Terms of Use

1. The Customer retains all ownership and intellectual property rights in and to Customer Data and all custodianship of Personal Health Information contained in the Customer Data. The Customer grants to WELLSTAR a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data, including Personal Health Information, for the purpose of providing the Service.
2. WELLSTAR may collect and analyze data and other information relating to the provision, use and performance of the Service and related systems and technologies (including, without limitation, Customer Data, Personal Health Information contained in Customer Data, and data derived therefrom), and during and after the term of this Agreement, WELLSTAR may:
   (a) use such information to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other WELLSTAR offerings except where prohibited by applicable law;
   (b) use and disclose such data solely in aggregated or other de-identified form in connection with its business except where prohibited by applicable law; and
   (c) access, use and disclose such data and information as required by applicable law.
3. WELLSTAR or its licensors retain all ownership and intellectual property rights in and to the Service, anything developed or delivered by WELLSTAR under this Agreement, and any Modifications to the foregoing.
4. All rights not expressly granted by a Party to the other Party under this Agreement are reserved by WELLSTAR.
5. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Customer, an Authorized User, or any third party, any IP Rights or other right, title or interest in or to any of the Service or Documentation.
6. WELLSTAR shall only designate the Customer the custodian of all Personal Health Information for purposes of applicable law (and not any Authorized Users) and for interpretation of this Agreement. Any requests relating to Personal Health Information which may be contained within the Services must be given by the Customer.

V. PRIVACY AND SECURITY

1. The Customer shall ensure that it has obtained all necessary consents and permissions to use all Customer Data, including, without limitation, any Personal Health Information within the Customer Data, entered into or transmitted through the Service. WELLSTAR has no obligation to monitor any Customer Data or ensure Customer has collected Personal Health Information in accordance with applicable law.
2. The Parties agree to conform to the requirements of any applicable Canadian local, provincial or federal privacy legislation, laws or regulations as they relate to the Service.
3. The Customer acknowledges that all Customer Data, including Personal Health Information, entered into or transmitted through the Service will be treated in accordance with applicable laws and Nexus AI privacy policy, as updated from time to time.
4. WELLSTAR represents, warrants and covenants that it maintains appropriate safeguards to help protect the confidentiality, integrity, and availability of the Customer Data, including Personal Health Information contained within it.
5. In the event of any loss of, unauthorized access to, or unauthorized use or disclosure of Personal Health Information, WELLSTAR shall: notify the Customer within 48 hours; investigate the incident and provide the Customer with information about the incident within a reasonable time; and take commercially reasonable actions to mitigate the effects and to minimize any damage resulting from the incident.
6. If WELLSTAR gains unauthorized access to Customer Data under this Agreement, WELLSTAR shall: notify the Customer within 48 hours; if Customer Data has come into the possession of WELLSTAR, securely return all copies of such Customer Data to the Customer and, if applicable, ensure that such Customer Data has been permanently removed from any media or hardware on which it was stored; and hold such Customer Data in the strictest confidence and ensure that its employees, contractors and agents hold it in the strictest confidence.
7. If there is a conflict or inconsistency between the terms of this Agreement and the terms of the Nexus AI Privacy Policy, the terms of this Agreement will prevail.

V. FEES AND PAYMENT

1. The Customer will pay to WELLSTAR the fees set forth in each applicable Order Form or SOW (collectively, “Fees”) in accordance with the terms set out therein. Except as otherwise specified in an Order Form or SOW, all Fees are identified in Canadian Dollars.
2. Except as otherwise specified in an Order Form, Subscription fees are based on Service purchased and not actual usage; and payment obligations are non-cancellable, and fees paid are non-refundable.
3. The Customer will set up with WELLSTAR an automatic payment plan (either via bank account withdrawal or credit card) that will pay the fees, as specified in an Order Form, on the first of the month.
4. Fees do not include applicable sales and use taxes. The Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of WELLSTAR.

VII. CONFIDENTIAL INFORMATION

1. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include:
   (a) information already known or independently developed by Recipient without access to Discloser’s Confidential Information;
   (b) information that is publicly available through no wrongful act of Recipient; or
   (c) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
2. Recipient hereby agrees that during the term of this Agreement and at all times thereafter it will not:
   (a) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing;
   (b) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or
   (c) alter or remove from any Confidential Information of the Discloser any proprietary legend.
3. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Party takes to protect its own Confidential Information of a similar type.
4. Notwithstanding the above, Recipient may disclose Discloser’s Confidential Information:
   (a) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, Recipient promptly notifies Discloser in writing of such required disclosure and cooperates with Discloser to seek an appropriate protective order;
   (b) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or
   (c) in the case of WELLSTAR, to potential assignees, acquirers or successors of WELLSTAR if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of WELLSTAR.

