Terms and Conditions

 

These Terms and Conditions (hereafter referred to as the "Terms") are applied by AceAge Inc. (hereafter referred to as "AceAge") to the provision of any Karie™ medication delivery device (hereafter referred to as the "Product"), the dose scheduling service linked to that device (hereafter referred to as "Scheduling"), the optional mobile device monitoring service paired with that device (the "App") and the secure device administration website which may include that device for remote monitoring and communications (the "Portal").  Communications directed to a device from the Portal are hereafter referred to as "Content".  Under these Terms, Scheduling, the App and the Portal are referred together as the "Services".  Under these Terms, the repair services provided for a Karie™ device are referred to as "Servicing".  Any Karie™ Purchase Agreement or Karie™ Companion App End User License is subject to these Terms.  THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN THE CUSTOMER AND ACEAGE INC.

 

1. Acceptance

Acceptance of any customer purchase agreement is expressly limited to and made conditional upon these Terms. Any of customer’s terms and conditions which are in addition to or different from these Terms at any time, whether or not such terms or conditions materially alter these Terms and irrespective of acceptance of payment by AceAge, which are not separately agreed to in writing by an authorized representative of AceAge, are hereby objected to and shall be of no effect.

 

2. Product Specifications, Order and Delivery

Customer may only issue Product purchase orders to AceAge using a Karie™ Purchase Agreement ("Purchase Agreement") in written or electronic form.

  1. Through the Purchase Agreement, customer shall furnish AceAge with its desired number of units for the Product, customer information, the Service subscription period, the address for delivery and payment information.
  2. Subject to the order specifications of the Purchase Agreement, AceAge will sell and deliver the Product to customer at the price and in the quantity set forth on the Purchase Agreement and will provide Services for the duration of the Services subscription period.
  3. AceAge will confirm to customer receipt of a purchase order within five (5) business days following receipt thereof in written or electronic form by AceAge.  Confirmation includes (a) the purchase price for the Product, including applicable deposit terms; (b) the quantity of the Product; (c) the Services subscription period; (d) the delivery location specified in the agreement and (e) the delivery date. Customer may withdraw any purchase order prior to AceAge’s acceptance thereof.
  4. AceAge will use commercially reasonable efforts to deliver the Product in accordance with the delivery date specified in the Purchase Agreement or as may otherwise be agreed to between AceAge and customer.
  5. Customer shall take delivery of Product as set forth in this Purchase Agreement.  Any purchase order stating a different delivery schedule shall not become part of this Purchase Agreement unless the delivery schedule is made a part of this Purchase Agreement by mutual agreement by an authorized representative of AceAge and customer and made a part of this Purchase Agreement by written authorization.

 

3. App Order and Delivery

The App is available for free download from the App Store and Google Play online marketplaces, and may be made available from other online sources from time to time.  Any use of the App by customer operates as an explicit acknowledgment and conclusive acceptance of these Terms and the Karie™ Companion Mobile App End User License Agreement ("App License").

 

4. Terms of Service

Upon purchase of a Product, AceAge shall deliver the following Services to the user through the Product:

Upon pairing of an App user with an activated Product, AceAge shall deliver the following Services to the App user through the App:

Upon creation of an authorized Portal user account, AceAge shall deliver the following Services to the Portal user through the Portal:

Portal user accounts are only available to employees of residential facilities or home care operators that are signatory to a Purchase Agreement.  Portal users can only access information collected by Products that have been pre-assigned to their facility or operation.  AceAge may modify its terms of service from time to time.  Such modifications shall not affect key terms of a Purchase Agreement such as (a) pricing; (b) subscription period; (c) cancellation fee or; (d) reactivation fee.  Modifications may be made by AceAge in its sole discretion upon providing thirty (30) days prior written notice to customer.

 

5. Customer Responsibilities

Customer represents and warrants that:

  1. Only the individual for whom a Product is purchased may use that Product.  Where Services linked to a Product remain active but the user of the Product is to be replaced by a new user, as in the context of Product reuse within a residential facility, customer must take the necessary measures to ensure that the user account linked to the Product is appropriately reset and modified;
  2. They shall only use the Product as intended by AceAge.  Intended use is described in the Product User Manual, which can be found online at kariehealth.com;
  3. They shall not resell any Product;
  4. They shall not modify the Product in any way;
  5. They shall not interfere or attempt to interfere with the proper working of the Services or to disrupt the operations or violate the security of the Services;
  6. They shall report a missing or stolen Product to AceAge as soon as possible to ensure that the Services can be disconnected;
  7. They will not reproduce, duplicate, copy, sell, resell, or exploit the Services, their Content, their software or any portion of any of the foregoing;
  8. They will not use the Services for any purpose in violation of federal, state, provincial, municipal, or international laws;
  9. They will not solicit another person’s password or personal information under false pretenses;
  10. They will not impersonate another person or entity or otherwise misrepresent its affiliation with a person or entity, and/or use or access another user’s account or password without permission;
  11. They will not post or transmit any Content that is (or it reasonably believes or should reasonably believe to be) illegal, fraudulent, or unauthorized, or furthers such activity, or that involves (or it reasonably believes or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material.
Customer agrees to comply with all customer responsibilities and obligations as stated in these Terms.  Non- enforcement or failure of AceAge to act with respect to a breach by customer or others of this Agreement 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 Agreement shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.

