Client Agreement | dalewood-health

Last Updated: July 11th, 2017

DALEWOOD HEALTH CLIENT AGREEMENT & REFUND / CANCELLATION POLICY

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR HEALTH RESOURCE CENTRE AND OUR HEALTH PROGRAMS. YOU SHOULD ALSO PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

By using our website at www.Dalewoodclinic.com (the “Website”) and/or our Health Resource Centre and/or one of our Weight Loss, Nutrition or Weight Management Programs (collectively, our "Health Programs"), you agree to the terms and conditions set forth in this Agreement (the "Agreement").

This Agreement, together with our Privacy Policy governs your use of the Website, Health Resource Centre, and Dalewood Health Programs.

HEALTH PRECAUTIONS

You should be aware that neither Dalewood (“Dalewood”) nor the Health Resource Centre intends to create any physician-patient relationship or be a substitute for any in-person medical consultation or examination. Although subscribers to our Health Programs will receive counselling from registered dietitians (“Registered Dietitians” or “RDs”), you should seek the advice of a trained health professional with questions you may have regarding a medical condition before seeking any weight loss advice. You should always consult a physician before starting a fitness program or changing your diet. Not all diet or exercise programs are suitable for everyone. You should seek proper medical advice for any ailments. Those resources and information are best utilized by healthy individuals. Our Registered Dietitians do not diagnose, treat or cure medical conditions and our counselling services are not intended to replace medical consultations.

We are not responsible for any health problems that may result from any changes you make to your fitness or health routine as a result of information you may read on this website.

CHANGES

We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. If we make material changes to this Agreement, we will make reasonable efforts to notify you by posting an announcement on our Website and/or by sending you an email. Material changes to this Agreement will be binding thirty (30) days after such changes have been introduced and for which notification of such material changes has been made. Your continued use of the Health Resource Centre and/or Health Programs following the posting of any changes to this Agreement constitutes your acceptance of those changes, whether or not you have reviewed them. If at any point you do not agree with the terms and conditions of this Agreement, you may not use our Health Resource Centre and/or our Health Programs.

Please contact Client Service in writing or by phone if you wish to cancel your use of the Health Resource Centre and/or participation in our Health Programs at care@Dalewoodclinic.com or 1-866-441-1447, Press 0.

1. Scope of Agreement

Unless we indicate otherwise, this Agreement applies to your use of the Health Resource Centre which is owned or operated by Revverie, Inc., D/B/A Dalewood Health ("Dalewood") including, without limitation, this Health Resource Centre and any other website that we may own or operate currently or in the future (collectively, our "Websites"), and all of the Health Programs that are offered to you by Dalewood currently or in the future.

Unless we indicate otherwise, this Agreement, together with Dalewood’s Privacy Policy http://www.dalewoodclinic.com/#!privacy-policy/cb50 governs your use of the Dalewood Health Resource Centre, Website (and any website that we may own or operate in the future), and your participation in our Health Programs.

This Health Resource Centre and this Agreement are specifically directed to residents of Canada and the United States for use only by residents of Canada and the United States. For purposes of this Agreement, "affiliates" shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with Dalewood, including, without limitation, any respective subsidiaries and affiliates.

2. Your Use of this Health Resource Centre and Our Health Programs

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access and use the Health Resource Centre and the material provided herein, and the Health Programs that you use, for your personal, non-commercial use, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a client or user of this Health Resource Centre and/or our Health Programs. You understand that only you may use your private user account and password, and that your access to our Health Programs is only valid for your personal, non-commercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Health Programs used by you. In becoming a subscriber or user of our Health Programs, you represent and warrant that you are at least 18 years of age and either a Canadian or American citizen or resident with a valid Canadian or American mailing address.

