Terms of Service

Last Updated March 14, 2025

IMPORTANT – PLEASE READ CAREFULLY

Welcome to the Curv Health application (the “Platform”), owned and operated by Curv Labs Inc. (the “Company”). The Company provides you (the “User”) with access to the Platform and other various services (collectively, the “Platform Services”) offered by Curv or approved third-party wellness service coaches and service providers (“Wellness Coaches”) and to facilitate your access to wellness services offered by such Wellness Coaches (the “Wellness Coaching Services”). These terms of service (the “Agreement”) are a legal agreement between you and Company.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY CLICKING “AGREE” OR OTHERWISE USING THE PLATFORM OR SERVICES, YOU AGREE WITH COMPANY TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PLATFORM. YOU ARE NOT AUTHORIZED TO USE THIS PLATFORM UNLESS YOU ARE AT LEAST 18 YEARS OF AGE AND ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS.

USER ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM, THE PLATFORM SERVICES OR ANY WELLNESS COACHING SERVICES DO NOT CONSTITUTE PROFESSIONAL, CLINICAL, MEDICAL OR HEALTHCARE ADVICE, SERVICES OR DIAGNOSES, AND THE COMPANY IS NOT, AND SHALL NOT BE CONSIDERED, A MEDICAL OR HEALTHCARE PROFESSIONAL OR A HEALTHCARE PRACTITIONER OR PROVIDER. USE OF THE PLATFORM OR THE PLATFORM SERVICES IS NOT A REPLACEMENT OR TAKES PLACE OF SERVICES PROVIDED BY YOUR PRIMARY HEALTHCARE PROVIDER. PLEASE CONTACT YOUR PRIMARY HEALTHCARE PROVIDER OR ATTEND TO THE NEAREST HOSPITAL OR MEDICAL CLINIC TO YOU IF YOU ARE SEEKING MEDICAL ADVICE OR ARE HAVE AN EMERGENCY.

These terms of service are effective on the earlier of the date (a) you click to agree to this Agreement , or (b) you first sign up for an account, use the Platform or the Platform Services. You acknowledge the Company Privacy Policy (the “Privacy Policy”) located at https://www.curvhealth.com/privacy-policy, as revised from time to time, and you consent and agree to the Company’s collection, use and disclosure of personal information as described in the Privacy Statement.