VIII.            WARRANTY, DISCLAIMER, INDEMNITY

1. The Customer represents and warrants to, and covenants with, WELLSTAR that Customer Data will only contain Personal Health Information in respect of which the Customer and/or its Authorized User has provided all notices and disclosures, obtained all applicable consents and permissions, and otherwise has all authority, in each case as required by applicable laws, to enable WELLSTAR to provide the Service, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Health Information, including by or to WELLSTAR and to or from all applicable third parties.
2. WELLSTAR does not warrant that the Service will be uninterrupted or error free or that all errors can or will be corrected. Nor does it make any guarantee or warranty as to the results that may be obtained from use of the Service. The Service (and any part thereof), and any other products and services provided by WELLSTAR to the Customer (including all third-party products and services) are provided “as is” and “as available”.
3. To the extent permitted by applicable law, WELLSTAR hereby disclaims all express, implied, collateral or statutory warranties, representations and conditions, whether written or oral, including any implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration or fitness for a particular purpose or use, or any warranties or conditions arising out of course of dealing or usage of trade. Without limiting the generality of any of the foregoing, WELLSTAR expressly disclaims any representation, condition or warranty that: (1) any data or information (including all third-party information) provided to the Customer in connection with the Customer’s or any Authorized User’s use of the Service is accurate, or can or should be relied upon by the Customer or Authorized User for any purpose whatsoever; (2) the Service will meet the requirements of the Customer or Authorized User; (3) the Service will be free of viruses or other harmful components; (4) the Service will function uninterrupted or will be timely, secure, error-free, or available at any particular time or location; (5) any errors or defects will be corrected; or (6) any products, services, information or other material purchased or obtained by the Customer through the Service will meet the Customer’s or Authorized User’s personal expectations or be of a certain quality.
4. The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
   (a) THE CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS WELLSTAR FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, ACTIONS, DEMANDS, AND EXPENSES (INCLUDING LAWYERS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S OR AN AUTHORIZED USER’S: (1) VIOLATION OR BREACH OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, INCLUDING APPLICABLE PRIVACY LAWS; (2) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING ANY PATIENTS WHOSE CLINICAL RECORDS ARE PREPARED WITH THE SUPPORT OF THE SERVICE; OR (3) USE OR MISUSE OF THE SERVICE.
   (b) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY AUTHORIZED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
   (c) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WELLSTAR TO THE CUSTOMER, IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER FOR THE SERVICE IN THE PRIOR SIX(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL WELLSTAR’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

IX. COMMENCEMENT, RENEWAL, TERMINATION, SURVIVAL

1. This Agreement will commence on the Effective Date and will continue until no Order Forms remain in force and effect, unless terminated earlier in accordance with the terms of this Agreeme
2. Unless otherwise indicated in the applicable Order Form, Subscription Periods shall automatically renew for one (1) year periods at the then current fee for the Service.
3. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such material breach. Notwithstanding the foregoing, this Agreement will terminate immediately upon:
   (a) the institution by or against either Party of insolvency, receivership or bankruptcy proceedings for the settlement of the other Party’s debts;
   (b) either Party making an assignment for the benefit of creditors; or
   (c) either Party’s dissolution or ceasing to do business.
4. WELLSTAR reserves the right to terminate this Agreement with thirty (30) days advanced notice.

1. Upon termination of this Agreement, all rights, licenses and authorizations granted to the Customer hereunder will immediately terminate and the Customer shall:
   (a) immediately cease all use of and other activities with respect to the Service and Documentation; and
   (b) within seven (7) days destroy and permanently erase from all devices and systems the Customer directly or indirectly controls, the Service, and the Documentation, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials (except that the Parties may keep such copies as may be reasonably required for business purposes, and each Party shall return the other Party’s Confidential Information or, upon request, destroy such Confidential Information and all copies thereof);
   (c) WELLSTAR shall immediately destroy and permanently erase all Customer Data, Personal Health Information, and other identifiable personal information or data from all devices and systems WELLSTAR directly or indirectly controls but may retain de-identified and/or anonymized data only for the purposes set out in Section 6;
   (d) certify to WELLSTAR in a signed written instrument that it has complied with the requirements under this section; and
   (e) promptly pay to WELLSTAR all outstanding Fees owing as of the date of termination.
2. Any provisions of this Agreement that by their nature should survive termination shall survive and remain in effect, including but not limited to confidentiality, indemnification, limitation of liability, governing law and jurisdiction, payment obligations, intellectual property rights and representations and warranties.
   