By agreeing to the terms and conditions of this Agreement online, you agree to be legally bound and to abide by this Agreement, just as if you had signed this Agreement in person. If you do not comply with the terms and conditions of this Agreement at any time, we reserve the right to cancel or terminate your password, user account, and/or access to this Health Resource Centre (or any part thereof) and/or our Health Programs. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of this Health Resource Centre or our Health Programs, including, but not limited to, (i) restricting the time the Health Resource Centre and/or a Health Program are available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use the Health Resource Centre and/or any of our Health Programs. If the changes are material and affect a service that is part of your paid subscription as a Retail Client, you will receive an email describing the changes and you shall have a thirty (30) day period to cancel your subscription without penalty. The email will contain the instructions for cancellation of your subscription. Except for the foregoing circumstances, you agree that any termination or cancellation of your access to or use of, the Health Resource Centre and/or our Health Programs may be effected without prior notice. If you do not comply with the terms and conditions of this Agreement and our Terms of Use, you agree that we may immediately deactivate or delete your user account and all related information and/or bar any further access to such information and/or files, our Health Resource Centre (or part thereof) and/or our Health Programs.

Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Health Resource Centre and/or our Health Programs, except for a refund of any fees or charges prepaid by you with respect to our Health Programs without penalty in accordance with Section 4 of this Agreement. You acknowledge and agree that your only recourse if you are dissatisfied or disagree with any modification, restriction or discontinuation of or to this Health Resource Centre and/or our Health Programs, or any policies or practices by us in providing this Health Resource Centre or our Health Programs, including without limitation any change in the amount or type of fees or charges associated with the Health Programs, or any change to this Agreement, is to cancel or terminate your user account and your subscription, as applicable.

From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events ("Additional Terms"). Such Additional Terms may be placed in the Health Resource Centre to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement. If the Additional Terms constitute a material change to your paid services, the notification and cancellation options described above will apply.

For any issues or matters requiring customer service, you can email us at help@dalewoodclinic.com or call us at 1-866-441-1447. We are available Monday to Friday, 9am – 6pm East Coast time.

3. Use Of Health Programs

All portions, components, content and features of the Health Resource Centre are only available to individuals who purchase our Health Programs.

As a user of one of our Health Programs, you agree as follows:

A. You agree to pay, using a valid credit card (or other form of payment which we may accept). The charges and fees for our services are outlined in your Financial Tab and the My Info section of the Health Resource Centre. The charges and fees expressed in Canadian dollars are for Canadians and U.S. Dollars for Americans, and we will charge you in the currency of your respective country. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting in this Health Resource Centre and/or such other means as we may reasonably deem appropriate from time to time (including electronic mail or conventional mail). You will be notified of any material change in fees by email.

B. You are responsible for obtaining and maintaining all Internet connections, computer hardware and other equipment needed for access to and use of the Health Resource Centre, including all costs and fees associated with connecting to our Health Resource Centre.

C. For purposes of your use of our Health Programs, you agree to provide us with duly executed releases, true, accurate and complete information including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your data with third parties solely to verify the information you provide and to bill your credit card, in accordance with our Privacy Policy. You agree to maintain and promptly update your personal or billing information, or any other information you provide to us, and to ensure its accuracy. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your service.

D. You are solely responsible for maintaining the confidentiality of your password and user account information. You must notify us immediately in the event of any known or suspected unauthorised use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorised disclosure of your or anyone else's password or credit card information.

E. Except for Payment Plans, if you terminate your Service Agreement prior to the end of the applicable period, you agree that all fees and charges assessed by us are non-refundable. Non-refundable fees include the Registration Fee, if any.

4. Refunds and Cancellation of Your Services

You may cancel your Agreement at any time within ten (10) days.

If you cancel your Agreement within ten (10) days, we will refund any payment within ﬁfteen (15) days less any services or goods you have already received as follows:

- In-take Session Appointment by Registered Dietitian (Any location): $250

- Comprehensive Nutrigenomics Test comprised of 45 Genetic Markers (Saliva sample): $445

- Metabolic Rate Test (RMR): $180

- Analysis of Health Assessment, Nutrigenomics Results & Metabolic Test Results by Registered Dietitian: $200

- Development of Personal Nutrition Plan based on Test Results & Lifestyle Habits: $250

- Fitness Evaluation by Registered Kinesiologist and Development of Customized Exercise Program: $150

- Materials (laboratory/medical supplies such as breathing tubes etc., printing, courier, administration): $270