SERVICES AND ACCOUNT REGISTRATION
1. Initial Disclaimer. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS AGREEMENT, OR ON THE PLATFORM, NOTHING ON OR IN THE PLATFORM CONSTITUTE ANY MEDICAL, HEALTHCARE OR PROFESSIONAL ADVICE PROVIDED BY COMPANY TO USER. THE PLATFORM IS NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES. IF USER HAS A MEDICAL EMERGENCY, IT IS USER’S SOLE RESPONSIBILITY TO SEEK MEDICAL TREATMENT, INCLUDING BY DIALING 9-1-1 OR ATTENDING TO A HOSPITAL OR URGENT CARE CENTRE. USE OF THE PLATFORM OR THE PLATFORM SERVICES IS NOT A REPLACEMENT OR TAKE PLACE OF APPOINTMENTS WITH USER’S PRIMARY HEALTHCARE PROVIDER. IF USER DOES NOT HAVE A PRIMARY HEALTHCARE PROVIDER, COMPANY ENCOURAGES THAT USER FIND ONE.
2. User Account. Access to the Platform is granted by way of a unique user account created by registering on the Platform (the “User Account”). Users agree to (i) provide true, accurate and current information as prompted by the registration form and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times. User agrees not to allow others to utilize its User Account. Company reserves the right to reject, or require that User change, a User Account and refuse any and all current or future use of the Platform (or any portion thereof) without notice if User is found to have misrepresented any information submitted in connection with the User Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current.
3. Login Credentials. Each User Account requires a name, email address, as well as other security and authentication information (the “Login Credentials”). User is responsible for maintaining the confidentiality of User’s Login Credentials and for all activities that occur under User’s Login Credentials. User agrees not to (i) disclose User’s Login Credentials to anyone; (ii) use anyone else’s Login Credentials other than User’s own; or (iii) attempt to gain control of anyone else’s Login Credentials. User agrees to (A) promptly notify Company if User’s Login Credentials are compromised in any way, including the unauthorized use of Login Credentials or any other breach of security related to a User Account; (B) immediately change User’s password if the Login Credentials are compromised in any way; and (C) ensure that User fully logs out from User’s User Account at the end of each session. User acknowledges and agrees that (1) Company will not have any liability to any User for any unauthorized use or transaction made using any Login Credentials and (2) Company will not be liable for any loss or damage arising from User’s failure to comply with this Section 1(b).
4. Platform Services. User may use the Platform and the Platform Services to engage with the Company or with Wellness Coaches, including to access Wellness Coaching Services made available to Users by such Wellness Coaches through the Platform, subject to the terms of this Agreement. For certainty, Platform Services expressly excludes the Wellness Coaching Services provided by Wellness Coaches. Company reserves the right to make changes to Platform and the Platform Services (including to impose limits on certain features or services) at any time in its sole discretion without notice. Although reasonable efforts are taken to keep any information on or linked through the Platform updated, Company cannot guarantee that the information on the Platform is correct or up-to-date.
5. Support. Company may use commercially reasonable efforts to provide support to User relating to the use of the Platform during Company regular business hours comprised of: (i) answering of general questions concerning the Platform and User’s use of the Platform; (ii) using commercially reasonable efforts to correct Platform problems and errors. Support is provided primarily through the use of web-based chat, email and/or telephone as made available by Company from time to time. Support does not include any changes or customizations to the Platform.
6. Wellness Coaching Services. The Platform serves as a venue for the User to communicate with Wellness Coaches and access Wellness Coaching Services made available by such Wellness Coaches, which Wellness Coaches may be independent contractors engaged by Company or other third parties using the Platform to provide Wellness Coaching Services. User expressly acknowledge and agree that where the Platform expressly states that certain Wellness Coaching Services are provided by an independent contractor or a third party, such Wellness Coaching Services are provided solely by the applicable Wellness Coach, and not Company, and Company does not endorse, warranty or guarantee the effectiveness of such Wellness Coaching Services provided by third-parties or any specific course of action, resources, tests, physician or other healthcare provider recommendations, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Platform or by any third-party Wellness Coach.
7. For Information Purposes Only. If Company or any Wellness Coach provides to User, on the Platform or otherwise, any recommendations that identify for User, based on User’s User Data (defined below in Section 4) and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with User’s primary healthcare provider. Company will have no responsibility or liability whatsoever relating to any personal injury User may suffer as a result of User’s access to or use of the Platform Services or the Wellness Coaching Services, including in connection with any exercises or acts User may engage in as instructed by way of the Platform Services or the Wellness Coaching Services. Reliance by User on any information provided by Company, Company’s employees, Wellness Coaches, or other persons appearing on the Platform at the invitation of Company is solely at User’s own risk. The views or opinions of any Wellness Coaches do not necessarily reflect the views of Company.