   

X. USE OF LOGO

1. The Customer grants to WELLSTAR the express right to use the Customer’s company logo in public facing marketing, sales, and public relations materials and other communications solely to identify the Customer as WELLSTAR’s customer. WELLSTAR hereby grants to the Customer the express right to use WELLSTAR’s logo solely to identify WELLSTAR as a provider of services to the Customer. Other than as expressly stated herein, neither Party shall use the other Party’s marks, codes, drawings or specifications without the prior written permission of the other Party.

XI. GENERAL PROVISIONS

1. Notice. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent:
   (a) if to WELLSTAR, to the address set forth on the signature page to this Agreement
   (b) if to the Customer, to the address set forth on the signature page to this Agreement.
2. Changes in contact information. Either Party may change its contact information by providing the other Party written notice of the Party’s new contact information.
3. Assignment. Neither Party will assign this Agreement to any third party without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights or obligations under this Agreement, in whole or in part, without the other Party’s consent, in connection with the transfer or sale of all or substantially all of the Party’s business or assets to a third party, whether by merger, sale of stock, sale or donation of assets or otherwise. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
4. Governing law, forum, injunctive relief. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in the city of Toronto. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent WELLSTAR from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
5. Force Majeure. WELLSTAR will not be liable for delays caused by any event or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving WELLSTAR’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites.
6. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
7. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
8. Independent contractor relationship. WELLSTAR’s relationship to the Customer is that of an independent contractor, and neither Party is an agent, employee or partner of the other. Neither Party will have, or represent to any third party that it has, any authority to act on behalf of the other Party.
9. Entire agreement. This Agreement, together with any schedules, Order Forms and SOW’s that are incorporated herein by this reference, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
10. Amendment. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
11. Execution in counterpart. This Agreement may be executed by the Parties in separate counterparts, all of which, when taken together, will constitute a single agreement among the Parties. Execution of this Agreement by a Party may be evidenced by way of an emailed (by way of an Adobe Acrobat PDF file) transmission of such Party’s signature, or by a photocopy of a Party’s signature, each of which will constitute the original signature of such Party to this Agreement. Any Party who evidences its signature of this Agreement by emailed PDF file shall, promptly following a request by any other Party, provide an originally executed counterpart of this Agreement, but its failure to do so will not invalidate this Agreement.

Exhibit A – End User License Agreement for Authorized Users

I. INTRODUCTION

Welcome to Nexus AI a desktop software application owned and operated by WELLSTAR Operation Ltd. (“WELLSTAR”), a Canadian company. When used in this End User License Agreement (“License Agreement”), the words “we,” “us,” and “our” refer to WELLSTAR.

Nexus AI uses hands-free speech recognition and artificial intelligence to help simplify time consuming manual clinical documentation for physicians and other clinicians. All services provided by WELLSTAR, including the services, information, features and functionality offered through Nexus AI, are referred to in this License Agreement as the “Service.”

To use the Service, your clinic, hospital, or practice first needs to subscribe to the Service from WELLSTAR. You will then be provided with an organizational account, which will be accessible to you and other authorized users of the Service, in accordance with the terms of the subscription; the Service Agreement between your clinic, hospital, or practice and WELLSTAR; and this License Agreement.

Please read this License Agreement carefully before using the Service. This License Agreement contains important information regarding your use of the Service and affects your legal rights, remedies, and obligations. It is a legal contract between WELLSTAR and you. You confirm that you possess the legal right and capacity to understand and agree to this License Agreement. By accessing or using the Service, you acknowledge that you have read, understand and agree to be bound by the terms of this License Agreement, as amended from time to time. If you do not agree to the terms of this License Agreement, in whole or in part, you are not permitted to use the Service.

