation or liability to you with respect to the CloudMind Google App or these Terms. You acknowledge and agree that Google is a third-party beneficiary of these Terms.

11. Mobile Device Data Charges. You are solely responsible for any wireless or mobile data charges and similar fees associated with your use of the Services through the Hardware or your mobile device.

12. Reservation of CloudMind Rights. CloudMind and its licensors have and will retain all right, title and interest in and to the CloudMind Platform, the Hardware and the Content and the software and systems used to provide them (including, without limitation, all patent, copyright, Marks, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Services. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any Marks owned or used by CloudMind.

13. Open Source. The CloudMind Platform may contain or be provided together with free or open-source software. Notwithstanding the sections titled “License” and “Reservation of CloudMind Rights”, each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.

14. License to Use Your Submission and Feedback. You grant to CloudMind and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into the Services. the Content, and any other CloudMind products and services any ideas, descriptions, suggestion, enhancement request, recommendation, correction or feedback in the form of message, text, images, graphics, photos, audio, video and any other content provided by you.

15. CloudMind’s Use of Non-identifiable information. Any non-identifiable information gathered by CloudMind through yur use of the Services, included Anonymized Data, may be used by CloudMind for its own marketing, promotional and product development and optimization purposes, machine learning and artificial intelligence models, algorithms, and weighting development, and more specifically may be stored in a database and used by CloudMind to identify, customize and personalize user access and user experience within the CloudMind Platform. Such information may be shared with CloudMind’s affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes. For greater certainty, any such information shared with a third-party as contemplated under these Terms shall not identify you, your caregiver or your care provider in any way whatsoever and shall be completely de-identified information.

16. Third Party Services and Content. The Services may allow you to access and use services provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. CloudMind makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. CloudMind does not guarantee the continued availability of Third Party Services, and CloudMind may disable a Third Party Service in CloudMind’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, CloudMind expressly disclaims responsibility and liability for all Third Party Services, and you agree that CloudMind shall not be responsible for any loss or damage of any sort incurred because of any such dealings or because of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.

17. Links to Other Sites. The CloudMind Platform and the Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by CloudMind and are maintained by third parties over which CloudMind exercises no control. Accordingly, CloudMind expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

18. Content, Functionality and Access. CloudMind may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the CloudMind Platform, (b) remove any functionality from the Services, (c) change any functionality on the Services, (d) modify the CloudMind Platform, and (e) deny, suspend or terminate any person’s access to the Services. CloudMind furthermore reserves the right to take any action related to the Services or the Content that is required to comply with applicable law.

19. Disclaimer of Warranties. THE CLOUDMIND PLATFORM, HARDWARE, THE CONTENT AND THE SERVICE GENERALLY ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE SERVICES, THE HARDWARE AND THE CONTENT IS AT YOUR OWN RISK. CLOUDMIND DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THE SERVICES AND THE CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS, OR OTHER TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. CLOUDMIND MAKES NO REPRESENTATION OR WARRANTY OR ANY OTHER TERM THAT THE SERVICES, IN WHOLE OR IN PART, AND THE CONTENT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE SERVICES AND THE CONTENT WILL BE SECURE OR FREE OF MALICIOUS CODE. CLOUDMIND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE HARDWARE OR ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE CLOUDMIND PLATFORM, OR THE CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES AND THE CONTENT IS TO STOP USING THEM.

20. Limitation of Liability. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CLOUDMIND (AND CLOUDMIND’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE LONG TERM CARE PROVIDERS USING OR ACCESSING YOUR CONTENT, THIRD PARTY SERVICE PROVIDER, AND THE SUPPLIERS OF THE HARDWARE) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE SERVICES, OR USE THEREOF, OR THE CONTENT, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100 CANADIAN DOLLARS.

21. No Claim for Certain Damages. IN NO EVENT WILL CLOUDMIND (OR CLOUDMIND’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR YOUR LONG TERM CARE PROVIDERS USING OR ACCESSING YOUR CONTENT, THIRD PARTY SERVICE PROVIDERS, AND THE SUPPLIERS OF THE HARDWARE) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

22. Some Disclaimers, Exclusions or Limitations May Not Apply. In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all the above disclaimers, exclusions or limitations may not apply to you.

23. Indemnity. You will indemnify and hold CloudMind (and CloudMind’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the Services or the Content, or your breach of any of these Terms, and from all Losses resulting from any of Your Content that is untrue, inaccurate or incomplete.

24. Failure to Comply.

If you fail to comply with these Terms, then, without limiting any other right or remedy available to CloudMind, CloudMind may suspend or terminate your license to use all or any part of the Services or the Content.

25. Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Services or the Content, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export the Services or the Content, or any information about any of them without the prior written consent of CloudMind and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

26. Amendments. The “last updated” legend above indicates when these Terms were last amended. CloudMind may unilaterally amend all or any part of these Terms at any time by updating these Terms on the CloudMind Platform. CloudMind will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date or through communication with you by other means. CloudMind will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect thirty (30) days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Services and the Content within the 30-day notice period. There will be no cost or penalty for doing so. If you continue to access or use the Services or the Content after the 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

27. Governing Law & Jurisdiction. These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. You and CloudMind each attorn to the exclusive jurisdiction of the courts of British Columbia in respect of any such dispute, controversy or claim, except that, notwithstanding the foregoing, (a) you agree that CloudMind shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (b) you agree that CloudMind shall be entitled to seek and be awarded an order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of British Columbia, and you hereby waive any defence you might then have to the granting of such an order.

28. Injunction. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to CloudMind, such harm would not be quantifiable in monetary damages, and CloudMind would not have an adequate remedy at law. You agree that CloudMind shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that CloudMind post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CloudMind to enforce any provision of these Terms.

29. Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor CloudMind will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

30. General. If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of CloudMind granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. These Terms, together with any additional service terms presented on the CloudMind Platform or the Hardware (“Additional Service Terms”) represent the entire agreement between you and CloudMind with respect to use of the Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and CloudMind with respect to any of the foregoing. Failure by CloudMind to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by CloudMind of that or any subsequent default or failure of performance. CloudMind’s affiliates, CloudMind’s directors, officers, employees, partners, suppliers, and agents are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. Apple, Google, and their subsidiaries are third party beneficiaries of these Terms. There are no other third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of CloudMind. CloudMind may assign these Terms without restriction. These Terms will ensure to the benefit of and will be binding on you and CloudMind and your and its respective successors and permitted assigns.

Contact Us

If you have any questions about this Terms of Use, please contact us at contact@cloudmind.me