8. Beta Services. From time to time, Company may make certain functionality, features, software or services offered by Company on a limited basis which are designated as beta, pilot, trial, limited release, non-production or a similar description available to Users (“Beta Services”). User may choose to try such Beta Services or not in its sole discretion and at User’s sole risk. Beta Services are intended for evaluation purposes and not for production use, are not supported by Company. Beta Services are not considered "Platform Services" or “Wellness Coaching Services” under this Agreement. However, all restrictions, Company reservations of rights, and User obligations concerning the Platform and Platform Services, and use of any related Third Party Services, will apply equally to User’s use of Beta Services. Beta Services may be subject to additional terms beyond those set out in this Agreement, which shall be provided by Company from time to time upon User's use of any such Beta Services. Company may discontinue Beta Services at any time in its sole discretion and may never make them generally available for production use. Company will have no liability or indemnification obligations for any loss, harm, damage or claim arising out of or in connection with any Beta Services.
9. Content, Functionality and Access. Company may at any time, with or without notice, without liability, and for any reason (a) remove any Platform Content (as hereinafter defined) from the Platform, (b) remove any functionality from the Platform Services, (c) remove any Wellness Coach or Wellness Coaching Services from the Platform, (d) change any functionality on the Platform, (d) modify the Platform, or (e) deny any person access to the Platform, Platform Services or Wellness Coaching Services. Company furthermore reserves the right to take any action related to the Platform that is required to comply with applicable law.
ACCESS AND USE
1. Acceptable Use. Use of the Platform and the Platform Services is subject to this Agreement, all applicable laws and regulations, any acceptable use policies adopted by the Company and made available to User through the Platform, as well as applicable terms and requirements of any applicable Third Party (as defined below), and User is solely responsible to ensure that User’s use of the Platform and the Wellness Coaching Services provided through the Platform complies with this Agreement and all such laws, regulations, policies, and third party terms and requirements.
2. Limited License to Use the Platform. Subject to User’s compliance with this Agreement, Company grants to User a personal, limited, revocable, non-exclusive and non-transferable license to use and access the end use functionality of the Platform to: (i) access the Platform Services; (ii) communicate with Wellness Coaches and access Wellness Coaching Services, and (iii) otherwise access information, content, and other materials that are identified as being owned, provided by or otherwise is the content of Company and displayed or accessible through the Platform (“Platform Content”) solely for the purpose of the activities and purposes described in this Agreement or for any other purpose clearly stated on the Platform. All Platform Content is provided for informational purposes only, and User is solely responsible for verifying the accuracy, completeness and applicability of all Platform Content and User’s use and reliance upon any Platform Content. Any use of the Platform that is not for one of these purposes or otherwise in accordance with the Agreement is expressly prohibited. Company, in its sole discretion, may terminate or suspend User’s license to use some or all the Platform Services, Wellness Coaching Services or Platform Content at any time, for any reason or no reason, with or without notice to User, and without any liability to User or any other person. If Company terminates or suspends User’s license to use the some or all the Platform Services, Wellness Coaching Services or Platform Content, this Agreement will nevertheless continue to apply in respect of User’s use of the foregoing prior to such termination or suspension.
3. Unauthorized Use. Unauthorized uses of the Platform include, without limitation, those listed below. User shall not (and shall not allow any third party to):
  1. engage in commercial use of the Platform or any content on the Platform not provided by User, except for the purpose described in this Agreement;
  2. copy, reproduce, upload, republish, distribute, perform, post, display, offer for sale, license, modify, create derivative works, transmit or otherwise use any part of the content on the Platform in any form whatsoever other than User’s own personal use;
  3. remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or in or on any content or other material obtained via the Platform;
  4. use any robot, spider, scraper, another automatic device, manual process or other data gathering and extraction tools to monitor, copy, or keep a database copy of the content of the Platform, including any information about Users, or any portion of the Platform;
  5. use any device including, but not limited to, a frame, border environment or other framing technique to reproduce any portion of the Platform;
  6. use the Platform or post or transmit information that is in any way false, fraudulent, or misleading, including making any reservation or inquiry under false pretenses, or taking any action that may be considered phishing or that would give rise to criminal or civil liability;
  7. modify, translate into any language or computer language, or create derivative works from, any content or any part of the Platform;
  8. transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, destruct, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data;
  9. reverse engineer any part of the Platform (except to the extent that this restriction is prohibited by applicable law);
  10. sell, resell, offer for sale, license, sublicense, distribute, make available, rent or lease any portion of the Platform in any form to any third parties;