 

6. AceAge Responsibilities

AceAge represents and warrants that:

  1. All Products shall comply with verifiable specifications, which may be amended from time to time, and in accordance with FCC 15-B and ICES-003, Class A/B quality assurance standards.  AceAge will provide reasonable support as requested by customer to address and correct quality concerns;
  2. All Services shall comply with applicable laws regarding privacy protection and data security;
  3. It will take commercially reasonable actions to ensure the uninterrupted supply of Services to customer during any foreseeable or anticipated event or circumstance that could interrupt or delay the performance of AceAge under these Terms.

 

7. Maintenance

Notwithstanding its responsibilities to customer, AceAge will occasionally and without notice suspend Services to a Product when an emergency maintenance procedure requires such suspension or as part of the routine maintenance procedure involving that Product.  Whenever possible, such suspensions shall take place during low use frequency periods such as overnight hours between 12 AM and 6 AM.

 

8. Purchase Agreement Pricing

  1. Prices quoted in a Purchase Agreement are in the currency of the country of purchase.
  2. Prices are based on the assumption of a minimum one (1)-year subscription to Services.
  3. Monthly subscription fees apply to the provision of Services and are not to be interpreted as Product rental or lease fees.
  4. AceAge will have the right to revise prices upon thirty (30) days’ prior written notice in the event of changes in purchase agreement specifications made by customer.
  5. Customer assumes responsibility for submitting co-payment information to their insurer where appropriate.
  6. Where customer is an individual, the price quoted represents the cost of one (1) Product.
  7. Where a discount has been applied to monthly Services in a household (single address) and a Service contract within that household is cancelled, the discount associated with that contract is also cancelled.
  8. Customer is responsible for all applicable taxes related to Products and Services.

 

9. Purchase Agreement Payment

  1. AceAge requires payment through a pre-authorized debit or credit card for single, couple or family orders. Personal cheques are not accepted for payment.
  2. AceAge requires interbank or direct electronic transfers for bulk purchase orders.
  3. Where customer is an individual, couple or family, AceAge allows for a full refund and service cancellation within fifteen (15) days of the date of agreement, if customer is not fully satisfied upon delivery of their Product.
  4. Where customer is an individual, couple or family, customer shall have option to make monthly subscription payments by: (i) permitting AceAge to keep customer’s credit card information on file for automatic billing; (ii) receiving monthly billing statements from AceAge in written or electronic form or; (iii) where customer is also a resident of an assisted living facility, including monthly subscription payments with its monthly facility fees and arranging for subscription payments by the facility.
  5. Where customer is a residential facility or home care operator, customer shall have the option to integrate monthly subscription payments in the monthly fees it collects from residents with Karie™ user accounts.
  6. Where customer is an individual relocated to a residential facility customer and seeks transfer of their subscription payments to their monthly facility fees, a new Purchase Agreement will be required transferring any fixed or monthly term balance to a new user account for the facility.
  7. Payments are due in thirty (30) days.  Late payments face a penalty of prime + 5% interest per annum, compounded monthly.
  8. Payment past due ninety (90) days may incur service suspension.  A reactivation fee shall apply to accounts that have incurred a service suspension and where the customer seeks reactivation of the Product.

 

10. Purchase Agreement Cancellation

A Purchase Agreement is based on the assumption of a minimum one (1) year subscription to Services:

  1. The minimum fixed-term of a Purchase Agreement is one (1) year (the "Term").  The Term shall commence on the date of purchase, represented by the Agreement Effective Date on Your Purchase Agreement;
  2. From that date, the Term shall continue in full force and effect for a period of one (1) year.  Thereafter, the Purchase Agreement shall automatically renew on a month-to-month term until customer provides AceAge with a minimum thirty (30)-day advance written notice of its desire not to renew the agreement;
  3. If Services are cancelled before completion of the Term and the applicable Purchase Agreement does not indicate a start/stop mechanism, an early termination penalty equal to the remaining subscription balance for the Term will be charged;
  4. Any outstanding balance on a customer account shall be payable upon cancellation;
  5. Arrangement for cancellation of a Purchase Agreement not due to death includes: (i) contacting Karie™ Support; (ii) providing the date on which cancellation is to take effect; (iii) providing information related to the original Purchase Agreement; (iv) payment of any outstanding charges.

Where a Product has been paired with a user of the App, cancellation of that Product’s Purchase Agreement is automatically reflected in the App, such that the user information, notifications and schedules generated by the Product cease and are no longer viewable including historical data.

 

11. Compassion Clause

In the event of death of the intended user of the Product and while Services are in effect, no penalty or outstanding dues shall be incurred upon their estate.  Upon the request from the estate, Karie™ Support is available to facilitate return of the Product of a deceased customer or Product user.

