MHF
My Heart Fitness Clinics Policy
Policy 1 out of 1
Please read our My Heart Fitness Clinics Policy
My Heart Fitness Clinics Policy
MY HEART FITNESS
TERMS AND CONDITIONS
My Heart Fitness 2.0 Inc. o/a My Heart Fitness (“My Heart Fitness”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Software, subject to these terms and conditions (these “Terms” or “Agreement”). An updated copy will be available through the Software.
Please read through these Terms carefully before using the Software. By accepting these Terms upon (a) accepting or executing an order form that references this Agreement; (b) signing into the Software, (c) clicking a box indicating your acceptance, or (d) if you otherwise access or use the Services, you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference into these Terms.
If the individual accepting this Agreement is accepting on behalf of a company or legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the term “Client” or “User” (as the case may be) shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these Terms, such individual must not accept this Agreement and may not use the Services.
1. DEFINITIONS
(a) “Administrator” means a User assigned by the Client who has authority to authorize Users to use the Services under the terms of the License.
(b) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(c) “CASL” means any applicable federal, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.
(d) “Content” means any and all information, materials, graphics, videos, photographs and other content made available to you through the Services, other than User Data.
(e) “Client” means the Licensee of the Services who may assign an Administrator.
(f) “Documentation” means our online user guides, documentation, and help and training materials relating to the Services, as updated from time to time.
(g) “License” means the license to the Services provided by us to you as further defined in s. 5.
(i) “Privacy Laws” means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including, without limitation,the Personal Information Protection and Electronic Documents Act (Canada) and any similar legislation enacted by any province or territory of Canada or other applicable jurisdiction.
(j) “Services” means the Software and all products and services that are provided by us or on our behalf in connection therewith.
(k) “Software” means My Heart Fitness software, and any additional software provided as part of the Services.
(l) “Third-Party Providers” means any contractors, consultants and other third parties that are engaged (directly or indirectly) to assist with the development, maintenance and provision of the Services, including any authorized resellers or third party engaged to host the Services or any client data.
(m) “User” means an individual user of the Services and may include the Client (where the Client is an individual) or a User who is authorized to use the Services by the Client.
(o) “User Data” means the user data and any other data or information that you import into the Services.
2. THE SERVICES
The Software is a suite of software directed at promoting healthy living. The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
The Services may include features that allow you to provide a User-generated input, submission or interaction (“Input”) which may include User preferences or queries, for the purpose of generating an output (“Output”) in response. This Output may be generated by the Software based on proprietary models.
The Software may contain third-party software, data, training data, access to third-party services and/or open-source software (“Third Party Data and Services”). Such Third-Party Data and Services may be subject to third-party or open-source licenses and require notices and/or additional terms and conditions.
The Software may include AI-enabled software which may utilize, for example large language models and other AI tools to present information pursuant to the input. You hereby acknowledge that artificial intelligence and machine learning are evolving technologies and understand that the Output made available by such features may not be accurate or reflect reliable information. You further acknowledge and agree that: (i) all Output may not be accurate and is not a substitute for professional knowledge; (ii) the Output may be subject to terms and conditions imposed by third-party or open-source license agreements; and (ii) each User is solely responsible for evaluating the accuracy of such Output.
3. PRIVACY POLICY
Please refer to our privacy policy by clicking here or as otherwise provided by us (the “Privacy Policy”) for information on how we collect, use and disclose your Personal Information. By using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
4. REGISTRATION DATA; ACCOUNT SECURITY
To use the Services, you must be assigned an account by us upon request by the Client (“User Account”). Upon logging into your assigned User Account for the first time, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Software (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Software, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Software. You are responsible for all activity on your User Account, including the activity performed on the Software through your User Account by an agent, representative, employee, or any other person acting on your behalf.
5.1. License to Software. We hereby grant the Client a revocable, non-exclusive, non-sublicensable, non-transferable license, referred to herein as the License, to use the Software and the Documentation solely to permit the Users to use the functionality contained within the Software for legitimate healthy living purposes during the Term.
5.2. Provision of Services. Subject to the Client’s compliance with the License and your compliance with these Terms, we will make the Software and Services available to you on a non-exclusive, limited basis during the Term.