  11. post or transmit any unwanted communications to other person including, unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, discriminatory, vulgar, indecent, inflammatory, sexually explicit, pornographic, or profane material or “spam”;
  12. violate, plagiarize, or infringe the rights of Company or third parties including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy or any other intellectual or proprietary rights;
  13. use or access the Platform in any way that adversely affects or could adversely affect the performance or function of the Platform or any other system used by Company or the Platform; or
  14. probe, scan or test the vulnerability of the Platform or any network connected tot hem, or breach the security or authentication measures on them or any network connected tot hem.
4. Equipment not Included. User is responsible for providing all equipment necessary to use or access the Platform, establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection. User is solely responsible for any data charges and similar fees associated with User’s use of the Platform through its equipment or mobile device.
THIRD PARTIES
1. Third Party Communications. The Platform may allow User to communicate with third parties on or through the Platform, including Wellness Coaches and other third parties such as advertisers, insurance brokers, payment processing vendors and other service providers (each and collectively, a “Third Party”). Company is not responsible or liable under any circumstances for (i) the content of any communications sent to or from a Third Party to a User through the use of the Platform (“Third Party Communications”); (ii) any Third Party’s failure to communicate with User. User agrees that all issues or concerns, technical or otherwise, with Third Party Communications will be addressed by contacting the Third Party directly and not through Company. Accordingly, Company expressly disclaims responsibility and liability for all Third Party Communications, and User agrees that Company shall not be responsible for any loss or damage of any sort incurred because of any such Third Party Communications.
2. Third Party Services. In addition to Third Party Communications, the Platform may allow User to connect with a Third Party in order to sign up for, purchase services from or participate in promotions of a Third Party (“Third Party Service”). Company does not guarantee the continued availability of any Third Party Service, and Company may disable or discontinue access to a Third Party Service at any time at in Company’s sole discretion. User acknowledges and agree that the provision of any Third Party Service is provided solely by the applicable Third Party, and not Company, and may be subject to the terms and conditions of such Third Party (“Third Party Terms”). Company will have no liability, obligation, responsibility or duty for any such purchase or promotion between User and any such Third Party and is not a party to any Third Party Terms (if any). Use of any Third Party Service is solely at User’s risk.
3. Contractors. User acknowledges and agrees that Company may operate the Platform, provide Platform Services, and store content and data (including User Data and User Account information) using services, infrastructure and software provided by a Third Party (“Third Party Contractor”), which may be located in a jurisdiction outside of User’s jurisdiction. User agrees to comply with any policies and terms of a Third Party Contractor that are applicable to User and of which Company provides User with notice.
USER DATA, FEEDBACK AND NON-IDENTIFIABLE INFORMATION
1. User Data Defined. “User Data” means any content, data or materials uploaded by a User to the Platform, including personal information and personal health information (both as defined in the Privacy Policy), financial information, postings, messages, text, images, photos, files, identification, video, key word data and other information, documents or other materials.
2. Responsibility for User Data. All User Data is the sole responsibility of the User from whom such User Data originated. Company disclaims any and all liability relating to the User Data. User represents and warrants that they own the User Data or have the necessary licenses, rights, consents and permissions to grant the licenses set fort in this Section 4, and User shall only include in its User Data the personal information (including personal health information) of another individual if the User has the express permission of that individual to do so or if otherwise entitled to do so at law.
3. User Data Details. User represents and warrants that all User Data made available to and through the Platform: (i) are true, accurate and current; (ii) do not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, contractual, publicity or privacy right; and (iii) provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
4. Company License to User Data. User retains all pre-existing rights in the User Data. Each User grants Company (inclusive of any Third Party authorized by Company in connection with the operation of the Platform and performance of the Platform) a non-exclusive, transferable, irrevocable, fully paid up, royalty free and worldwide license to reproduce, copy, disseminate, display, publish, translate, adapt, modify, synchronize with other content and materials, process, store User Data and otherwise use such materials for the purpose of: (i) operating the Platform, performing the Platform Services; (ii) permitting Third Parties to perform the Third Party Services (including Wellness Coaches to perform the Wellness Coaching Services); and (iii) creating, developing, modifying, updating, and training any artificial intelligence, neural network and machine learning models, weighting systems, algorithms, decision trees, methods, methodologies, techniques, processes and procedures used by Company in the provision of the Platform or the Platform Services (the “Models”), provided that the Models, or use thereof, shall not identify User or include any User Data in identifiable form.
