The Karie Companion Mobile Application (hereafter referred to as the “App”) is owned, operated and maintained by AceAge Inc. (hereafter referred to as “AceAge”) and licensed, not sold, to you. Your license to the App as obtained through the Google Play or the App Store or other online marketplace is subject to the following terms and conditions of this End User License Agreement (hereafter referred to as the “EULA”). Under this EULA, the Karie device generating the data used by the App is referred to as “Karie” and the services offered through the App are referred to as the “Services”. AceAge reserves all rights in and to the App not expressly granted to you by this EULA. THIS EULA CONSTITUTES A BINDING AGREEMENT BETWEEN YOU THE CUSTOMER AND ACEAGE INC.
2. APPLE DEVELOPER MINIMUM TERMS
- Acknowledgment: This EULA is concluded between you and AceAge and not with Apple. AceAge, not Apple, is solely responsible for the App covered under this EULA and the content thereof. This EULA does not provide for usage rules for Licensed Applications that are in conflict with the App Store Terms of Service, as of January 2019.
- Scope of License: The license granted to you by this EULA is limited to a non-transferable license to use the App on any Apple-branded Product that you own or control where applicable and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
- Maintenance and Support: AceAge is solely responsible for providing any maintenance and support services with respect to the App, as specified in this EULA, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- Warranty: AceAge is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is the sole responsibility of AceAge.
- Product Claims: Aceage, not Apple, is responsible for addressing any claims that you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
- Intellectual Property Rights: In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, AceAge, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Legal Compliance: you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Developer Name and Address: direct questions, complaints or claims with respect to the App to AceAge Inc., 295 Hagey Blvd, Waterloo, ON, Canada, N2L 6R5. Phone: 1-289-480-0211. Email: [email protected].
- Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the App, e.g., you must not be in violation of your wireless data service agreement.
- Third Party Beneficiary: You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA as a third party beneficiary thereof.
3. TERMS of SERVICE
Once you have set up your App user account and paired your mobile device with a medication pouch or a Karie device, AceAge shall deliver the following Services to you through the App:
- Notifications related to the status of the next dose of the Karie user or of a medication pouch user
- Notifications related to the dose adherence of the Karie user
- Notifications related to the status of the device or cartridge of the Karie user
- Views of the medication schedule belonging to the Karie user or a medication pouch user
- Ability to launch your inline phone application and call the Karie user or a medication pouch user
4. YOUR RESPONSIBILITIES
You agree not to interfere or attempt to interfere with the proper working of the Services or to disrupt the operations or violate the security of the Services. Violations of system or network operation or security may result in civil or criminal liability. AceAge will investigate possible occurrences of such violations, and may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations. You agree to comply with all your responsibilities and obligations as stated in this EULA. Non-enforcement or failure of AceAge to act with respect to a breach by you or others of this EULA does not constitute consent or waiver, and AceAge reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in this EULA shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.
5. ACEAGE RESPONSIBILITIES
AceAge represents and warrants that:
- All Services shall comply with federal, provincial, and other applicable laws and regulations, regarding privacy protection and data security;
- It will take commercially reasonable actions to ensure the uninterrupted supply of Services to you during any foreseeable or anticipated event or circumstance that could interrupt or delay the performance of AceAge under this EULA.
Notwithstanding its responsibilities to you, AceAge will occasionally and without notice suspend Services when an emergency maintenance procedure requires such suspension or as part of the routine maintenance procedure involving a paired Karie device. Whenever possible, such suspensions shall take place during low use frequency periods such as overnight hours between 12 AM and 6 AM.
7. SCOPE of LICENSE
AceAge hereby grants to you a revocable, limited, non-exclusive, non-assignable, non-sublicensable license to access and use the App, and any user guides, specifications or related documentation (the “Documentation”), subject to these terms. This EULA is only for personal and non-commercial use. To the extent not limited or restricted under any applicable law or regulation, you are granted permission to temporarily download one copy of the App for personal, non-commercial use only on each mobile device that you own or control. You may not distribute or make the App available for use by others on multiple devices simultaneously. Under this EULA, except as and only to the extent any of the following restrictions are prohibited by applicable law or any of the restricted activities are permitted by the licensing terms of any open-sourced components incorporated into the App, you may not:
- lend, rent, lease, sell, redistribute, assign, sublicense or otherwise transfer the App or the right to download or use the App;
- use the Services for any commercial purpose or for any commercial or non-commercial public display;
- copy, decompile, reverse engineer, disassemble, attempt to derive the source code of the App, any App updates, or any part of the App or updates, or attempt to do any of the foregoing;
- copy, modify or create derivative works of the Services, Documentation, or any Services or Documentation updates or any part of the Services, Documentation or updates;
- remove any copyright or other proprietary notices from the App, Documentation, or part of the App;
- transfer the content or materials from the App to anyone else or “mirror” the same on any server;
- circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content;
- use any robot, spider, site search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services;
- harvest, collect or mine information about other users of the Services;
- post or transmit any virus, worm Trojan horse or other harmful or disruptive element; or
- violate any applicable law, rule or regulation.