- Telephone/Skype Consultation with Cognitive Behavior Coach to Identify Barriers & Set Goals: $140

- Telephone/Skype Consultation with Registered Dietitian to Review Plan & Results: $275

- Telephone/Skype Consultation with Registered Kinesiologist to Review Exercise Plan: $185

- Follow up and plan adjustments by Registered Dietitian, as often as needed, for 1 year or until weight loss goal is achieved, by phone, email, Skype or internal Message Board: $240

- Follow up and exercise adjustments by Registered Kinesiologist, as often as needed, for 1 year or until weight loss goal is achieved, by phone, email, Skype or internal Message Board: $150

- Follow up by Cognitive Behavior Coach, as often as needed, for 1 year or until weight loss goal is achieved, by phone, email, Skype or internal Message Board: $100

- Weigh-ins at any clinic with Clinic Director, as schedules permits: No Charge

- Following weight loss goal, updated re-test Metabolic Rate Test (RMR): $115

You do not need to give Dalewood any reason for cancellation during the ten (10) day period.

You may cancel your Agreement at any time after ten (10) days.

If you cancel your Agreement after ten (10) days, a $150 cancellation fee will apply, and we will refund any remaining amount due within ﬁfteen (15) days, less the $150 cancellation fee and any services or goods you have already received as indicated above.

Upon cancellation or termination of your Service Agreement, we may immediately deactivate your Health Resource Centre user account and all related information and/or files in your user account and/or restrict any further access to such information and/or files, to our Health Resource Centre (or part thereof) and/or our Health Programs, except as we may otherwise provide from time to time and in accordance with our Privacy Policy.

If Dalewood cancels your Service Agreement, Dalewood will refund to you within ten (10) business days any unused portion of your services, either by the payment method you used to enroll for the Health Program or by cheque, at Dalewood’s sole discretion.

HOW TO CANCEL YOUR SERVICE

You can cancel your service by sending an email to cancel@dalewoodclinic.com, by calling us at 1-866-441-1447, Press 0, or by such other means as we may provide from time to time.

Upon cancellation, we will assess the services used by you and deduct the cost of those services from any amount(s) paid by you. The net amount, if any, will be remitted back to you with a full accounting.

We will attempt to process all cancellation requests within 72 hours after we receive your request.

We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. Certain charges may apply. An early cancellation fee of $150 may apply if you are cancelling after 10 days.

Upon receipt of your refund and accounting documentation, you have 3 options:

(i) Accept the refund and do nothing else. Your file will remain closed.
(ii) Contact Dalewood to revoke your cancellation request and resume services.

(iii) Dispute the refund amount and request mediation.

In the event of (iii) `dispute the refunded amount and request mediation`, Dalewood will appoint an adjudicator and provide instructions for having your matter heard by a provincially licensed mediator at no added cost to you.

5. Availability of Health Programs

The availability and use of our Health Programs may be limited based on criteria as we may establish from time to time. You understand and agree we may disallow you from signing onto our Health Programs or may terminate your use of our Health Programs at any time based on these criteria. Examples of such criteria include local laws, breach or risk of security issues, health issues, factors limiting our ability to provide an adequate level of service, and ability to accept payment and settle accounts.

6. Privacy and Security

We are committed to protecting your privacy and security. For more information, you should review our Privacy Policy, which is available on our website at http://www.dalewoodclinic.com/privacy-policy

7. Automatically Become a Registered User

Once you agree to purchase services and become a client of Dalewood, you automatically become an authorized user of this Health Resource Centre, which provides you with access to our Health Programs where you can communicate with our Registered Dietitians in accordance with your plan. Subject to Section 4 and our rights to terminate your access to our Health Resource Centre, if you cancel your Service Agreement, we will revoke your access to our Health Resource Centre unless you specifically request otherwise.