5. Company License to Create Anonymized Data. User further grants Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, create derivative works of and otherwise use User Data to create de-identified, anonymized or aggregated data sets that no longer contains any information that identifies a User or any other identifiable Individual (“Anonymized Data”). As between Company and a User, all right, title, and interest in Anonymized Data, and all intellectual property rights therein, belong to and are retained solely by Company. User agrees that Company may make Anonymized Data publicly available or otherwise use Anonymized Data to the extent and in the manner permitted under applicable laws, including to develop, optimize or promote Company’s products or services, provided that such Anonymized Data does not identify a User or include any personal identifiable information that can be re-identified back to a User or any other identifiable individual.
6. Wellness Coaches’ Use of User Data. For certainty, the license granted by User to Company to User Data in Section 4(d) permits Company to provide User Data to Wellness Coaches, and to facilitate the communication of User Data by User to Wellness Coaches, in connection with User’s use of the Platform or the Wellness Coaching Services. User expressly acknowledges and agrees that: (i) User solely responsible for any User Data provided to Wellness Coaches; (ii) Company has no control over Wellness Coaches’ use of any User Data; and (iii) Company will not have no liability or responsibility to User for any unauthorized use or disclosure of User Data by any Wellness Coach.
7. Right to Request Additional Information. Company has the right, but no obligation, to request additional information from User as Company may deem necessary to verify User’s compliance with this Agreement.
8. Right to Remove or Refuse Data. Company reserves the right to remove any User Data that violates the terms of the Agreement or for any other reason that Company determine, in its sole discretion, presents a legal or security risk to Company, other Users or other persons. Company will not be liable for any damages arising from, and will not provide any refund of payments made under this Agreement in connection with, Company’s removal of any or Company’s refusal to post any User Data. Notwithstanding the foregoing, Company has no obligation, nor any responsibility to any party to monitor the Platform, and does not and cannot undertake to review material that a User or any other third party or other users submit, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company will have no liability for any action or inaction regarding transmissions, communications, or content provided by a User, subject to applicable laws.
9. Feedback. User grants to Company and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into the Platform, Platform Services, Platform Content, and any other Company products and services any ideas, descriptions, suggestion, enhancement request, recommendation, correction or feedback in the form of message, text, images, graphics, photos, audio, video and any other content provided by User.
10. Non-identifiable information. Any non-identifiable information gathered by Company through User’s use of the Platform may be used by Company for its own marketing, promotional and product development and optimization purposes, machine learning and artificial intelligence models, algorithms, and weightings, and more specifically may be stored in a database and used by Company to identify, customize and personalize user access, user experience within the Platform. Such information may be shared with Company’s affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes. For greater certainty, such information shall not identify any User in any way whatsoever and shall be completely de-identified information.
FEES AND PAYMENT
1. Fees. As consideration for the use and access to the Platform and for the Wellness Coaching Services provided through the Platform, User shall pay to Company the applicable subscription fees selected by User at the time of registration. Except as otherwise specified herein, fees are based on User subscriptions purchased and not actual usage, payment obligations are non-cancelable and fees paid are non-refundable. Company reserves the right to adjust the price of any subscription fees upon providing notice to you.
2. Payment. User will provide Company’s third-party payment processor with valid and up-to-date credit card information or alternative document reasonably acceptable to Company. If User provides credit card information, User authorizes Company to charge such credit card for all fees relating to use of the Platform. Such charges shall be made in advance monthly or in accordance with any different billing frequency stated with User’s subscription. User is responsible for providing complete and accurate billing and contact information to Company and notifying Company immediately of any changes to such information, including providing updated valid credit card information 30 days prior to the expiry of any credit card information previously provided to Company by User. Company is not responsible for any errors by the payment processor and Users will resolve any disputes for amounts charged directly with the payment processor. In connection with Users’ use of the Platform and receipt of Wellness Coaching Services, Company may obtain certain transaction details, which Company will use solely in accordance with the terms of this Agreement and the Privacy Policy.
3. Additional Fees. Company reserve the right, in Company’s sole discretion, to charge User additional fees for Platform Services or Wellness Coaching Services at any time. Company will obtain User’s approval prior to charging User such additional fees.
CHANGES TO AGREEMENT