II. USING THE SERVICE

Before each patient appointment

Prior to each patient appointment, either you or your clinic, hospital, or practice must ensure that the patient provides a duly informed consent to the use of the Service. Obtaining informed consent from each patient is solely the responsibility of you or your clinic, hospital, or practice, and is not the responsibility of WELLSTAR. In the absence of such consent, you may not use the Service. As a resource, WELLSTAR has prepared a sample Nexus AI Patient Consent, which may assist you or your clinic, hospital, or practice in obtaining each patient’s informed consent to the use of the Service during their appointment. The Nexus AI Patient Consent is provided as a resource and a courtesy only. Using the Nexus AI Patient Consent is not a substitute for, and may not on its own be sufficient to ensure, a legally valid informed consent discussion with the patient.

During the appointment

At the start of the appointment, if the patient has provided informed consent to the use of the Service, you will log into Nexus AI and enter limited information about the patient in order to verify the patient’s identity. After this, the Service will be ready for use.

With the support of voice recognition software and other technologies, the Service will generate the following:

1. a draft clinical record of the appointment, which you will then review within the Service and complete;
2. a transcript of the discussion between you and the patient during the appointment, which you may review within the Service use as a resource when reviewing and completing your clinical record; and
3. a patient information handout summarizing the discussion between you and the patient, which you may print from the Service, review, revise as needed, and provide to the patient.

The draft clinical record, transcript, and patient information handout will be made available to you through the Service at the conclusion of each appointment.

In addition, the Service will create an audio recording of the appointment, which, after the appointment has concluded, will be used to confirm the correctness and completeness of the transcript of the appointment.

All identifiable health information provided by and to you through the Service will be collected, used, managed and disclosed in accordance with the Nexus AI Privacy Policy.

After the appointment

After the appointment, WELLSTAR staff will use the audio recording to confirm the correctness and completeness of the transcript of the appointment. Our staff will also analyze each transcript using machine learning to automate and support your clinical record keeping. Over time, each transcript will “teach” the Service to generate more accurate draft clinical records. As the Service “learns” more about your individual documentation, it will provide you with draft clinical records that more accurately reflect the form and content of your documentation.

III. YOUR PATIENT CARE AND RECORD KEEPING OBLIGATIONS WHEN USING THE SERVICE

It is important that you understand what the Service does and does not do, and what your patient care and record keeping obligations are when you use the Service. Please read the following carefully.

The draft clinical record that the Service generates in respect of each patient appointment is not a legally valid clinical note and you may not rely on it as such. It does not replace your own approach to clinical record keeping. It is only a resource that you may use in creating your own accurate, complete, comprehensive, professionally appropriate clinical record.

The Service does not evaluate and is not responsible for the accuracy, completeness, comprehensiveness, professional appropriateness, or overall quality of the final clinical record that you complete and authorize. Nor does the Service assess whether your completed and authorized clinical record complies with your legal and professional licensing requirements.

The Service generates the patient information handout as a resource to you, should you wish to provide your patient with written information about the appointment. If you choose to provide the handout to your patient, you must first review the handout and revise it as needed prior to providing it to the patient.

IV. YOUR LICENSE TO USE THE SERVICE

Subject to the terms and conditions of this License Agreement and any applicable third-party license conditions, WELLSTAR hereby grants you a limited, non-exclusive, non-transferrable, non-assignable, revocable, terminable, personal license to use the Service in strict accordance with the terms of this License Agreement, and WELLSTAR reserves all other rights. For greater certainty, this license does not grant you any rights with respect to any third party applications and/or products.

You agree that you will not distribute or make Nexus AI available over a network where it could be used by multiple devices at the same time. you may not transfer, redistribute or sublicense the Service and, if you sell your electronic device to a third party, you must remove Nexus AI from the device before doing so. you may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Nexus AI or any part thereof (except and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent it may be permitted by the licensing terms governing use of an open-sourced component included with Nexus AI). You may not use the Service in a manner that could damage, disable, overburden or impair any WELLSTAR service, or the network connected to any WELLSTAR service, or interfere with any other party’s use and enjoyment of any services.

You acknowledge and agree that the Service is being licensed, not sold, to you by WELLSTAR or its licensors and you will not acquire any ownership interest in Nexus AI. WELLSTAR retains all right, title and interest in and to the Service and all intellectual property rights arising out of or relating to the Service. There are no implied licenses granted in this license.

WELLSTAR may from time to time develop updates, upgrades, bug fixes and other modifications (“Updates”) to improve the performance and usability of the Service. These Updates may be automatically installed without providing any additional notice. By using the Service, you consent to such Updates.