5.3. Usage Restrictions. You will not, and shall not permit any other person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits
a) make the Services available to, or use the Software for the benefit of, anyone other than you; (b) make or distribute copies of the Software, sell, assign, transfer, resell, license, sublicense, distribute, publish, rent, lend, lease, or otherwise make available the Software; (c) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services in a manner that breaches, infringes, misappropriates, or otherwise violates the rights of any third party, any contract or legal duty or violate any applicable law; (e) use the Software to store, input, upload, or transmit viruses or other malicious software code; (f) damage, destroy disable, impair, interfere with, disrupt, or otherwise impede or harm in any manner the integrity, performance or otherwise of the Software or any third-party data contained therein; (g) bypass or breach any Provider security device, or protection used by the Services or attempt to gain unauthorized access to the Software or its related systems or networks for example accessing the Services other than by an Authorized User through the use of their own then valid access credentials; 
share your password or other access credentials with anyone, or permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (i) copy the Software or any part, feature, function or user interface thereof; (j) copy Content except as permitted herein; (k) frame or mirror any part of the Services unless expressly provided as an embed code, or as permitted in the Documentation; (l) access or use the Services for the purposes of competitive analysis or in order to build, develop, provision, or use a competitive product or service; (m) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services in whole or in part; 
remove, delete, alter obscure or modify any copyright, trademark or other proprietary notices that have been placed on the Services; (o) use the Services or Content other than for its intended purposes; or (p) use the Services to modify or create derivative works or improvements based on the Services or Content. In addition, unless you obtain our prior written consent, you may not access or use Services if you are our direct competitor, or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.
5.4. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.
5.5. Your Responsibilities. You will (a) be responsible for your compliance with these Terms, including compliance with all license and usage restrictions set forth in these Terms or the Documentation;(b) be responsible for the accuracy, quality and legality of User Data and the means by which you acquired and imported any User Data; (c) keep your password and other access credentials confidential, and use commercially reasonable efforts to prevent unauthorized access to or use of the Services or any Content, and notify us promptly of any such unauthorized access or use; (d) use Services only in accordance with the Documentation and applicable laws and government regulations; (e) strictly comply with Privacy Laws, CASL and any other applicable laws; and (f) monitor and maintain any automated aspects of the Services to ensure compliance with your responsibilities under these Terms.
6. OUR PROPRIETARY RIGHTS
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve all of our right, title and interest in and to the Software, Services and the Content, including all of our related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
6.2. Ownership of Output. We and our licensors shall own and retain all intellectual property rights in all Output except for such portions of the Output which are substantially comprised of the Input.
6.3. License to Content. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term of this Agreement to access and use the Content, solely to the extent reasonably required in connection with your permitted use of the Services.
6.4. Feedback. You are not required to provide any feedback or suggestions relating to the Services. If you choose to provide any feedback or suggestions relating to the Services, you acknowledge and agree that we will have an unrestricted, perpetual, worldwide right to use such feedback, suggestionsand derivatives thereof, including any intellectual property such as creative works, trade secrets, or inventions whether registrable for example under copyright or patents, without any obligation to obtain consent from you, provide attribution to you, or make any payment to you. You hereby waive in favor of us any moral rights that you may have in such intellectual property and you agree to, upon our request and at our expense, assist us in any reasonable manner in establishing, maintaining, or enforcing our ownership of such intellectual property.
7. YOUR DATA
7.1. Ownership of User Data. We acknowledge that you or your customers own the User Data, and we claim no rights to any User Data other than any rights granted in the License and these Terms or any other agreement between us and you (or between us and the customer to whom any client data relates).
7.2. License to User Data. You grant us and our licensors, affiliates a worldwide, non-exclusive, limited license to access, host, copy, transmit, modify and display User Data for the purpose of (a) providing the Services to you, your agents and Affiliates in accordance with these Terms (b) providing other services to you, your agents and Affiliates, and (c) improving and developing the Services and our other products and services. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under these Terms in or to User Data. You acknowledge that we and our licensors may sublicense these rights to our Third-Party Providers for the purpose of allowing them to provide services to us or on our behalf.
7.3. Privacy Laws. If User Data includes any Personal Information, you represent and warrant to us that (a) you have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of such Personal Information, and the provision of such Personal Information to us complies with all applicable Privacy Laws; and (b) all individuals to whom such Personal Information relates have consented to our collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement, the Documentation and our Privacy Policy.
8. CONFIDENTIALITY
8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes User Data; our Confidential Information includes the Software, the Services, the Documentation, the Content and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) is independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party.
8.2. Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.
9. LIMITED WARRANTY, REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND INDEMNITIES
9.1. Disclaimers. EXCEPT FOR ANY LIMITED WARRANTY PROVIDED IN THE LICENSE (IF ANY) AND AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, AND WE MAKE NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED AND STATUTORY REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY PROVIDERS. WE DO NOT WARRANT THAT THE SERVICES ARE ERROR FREE OR THAT YOU OR ANYONE ELSE WILL BE ABLE TO ACCESS OR USE THE SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT THE SERVICES ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. EXCEPT IN THE EVENT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WE WILL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY BREACH OF, UNAUTHORIZED ACCESS TO, MISUSE OF, LOSS OF, CORRUPTION OF, OR INTRUSION INTO, USER DATA.