Company reserves the right, in its sole discretion, to amend this Agreement, in whole or in part, at any time. The most current version of this Agreement will always be posted on the Platform and prior versions remain available for review on request. If the terms of this Agreement are revised, Users will be required to agree to the updated Agreement the next time the User logs in to the Platform. If User does not agree to the revised Agreement, User will not be permitted to continue accessing the Platform. This Agreement cannot otherwise be amended or modified. User agrees to review this Agreement regularly to determine its rights and responsibilities. IF ANY CHANGE IS NOT ACCEPTABLE TO USER, USER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE PLATFORM.

INDEMNITY

User agrees to defend (at its sole cost and expense), indemnify and hold harmless Company, its affiliates and their respective shareholders, and Company and its affiliates’ respective successors, assigns, consultants, agents, contractors, and all of the foregoing persons’ officers, directors, employees and independent contractors (each a “Company Party” and together, the “Company Parties”) from and against any claims, liabilities, losses, costs, damages or expenses including reasonable legal fees and costs, directly or indirectly, arising out of or in any way relating to: (i) User’s access to or use of the Platform Services or the Wellness Coaching Services; (ii) claims asserted against Company Parties by another User or Third Party arising as a consequence of User’s act, omission or conduct in relation to the use of the Platform Services, Wellness Coaching Services, or any Third Party Services; (iii) User Data, including any claim by a Third Party that the display or other use of User Data infringes the rights of a third party; (iv) claims, actions or proceedings asserted against a Company Party (including by a governmental or regulatory authority) due to or arising as a consequence of User’s breach of this Agreement or applicable law. Company shall have the right, in its sole discretion, to participate in the defense of any Third Party claim. User will not, without the prior written approval of Company, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against User, if such settlement or resolution results in any obligation or liability for or admission of wrongdoing by Company.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES AND CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL WELLNESS COACHING SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, “AS AVAILABLE” AND AT THE USER’S SOLE RISK, AND MAY CONTAIN ERRORS, OMISSIONS OR OTHER INACCURACIES.

COMPANY MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE PLATFORM, PLATFORM SERVICES, PLATFORM CONTENT AND WELLNESS COACHING SERVICES PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM: (I) ARE FIT FOR A PARTICULAR PURPOSE; (II) DO NOT INFRINGE THIRD PARTY RIGHTS; (III) ARE ACCURATE OR ERROR FREE OR WILL MEET THE NEEDS OR REQUIREMENTS OF USER OR ANY OTHER INDIVIDUAL; OR (IV) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.

NO ADVICE OR INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR FROM ACCESS TO OR USE OF THE PLATFORM OR PLATFORM SERVICES, WELLNESS COACHING SERVICES OR USER DATA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

USER’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, PLATFORM SERVICES, WELLNESS COACHING SERVICES OR PLATFORM CONTENT IS TO STOP USING THEM.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AGGRAVATED, COMPENSATORY OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR FOR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE, SAVINGS, GOODWILL, REPUTATION, OR PROFITS, OR FOR LOSS OF OR DAMAGE TO DATA INDIRECTLY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY SERVICES OR CONTENTS PROVIDED OR MADE AVAILABLE TO USER THROUGH THE PLATFORM (INCLUDING ALL WELLNESS COACHING SERVICES), WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO COMPANY.

IN NO EVENT SHALL COMPANY AND THE OTHER COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, THE PLATFORM, PLATFORM CONTENT AND ANY SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (I) ANY FEES PAID BY THE USER TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (II) FIVE HUNDRED DOLLARS (CDN$500.00).

USER ACKNOWLEDGES AND AGREES THAT, UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN USER AND COMPANY, COMPANY IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY WELLNESS COACH, AND USER WILL BE SOLELY RESPONSIBLE TO DIRECTLY RESOLVE DISPUTES WITH, AND PURSUE REMEDIES AGAINST, WELLNESS COACHES IN RESPECT OF ANY SUCH ACTS OR OMISSIONS (INCLUDING ANY WELLNESS COACHING SERVICES OR ANY WELLNESS COACH’S FAILURE TO PROVIDE ADEQUATE WELLNESS COACHING SERVICES).

Each User hereby waives any recourse to, or against Company and other Company Parties, and hereby forever releases and discharges all Company Parties of and from any and all claims, demands, damages, liabilities, losses, costs and expenses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, which User ever had, may now have, or may hereafter have against the Company Parties, arising out of or in any way connected with: (i) any User Data; (ii) any Third Party Service or Wellness Coaching Service; and (iii) any agreements, disputes or other matters or any kind or nature arising between Users and Third Parties.