8. NO WARRANTY
To the extent permitted by applicable law, AceAge makes no warranties, representations, claims, guarantees or conditions of any nature, expressed or implied, including fitness for a particular purpose, merchantability, title or non-infringement, with respect to the App. AceAge assumes no liability for any claims, damages, losses or expenses arising out of or otherwise relating to the unavailability of any App service (including any service outage), even where such unavailability occurs after installation of the App.
9. INDEMNITY and LIMITATION of LIABILITY
- Except as provided in the Karie Manufacturer’s Warranty and to the maximum extent permitted by law, AceAge is not responsible for direct, special, incidental or consequential damages resulting from any breach of warranty or condition, or under any other legal theory, including but not limited to:
- loss of use
- loss of revenue;
- loss of actual or anticipated profits (including loss of profits on contracts);
- loss of business;
- loss of opportunity;
- loss of goodwill;
- loss of reputation;
- any indirect or consequential loss or damage;
- loss of, damage to or corruption of data or any indirect or consequential loss or damage whatsoever caused including the replacement of equipment and property;
- any costs of recovering or reproducing any data stored on or used with the Product; or
- special, incidental, or indirect damages or for any economic consequential damages even if AceAge is informed of their possibility.
- In no event shall AceAge be liable for any malfunction of Karie that results in a failure to dispense medication, in which case it is expected the medication can be withdrawn from Karie and taken manually.
- AceAge is not responsible for communication failures or interceptions of data over a network or liable for damages that may result from such failures or interruptions.
10. PRIVACY and CONFIDENTIALITY
11. CONSENT to COLLECTION of PERSONAL INFORMATION and USE of DATA
You agree that AceAge may collect your personal information:
- during your App purchase transaction, and;
- during your general use of the App.
12. LICENSE TERMINATION
Deleting the App from your device will not delete the information associated with your user account. You may terminate this EULA at any time by:
- requesting termination and deletion of your user account from AceAge, and;
- discontinuing any further use of Services.
If you violate this EULA, permission by AceAge to use the Services automatically terminates. AceAge may, in its sole discretion, terminate this EULA and your access to the Services, at any time and for any reason, after notifying you, without penalty or liability to you or any third party. In the event of a breach of this EULA, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to AceAge. Upon any termination of this EULA by either you or AceAge, you must promptly uninstall the App from all of your devices and destroy all materials downloaded or otherwise obtained from the Services, all Documentation, and all copies of such materials and Documentation.
- WAIVER/MODIFICATION: AceAge reserves the right to modify this EULA. AceAge will post the most current version of this EULA at www.aceage.com. If AceAge makes material changes to this EULA, it will notify you via the App. Your continued use of the App after AceAge publishes notice of changes to this EULA indicates your consent to the updated terms.
- FORCE MAJEURE: AceAge will not be responsible for failing to perform under this EULA for acts of God, acts of war, natural disasters, or other similar causes beyond its reasonable control (a “Force Majeure Event”). Notwithstanding the foregoing, in the event of the existence of any such cause for delay, AceAge must promptly advise you of the existence of same and the reasons therefore.
- JURISDICTION: The validity, construction and performance of this EULA will be governed by the substantive laws of Ontario, Canada as though this EULA were executed in and fully performed within the Province of Ontario. Both parties this EULA waive the right to a jury trial in any dispute arising out of this EULA. Both parties agree that any action concerning this EULA will be brought in a court of competent jurisdiction in the City of Toronto in the Province of Ontario and hereby consent to the exclusive personal jurisdiction of any such court.
- ASSIGNMENT: You may not assign or delegate this EULA or any rights and obligations hereunder to any other party without the prior written consent of AceAge. AceAge may assign the terms of the EULA to a third party in its sole discretion.
- FAILURE TO ACT: No delay or failure to act by you in the event of a default shall be construed as a waiver of any provision of this EULA.
- SEVERABILITY: If any part, term or provision of this EULA is declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect.
- ENTIRE AGREEMENT: This EULA, the Karie Manufacturer’s Warranty, the Karie Purchase Agreement and the AceAge Terms and Conditions, as applicable, together constitute and contain the entire agreement and understanding between the parties thereto and supersede any and all previous agreements, memoranda or other understandings of the parties thereto pertaining to the subject matter thereof. No amendments or variations of this EULA, the Karie Manufacturer’s Warranty, the Karie Purchase Agreement or the AceAge Terms and Conditions, as applicable, shall be valid unless in writing and signed by both of the parties thereto.