V. PRIVACY

Any Personal Health Information that you provide or receive through the Service is protected by applicable privacy laws in your jurisdiction. You acknowledge that you have read the Nexus AI Privacy Policy and hereby consent to the collection, use and disclosure of Personal Health Information by WELLSTAR and its agents for the purposes identified in the Nexus AI Privacy Policy. If you would like to contact us about privacy, please email us at privacy@well.company.  

VI. LIMITATION OF LIABILITY

You assume all risk with respect to the results and performance of the Service.

You or your clinic, hospital, or practice shall indemnify, defend, and hold harmless WELLSTAR from and against any and all claims, costs, damages, losses, liabilities, obligations, actions, demands, and expenses (including lawyers’ fees and costs) arising out of or in connection with any of the following by you: (1) any violation or breach of this License Agreement or any applicable law or regulation, including applicable privacy laws; (2) any violation of any rights of any third party, including any patients whose clinical records are prepared with the support of the Service; or (3) any use or misuse of the Service.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WELLSTAR BE LIABLE FOR ANY (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS LICENSE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

IN NO EVENT WILL WELLSTAR’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THE SOFTWARE AGREEMENT, THIS LICENSE AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICE EXCEED THE AMOUNT OF FEES PAID BY YOUR CLINIC, HOSPITAL, OR PRACTICE FOR THE SERVICE IN THE PRIOR SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

VII. WARRANTIES AND DISCLAIMER

WELLSTAR does not warrant that the Service will be uninterrupted or error free or that all errors can or will be corrected. Nor does it make any guarantee or warranty as to the results that may be obtained from use of the Service. The Service (and any part thereof), and any other products and services provided by WELLSTAR are provided “as is” and “as available”.

To the extent permitted by applicable law, WELLSTAR hereby disclaims all express, implied, collateral or statutory warranties, representations and conditions, whether written or oral, including any implied warranties or conditions of merchantability, merchantable quality, compatibility, title, non-infringement, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration or fitness for a particular purpose or use, or any warranties or conditions arising out of course of dealing or usage of trade.  Without limiting the generality of any of the foregoing, WELLSTAR expressly disclaims any representation, condition or warranty that: (1) any data or information (including all third-party information) provided in connection with your use of the Service is accurate, or can or should be relied upon by you for any purpose whatsoever; (2) the Service will meet your requirements; (3) the Service will be free of viruses or other harmful components; (4) the Service will function uninterrupted or will be timely, secure, error-free, or available at any particular time or location; (5) any errors or defects will be corrected; or (6) any products, services, information or other material purchased or obtained through the Service will meet your personal expectations or be of a certain quality.

VIII. TERM AND TERMINATION

This license commences on the date that you access or use the Service and will continue until terminated by you or WELLSTAR. Your rights under this license will terminate automatically if you fail to comply with any of its terms. Upon termination, you will cease all use of the Service.

Without prejudice to any other rights, WELLSTAR may terminate this license at any time by giving you notice of such cancellation, in which case you must destroy all copies of Nexus AI in your possession and all of its documentation and cease and desist from any further use of the Service.

In addition, WELLSTAR may at any time suspend your access to the Service, if you are in breach of this Agreement or using the Service in a manner that impairs the operation of the Service or that violates the Nexus AI Privacy Policy. You agree that we are not liable to you or any third party for any termination of your access to Nexus AI.

IX. ADDITIONAL LEGAL TERMS

You may not change this License Agreement in any manner. WELLSTAR reserves the right, at its sole discretion, to change, add or remove portions of this License Agreement at any time without incurring any liability or obligation. Using the Service after WELLSTAR makes changes to the License Agreement means you agree to and accept the revised License Agreement.

You agree that all matters relating to this License Agreement, or your access or use of the Service and its content, shall be governed by and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. You agree and hereby submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters relating to your access and use of the Service and the content as well as any dispute that may arise therefrom.

WELLSTAR’s failure to exercise or enforce any right or provision of this License Agreement shall not constitute a waiver of such right or provision.

The invalidity or unenforceability of any provision of the License Agreement or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant contained herein and any such invalid provision or covenant shall be deemed severable from the rest of the License Agreement.

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this License Agreement; (ii) you have read and understand this License Agreement; and (iii) you agree to this License Agreement on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity please do not use the Service. PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR ACCEPTANCE WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS LICENSE, AND (C) THE WORD “YOU” IN THESE LICENSE WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.