No action arising out of this Agreement may be brought by User more than one (1) year after the date on which the cause of action has accrued.

In some circumstances, applicable law may not allow for limitations on certain implied warranties (including those set out in Section 8 of this Agreement), or exclusions or limitations on certain damages (including those set out in this Section 9 of this Agreement). Solely to the extent that such laws applies to a User, some or all of the above disclaimers, exclusions or limitations of liability may not apply to said User.

COMPANY INTELLECTUAL PROPERTY
1. Platform. The Platform Services and Platform Content, inclusive of all underlying or incorporated technology, software and other intellectual property, are the sole and exclusive property of Company and its licensors. Other than the limited rights to use the Platform granted to User, Company reserves all rights in and to the Platform and no implied rights or licenses are granted.
2. Company Marks. The Curv Health and Curv Labs name, logo and other trademarks, trade names, or service marks related to the Platform displayed on the Platform are the trade-marks of Curv Health (“Curv Health Marks”). User is not authorized to use or display the Curv Health Marks, without the express prior permission of Curv Health. Ownership of all Curv Health Marks and the goodwill associated therewith remains with Curv Health. All other trademarks are the property of their respective owners.
3. Open Source. The Platform may contain or be provided together with free or open-source software. Notwithstanding any sections contrary to the foregoing, each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.
PRIVACY

Where personal information is collected in connection with User’s registration and use of the Platform Services and Wellness Coaching Services, the collection, use and disclosure of personal information shall be in accordance with Company’s privacy policy available at https://www.curvhealth.com/privacy-policy (the “Privacy Policy”). User is responsible for its compliance with all applicable privacy laws and covenants that all personal information, including any personal health information, provided to Company or uploaded to the Platform is provided in compliance with all applicable laws.

SECURITY

Company has implemented security policies and practices that are designed to protect the security and integrity of the Platform and data, content and messages submitted to the Platform or Company by Users. User is solely responsible for implementing security safeguards to protect it when accessing and using the Platform, including to take precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature. User acknowledges that data transmission over the Internet or other communication systems utilized cannot be guaranteed to be completely secure and there is always some risk that an unauthorized third party could thwart security measures, including by intercepting transmissions. Company does not guarantee the security of communications and data provided or transmitted through or stored within the Platform.

TERMINATION AND SUSPENSION
1. Cause. Company may immediately terminate this Agreement or, without limiting its other rights and remedies suspend, User’s access to the Platform without notice if User fails to comply with any provision of this Agreement. In the event that Company terminates or suspends User’s access to the Platform or this Agreement under this Section, User understands and agrees that User will not receive a refund of, or credit for, any fees paid.
2. Other Termination. Company reserves the right to suspend or terminate User’s access to the Platform or any Wellness Coaching Service with or without notice, to User for any reason whatsoever. In the event that Company terminates or suspends the User’s access to the Platform or this Agreement under this Subsection (b), User will receive a pro-rata refund of any prepaid fees paid to Company for Wellness Coaching Services that have not been provided. Company shall not be liable to User or to any Third Party for any suspension or discontinuance of the Platform, including on account of any expenditures or investments or other commitments made, or actions taken in reliance on the expected continuation of the Platform.
3. Termination by Users. User may cease to use the Platform at any time subject to the terms of this Agreement concerning the payment of fees.
4. Effects of Termination. In the event of a termination of the Agreement:
  1. Company shall cease performing the Platform Services and User’s access to the Platform and licenses to Platform Content shall terminate;
  2. User will remain obligated to make any payments due hereunder which remain unpaid; and
  3. Company may provide the User with thirty (30) days to retrieve any User Data it has placed on the Platform; User may be archived by Company and archived data can be deleted on request of User to Company.