8. Restrictions on Use of Materials

You acknowledge that this Health Resource Centre contains information, software, photos, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, "Content") that are protected by copyrights, patents, industrial designs, trade-marks, trade secrets and/or other intellectual property or proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the "look and feel", selection, co-ordination, arrangement, and enhancement of our Health Resource Centre. All trade-marks appearing in this Health Resource Centre are trade-marks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale of, create derivative works of, or in any way exploit, any of the Content, in whole or in part. You also acknowledge and agree that you will not: copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of any software, products or services obtained from the Website; access the Website by means other than through the standard industry-accepted methods; violate any applicable local, state, provincial, national, or international law, rule or regulation or use the Website for any purpose that is prohibited by this Agreement and/or the Terms of Use. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. You have a limited license to use such Content solely for your personal purposes. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content for any commercial purpose, in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent. You acknowledge and agree that Dalewood cannot and does not guarantee or warrant that files available for downloading from this website will be free of infection by viruses, bugs, Trojan horses or other code that manifest contaminating or destructive properties.

9. Minors

INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO PURCHASE OUR HEALTH PROGRAMS. Accordingly, if you are a minor, please do not attempt to register for our Health Programs or send any information about yourself to us, including your name, address, telephone number or email address.

10. Links

This Agreement applies only to this Health Resource Centre, and not to the websites of any other person or entity. On our Website, we may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products, services or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website or products or services available through that website to that website's administrator or webmaster. You further acknowledge and agree that your use of third party websites and resources will be governed by such websites’ privacy policies and terms of use, and will not be covered by the terms of this Agreement and any other Dalewood policy.

11. Third-Party Products and Services

You may order services, merchandise or other products through our Health Resource Centre from other parties (collectively, the "Third-Party Sellers"). All matters concerning the services, merchandise and other products desired from the Third-Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third-Party Sellers. We make no representations or warranties whatsoever with regard to any services, merchandise and other products provided by the Third-Party Sellers. Dalewood does not monitor or investigate the websites of Third-Party Sellers and Dalewood does not endorse, recommend or guarantee any third-party website, products or services. You acknowledge and agree that you will not consider us (and we will not be construed as) a party to any transaction between you and a Third-Party Seller, whether or not we may have received some form of revenue or other remuneration in connection with such transaction, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to transactions with Third-Party Sellers.

12. DISCLAIMERS OF CONDITIONS AND WARRANTIES

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF CONDITIONS AND WARRANTIES:

THE INFORMATION, PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS) ON THIS WEBSITE ARE PROVIDED "AS IS," “AS AVAILABLE” AND WITH “ALL FAULTS” AND WITHOUT CONDITIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. WE DISCLAIM ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.

NEITHER DALEWOOD, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES, INTERFERENCE, HACKING, OTHER SECURITY INTRUSIONS, DAMAGE, OR OTHER HARMFUL COMPONENTS. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER DEFECTS. WE AND OUR AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OR INABILITY TO USE THIS SITE OR ANY INFORMATION OR SERVICES (EXCEPT FOR YOUR COMMUNICATIONS WITH REGISTERED DIETITIANS).

ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS HEALTH RESOURCE CENTRE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS AND NUTRITION REPORTS).

NEITHER DALEWOOD, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS) IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS HEALTH RESOURCE CENTRE SHALL CREATE ANY CONDITION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

13. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THIS HEALTH RESOURCE CENTRE (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS); (B) THE USE OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS) ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS HEALTH RESOURCE CENTRE (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS); (D) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON OUR WEBSITE (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS); OR (F) ANY OTHER MATTER RELATING TO THIS WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR HEALTH RESOURCE CENTRE, OR WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS HEALTH RESOURCE CENTRE. DALEWOOD IS NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THIS WEBSITE OR ITS CONTENT. THE DISCLAIMERS SET FORTH ABOVE AND THIS LIMITATION OF LIABILITY AND DAMAGES ARE FUNDAMENTAL TO THE BASIS OF THE ARRANGEMENT BETWEEN DALEWOOD AND YOU. THIS SITE, THE HEALTH SERVICE CENTRE AND THE HEALTH PROGRAMS WOULD NOT BE AVAILABLE TO YOU WITHOUT SUCH DISCLAIMERS AND LIMITATION OF LIABILITY AND DAMAGES.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

All users including both Dietitians and clients do hereby expressly agree not to hold Dalewood or Dalewood's officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, or employees (collectively the “Dalewood Parties”) liable for any instruction, advice or services delivered which originated through the Website and/or Dalewood or the Dalewood Parties. Dalewood expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown there from.

IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND DALEWOOD AND THE DALEWOOD PARTIES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE LEGAL FEES AND EXPENSES) ARISING FROM YOUR USE OF THIS HEALTH RESOURCE CENTRE OR OUR PRODUCTS OR OFFERINGS (INCLUDING, WITHOUT LIMITATION, THE HEALTH PROGRAMS), YOUR VIOLATION OF THIS AGREEMENT, OR YOUR INFRINGEMENT, OR THE INFRINGEMENT OR USE BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. WE RESERVE THE RIGHT TO TAKE OVER THE EXCLUSIVE DEFENCE OF ANY CLAIM FOR WHICH WE ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 14. IN SUCH EVENT, YOU AGREE TO PROVIDE US WITH SUCH COOPERATION AS IS REASONABLY REQUESTED BY US. YOU FURTHER AGREE TO INDEMNIFY DALEWOOD AND THE DALEWOOD PARTIES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE USING PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE HEALTH RESOURCE CENTRE OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE HEALTH PROGRAMS.

15. Governing Law, Arbitration and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflicts of law rules.

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Toronto, Ontario, using the English language in accordance with the procedures set forth in the Arbitration Act, 1991 (Ontario), as amended, by one commercial arbitrator (the “Arbitrator”) with substantial experience in resolving intellectual property and commercial contract disputes. The Arbitrator shall be appointed by a Judge of the Ontario Superior Court of Justice sitting in the Judicial District of Toronto Region, upon the application of any of the said parties and a Judge of the Ontario Superior Court of Justice sitting in the Judicial District of Toronto Region shall be entitled to act as such Arbitrator, if he so desires. The arbitration shall be held in the City of Toronto. The procedure to be followed shall be agreed by the parties or, in default of agreement, determined by the Arbitrator. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the courts of Toronto, Ontario, or the Federal Courts of Canada, as applicable.

Use of the Health Resource Centre and/or the Website is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section. Dalewood makes no representations that the Health Resource Centre and/or the Website or the Content available through the Health Resource Centre and/or the Website is appropriate or permitted for use outside Canada or the United States. You may not use the Website from any jurisdiction where access and/or use of the Health Resource Centre is prohibited or violates any laws.

16. No Class or Consolidated Actions

The parties agree that neither will have the right to participate as a representative or member of any class of claimants pertaining to a claim subject to arbitration under this agreement. The parties further agree that neither will have the right to consolidate claims subject to arbitration under this agreement.

17. Statute of Limitations

You and Dalewood agree that regardless of any statute, rule or regulation to the contrary, any claim or cause of action against the other arising out of or relating to this Agreement or your use of the Health Resource Centre or Dalewood’s Health Programs must be filed within two years after such claim or cause of action arose.

18. Contact Information

Our registered head office address is Revverie Inc., DBA Dalewood Health Clinics, 2 Bloor Street West, Suite 1902, Toronto, ON M4W 3R1. We can also be reached as follows: Telephone: 1-866-441-1447; and email: help@Dalewoodclinic.com.

19. Miscellaneous Terms

In any action against us arising from the use of this Health Resource Centre (including, without limitation, the Health Programs), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees.

If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Terms of Use, Financing Terms (if any), the Privacy Policy and any Additional Terms, and the Payment Plan and Instalment Agreement are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms of Use, or the Financing Agreement, this Agreement shall prevail.

We may assign our rights and obligations under this Agreement. This Agreement will enure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect.

20. Choice of Language

The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto including notices, have been and shall be drawn up in the English language only. Les parties confirment que le présent contrat et tout autre document qui s’y rapporte, y compris les avis, ont été et doivent être rédigés dans la langue anglaise seulement.

21. Copyright Complaints

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user to use our Website (or any part thereof) if that user infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us by email: admin@dalewoodclinic.com