ADDITIONALLY, YOU ACKNOWLEDGE THAT THE SERVICES ARE BUILT UTILIZING THIRD PARTY LARGE LANGUAGE MODELS (“LLMS”). AS SUCH, WE DO NOT HAVE CONTROL OVER THE OPERATION OF SUCH LLMS, THE OUTPUT THEY MAY GENERATE OR THEIR CONTINUED AVAILABILITY. FURTHER, WE CANNOT REPRESENT OR WARRANT THAT ALL OUTPUT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE, UP TO DATE, RELIABLE, CURRENT, ERROR-FREE OR SATISFACTORY USERS. WE ARE NOT LIABLE FOR ANY STATEMENTS OR REPRESENTATIONS INCLUDED IN ANY OUTPUT.
THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON USER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO HEALTH MATTERS, SUCH CONTENT IS NOT FORMAL MEDICAL ADVICE. YOU WILL NOT RELY ON ANY OUTPUT OF THE SERVICES WITHOUT SEEKING ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A DULY LICENSED AND QUALIFIED PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF THE USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH THE YOUR USE OF THE OUTPUT GENERATED FROM THE SERVICES.
9.2. Limitation of Liability. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.3. Indemnification. You will defend us against any third party claim, demand, suit or proceeding made or brought against us (a) by any party you provided access to the Services to (except to the extent the claim arises from our material breach of this Agreement or our gross negligence or willful misconduct); (b) that arises from any breach of this Agreement by you or any inaccuracy in any representation or warranty made by you; or (c) that alleges that User Data, or your use of the Software, Services or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law. You will indemnify and hold us harmless from any damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from such a claim, demand, suit or proceeding.
10. THIRD PARTY/OPEN-SOURCE SOFTWARE
The Software may contain third party software and/or open-source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of an incorporated into these Terms. By accepting these Terms, you are also accepting the Third Party Licenses, if any, set forth therein. If you would like to view the Third Party Licenses prior to accepting this Agreement, please contact support@mhfcare.ca.
11. TERM, TERMINATION, AND MODIFICATION OF LICENSE/SITE OFFERING
11.1. Term. The term of this Agreement commences as of the acceptance of this Agreement and, unless terminated earlier pursuant to any of this Agreement’s express provisions, shall continue in to remain in effect (the “Term”).
11.2. Termination and Modification. We reserve the right, without notice and in our sole discretion, without any notice or liability to you, to (a) terminate your License to use the Software or Services, or any portionthereof; (b) block or prevent your future access to and use of all or any portion of the Software, Services or Content; (c) change, suspend or discontinue any aspect of the Software, Services or Content; and (d) impose limits on the Software, Services or Content. For clarity, your obligations, including without limitation those of s. 6, 8, and 9 will remain in effect and will not be affected by such termination.
12. COMMUNICATION
Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 13.6 below) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice on the Software. It is your responsibility to periodically review the Software for notices.
13. MISCELLANESOUS
13.1. Severability. If any term of this Agreement is invalid or not enforceable, it will not affect any other terms.
13.2. Assignment. You may not assign or transfer any of your rights under this Agreement, by operation of law or otherwise, without our prior written approval. Any attempt by you to assign or transfer any of your rights under this Agreement, without such consent, will not be effective. We may assign or transfer this Agreement, in our sole discretion, without restriction.
13.3. Waiver. A failure by a party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representatives of the party granting such waiver. Except as expressly specified in this Agreement, any remedies specified in this Agreement will not limit any other remedies that may be available.
13.4. Governing Law. This Agreement is subject to the laws of the province of Ontario, Canada, without giving effect to conflicts of laws principles. The parties hereby submit to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement (it being understood that the foregoing will not affect our rights to seek injunctive relief in any other jurisdiction, or to enforce any payment obligation in any other jurisdiction).
13.5. Entire Agreement. The License and these Terms (including the Privacy Policy) state the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement.
13.6. English Language. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
13.7. Modification of Terms. We may modify these Terms at any time. If we do so, we will post the modification on our website or via the Software or provide you with notice of the modification. We will also update the “Last updated” date at the top of this document. You are responsible for checking these Terms whenever you access or use the Software. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.
14. QUESTIONS AND COMMENTS
If you have any questions regarding these Terms or your use of the services, please contact us at
MHF