 

12. Indemnity and Limitation of Liability

  1. 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:
    1. loss of use;
    2. loss of revenue;
    3. loss of actual or anticipated profits (including loss of profits on contracts);
    4. loss of business;
    5. loss of opportunity;
    6. loss of goodwill;
    7. loss of reputation;
    8. any indirect or consequential loss or damage;
    9. 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;
    10. any costs of recovering or reproducing any data stored on or used with the Product; or
    11. special, incidental, or indirect damages or for any economic consequential damages even if AceAge is informed of their possibility.

    The foregoing limitation shall not apply to death or personal injury claims, or any statutory liability, as a result of any gross negligent acts and/or omissions by AceAge.

  2. In no event shall AceAge be liable for any malfunction of the Product that results in a failure to deliver medication, in which case it is expected the medication can be withdrawn from the Product and taken manually.
  3. AceAge is not responsible for the content of the multi-pouch medication packaging obtained from the user’s pharmacy.
  4. 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.

Customer shall indemnify AceAge against any direct, special, incidental or consequential damages resulting from any breach of warranty or condition.

 

13. Ownership, Intellectual Property and Information Technology

AceAge and its licensors own the mechanism of dose scheduling, the App, the Portal, and all related Documentation, including any material or Content made available through its Services, including proprietary algorithms and all worldwide intellectual property rights in the foregoing.  Except as expressly permitted herein, customer may not copy, further develop, reproduce, re-publish, modify, alter download, post, broadcast, transmit or otherwise use any material made available in the Services.  Customer will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services.  All trademarks are trademarks or registered trademarks of their respective owners.  Nothing in this Agreement grants customer any right to use any trademark, service mark, logo, or trade name of AceAge or any third party.

  1. AceAge retains all Intellectual Property (IP) rights to the Product design and mechanism, the process of data transmission to and from the Product, the online system of monitoring such transmission and Product performance and the service of medication delivery of which the Product is an essential component.  Prohibited use of AceAge’s IP is only use outside of the scope of this agreement.
  2. Customer cannot deconstruct or reverse engineer a Product or use a Product to build a competitive product.  Such actions are in violation of AceAge’s IP protection measures and will result in legal action by AceAge.
  3. Information Technology (IT) used by the Service of medication delivery includes the limited retention of user data on secure cloud servers.
  4. Services are subject to the operation of third party hardware and software as used by cellular and Wi-Fi service providers.

 

14. Privacy and Confidentiality

AceAge is required to collect and use personal information in order to provide its Services, to provide product information, to open, maintain and process credit card transactions, to administer and process customer surveys, special promotions and other marketing activities, as well as other internal administrative functions.  All information processed is pursuant to the AceAge Privacy Policy and the Data Processing Agreement.  If you are an individual user, please read the Privacy Policy.  If you are a care operator, please read the Data Processing Agreement.  Karie™ complies with federal, provincial and other applicable laws and regulations regarding privacy protection and data security.  Customer can review the Karie™ privacy commitment in the AceAge Privacy Policy at aceage.com.

 

15. Exclusion of Implied Warranties

The Karie™ Manufacturer’s Warranty is AceAge’s sole warranty with respect to the Product.  Aceage makes no other warranty of any kind whatever, expressed or implied; and all implied warranties or terms of merchantability and fitness for a particular purpose which exceed the obligation in the Karie™ Manufacturer’s Warranty are hereby disclaimed by AceAge and excluded from any purchase agreement for the Product.

 

16. General

  1. WAIVER/MODIFICATION: AceAge reserves the right to modify these Terms and Conditions and will post the most current version of these Terms and Conditions at kariehealth.com.  If AceAge makes material changes to the Terms and Conditions, it will notify the customer.  A customer’s continued use of the Karie™ device after AceAge publishes notice of changes to the Terms and Conditions indicates customer's consent to the updated Terms and Conditions.
  2. FORCE MAJEURE: AceAge will not be responsible for failing to perform under a Purchase Agreement or App License for acts of God, acts of war, natural disasters, or other similar causes beyond its reasonable control (a "Force Majeure Event").
  3. JURISDICTION: The validity, construction and performance of a Purchase Agreement or App License will be governed by the substantive laws of Ontario, Canada as though the Agreement or License were executed in and fully performed within the Province of Ontario.  Both parties to a Purchase Agreement or App License waive the right to a jury trial in any dispute arising out of the agreement.  Both parties agree that any action concerning the Purchase Agreement or App License 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.
  4. ASSIGNMENT: Customer may not assign or delegate their Purchase Agreement or App License or any rights and obligations hereunder to any other party without the prior written consent of AceAge.  Ace Age may assign the Purchase Agreement and App License in their entirety without the consent of customer.
  5. FAILURE TO ACT: No delay or failure to act by customer in the event of a default shall be construed as a waiver of any provision of a Purchase Agreement or App License.
  6. SEVERABILITY: If any part, term or provision of a Purchase Agreement or App License is declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of the agreement or license shall remain in full force and effect.
  7. ENTIRE AGREEMENT: These Terms and Conditions, the Karie™ Manufacturer’s Warranty, the Karie™ Purchase Agreement and the App License 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 these Terms, the Karie™ Manufacturer’s Warranty, the Karie™ Purchase Agreement or the App License shall be valid unless in writing and signed by both of the parties thereto.

 

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