MOBILE APPLICATION STORE TERMS OF SERVICES
1. Apple App Store. The following applies to any Platform User obtains from the Apple App Store (an “Apple Company App”): User acknowledges and agrees that this Agreement are solely between User and Company, and not with Apple, Inc. (“Apple”) and Company, not Apple, is solely responsible for the Apple Company App and the content thereof. User may only use the Apple Company App on Apple branded products that User owns or controls. User must comply with the App Store Terms of Service. In the event of any inconsistency between a term of this Agreement and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Company App. In the event of any failure of the Apple Company App to conform to any applicable warranty, User may notify Apple, and Apple will refund the purchase price for the Apple Company App (if any) to User. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Company App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Company as the supplier of the Apple Company App. User acknowledges that Apple is not responsible for addressing any claims of User or any third party relating to the Apple Company App or User’s possession and/or use of the Apple Company App, including, but not limited to (a) product liability claims, (b) any claim that the Apple Company App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to Company as supplier of the Apple Company App. User acknowledges that, in the event of any third-party claim that the Apple Company App or User’s possession and use of the Apple Company App infringes that third party’s intellectual property rights, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by this Agreement. If User has any questions, complaints or claims with respect to the Apple Company App, User may direct them to Company by email at support@curv.ai. User agrees to comply with all applicable third-party terms of agreement when using the Apple Company App, including User’s wireless data service agreement. User and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon User’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and User will be deemed to have accepted the right) to enforce this Agreement against User as a third-party beneficiary thereof.
2. Google Play Store. The following applies to any Platform application User obtains through the Google Play Store (a “Company Google App”): User acknowledges and agrees that this Agreement is solely between User and Company, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). User must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of this Agreement and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where User obtained the Company Google App. Company, and not Google, is solely responsible for the Company Google App. Google has no obligation or liability to User with respect to the Company Google App or this Agreement. User acknowledges and agrees that Google is a third-party beneficiary of this Agreement.
GENERAL
1. Export Controls. This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Platform Services or the Platform Content, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. User shall not export the Platform Services or the Platform Content, or any information about any of them without the prior written consent of Company and compliance with such laws, regulations, orders and other restrictions. User represents and warrants that (a) User is not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) User is not listed on any U.S. or Canadian government list of prohibited or restricted parties.
2. Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform, the Platform Services or the Platform Content; (b) the Wellness Coaching Services; or (c) this Agreement, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. A User will not seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.
3. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario without regard to any conflict of law principles which would cause the application of any other law. User hereby submits to the exclusive jurisdiction of the Ontario courts for any dispute arising out of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
4. Entire Agreement. The Agreement constitutes the entire and exclusive understanding and agreement between User and Company with respect to its subject matter and supersedes any and all prior or contemporaneous marketing materials, agreements or understandings, written and oral, between User and Company relating to the subject matter of the Agreement.
5. Relationship. This Agreement is not to be construed as creating any partnership, agency (except as expressly provided) relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other. The parties are independent contractors.
6. Assignment. User may not assign or transfer this Agreement or any of its rights hereunder, or delegate any of its duties hereunder, in whole or in part, without the prior written consent of Company. Any attempted assignment or delegation in violation of this Section will be null and void and of no force or effect. Company may assign this Agreement freely at any time without notice.
7. Waiver. Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
8. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.
9. Injunction. User acknowledges that any breach, threatened or actual, of this Agreement may cause irreparable harm to Company, such harm would not be quantifiable in monetary damages, and Company would not have an adequate remedy at law. User agrees that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of User’s obligations under any provision of this Agreement, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. User hereby waives any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this Agreement.
10. Notices. All notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of Platform, and if to User to the address set out on its profile included in the User Account. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received unless the sender receives a notice of delivery failure in which case another permitted method of notice will be used.
11. English Language. It is the express wish of the parties that this Agreement be drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s'y rattachant soient rédigés en anglais.) Company may at its discretion, make available translations of this Agreement, but the English version will prevail.
12. Force Majeure. Company shall not be liable for any failures or delay in the performance of its obligations hereunder caused by an event beyond its reasonable control, including acts of God, User acts or omissions, Third Party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or outages, pandemics, epidemics, flood, earthquakes, riot, or war.
13. Interpretation. In this Agreement: (i) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (ii) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (iii) unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders; (iv) if any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action will be made or taken on the next business day; (v) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time; (vi) all Company stated rights and remedies are not exclusive and are in addition to any other available rights and remedies.