Last updated: June 16, 2022
This Agreement contains legal obligations between you andBlue Charm Adherence Inc. ("Blue Charm", “us” or “we”) with respect to your use of the Services described below.
IN EXCHANGE FOR BLUE CHARM PROVIDING TO YOU THE SERVICE, AS THAT TERM IS DEFINED BELOW, YOU EXPRESSLY CONSENT TO THE COLLECTION, USE, RETENTION, AND DISCLOSURE OF YOUR PERSONAL INFORMATION FOR THE PURPOSES DESCRIBED IN THIS AGREEMENT. YOU ALSO AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT WITH RESPECT TO YOUR USE OF THE SERVICE. YOUR CONTINUED ACCESS TO AND USE OF THE SERVICE CONSTITUTES YOUR CONTINUED ACCEPTANCE OF, AND AGREEMENT TO BE LEGALLY BOUND BY, THIS AGREEMENT, AS IT MAYBE REVISED FROM TIME TO TIME. YOU ACKNOWLEDGE THAT THE CHANGES MADE FROM TIMETO TIME WILL BE BINDING ON YOU. ANY REVISIONS TO THE FORM OF AGREEMENT WILL BE POSTED ON OUR WEBSITE https://www.bluecharm.io/policies. YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF AGREEMENT POSTED ON THAT SITE. IF YOU DONOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT,YOU ARE PROHIBITED FROM LOGGING IN AND RECEIVING OR USING THE SERVICE.
1. Description of the Service
In this Agreement, the "Service" means the provision of interactive self-help platforms that assist in managing health and medication adherence and the possible accumulation of credits which may be used to offset the cost of the health-related services associated with the funding program for which you enrolled (the "credits"). After enrolling for the Service, if you are eligible for a funding program, you will accumulate credits in your account as you complete certain online educational activities associated with your prescription drug and medical condition. Unless they are used in connection with eligible health-related services, credits have no cash value except when used in connection with reimbursement for health-related expenses. Blue Charm reserves the right to terminate your account and credits if you fail to use theService or any part of it for 1 year or more. Blue Charm owns the Service, and may add, remove, or change any part of the Service or discontinue it in its entirety without giving you any notice.
2. The Service
When you enrol for the Service, you will be required to register via mobile phone number and will be issued a unique 4-digit access code. You must use your mobile phone number and 4-digit code to access the Service. You are responsible for and authorize Blue Charm to accept any changes made to your account when it is accessed with your mobile phone number. Blue Charm is not liable to you for any transaction made to or from your accounts by any other party using your mobile phone number.
3. Representations and Warranties
You represent to Blue Charm that you are older than the age of majority in your place of residence. If you are accepting these terms on behalf of another person, you commit to Blue Charm that you have the legal right to give consent on behalf of that person and to provide personal information about that person.
4. Prohibited Use
You will not (i) provide untrue, inaccurate or incomplete information about yourself; (ii) enter untrue, inaccurate or incomplete information in your user profile including but not limited to health and prescription information; (iii) access or use the Service for an illegal, fraudulent, malicious or defamatory purpose; or (iv) take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Service(including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person). You agree that you will not violate any applicable local, provincial, national or international law when using the Service. You agree not to impersonate another person when using the Service. You will not impersonate another person when sending e-mail to an address listed on the website.
5. Proprietary Rights
All materials on the Website and Application, including, without limitation, text, data, information, images, illustrations, audio clips, videoclips, and surveys are protected by intellectual property rights owned and controlled by or licensed to either Blue Charm or its affiliates and subsidiaries. You may not copy, download, reproduce, republish, upload, post, transmit or distribute in any way any material from the Service without the prior written consent ofBlue Charm or except as specifically permitted by the Service. Modification of material or use of material for any purpose other than for participation in theService is a violation of copyright and other intellectual property rights. The trademarks, logos and service marks that you see on the Website and Application are registered and unregistered marks of Blue Charm or its affiliates and subsidiaries or are licensed to them. Nothing on the Website or Application grants any license or right to use any marks displayed on this site or application without the advance written permission of the owner of the mark.
Blue Charm may terminate your right to use the Service immediately, without notice to you, if, in Blue Charm's judgment, you fail to comply with any of the terms and conditions of use in this Agreement. In the event of termination, you are no longer authorized to access the benefits of the Service but the restrictions imposed on you with respect to material copied or downloaded and the disclaimers and limitations of liabilities set forth in this Agreement, shall survive the termination of this Agreement.
7. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable therein.Any controversy or claim arising out of or relating to this Agreement or any breach thereof shall be settled by arbitration in accordance with theCommercial Arbitration Act of Nova Scotia, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable lawyer’s fees. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable. Arbitration is only available on an individual basis. No class arbitrations of parties is allowed. By agreeing to these terms and conditions, you are waiving your right to trial by jury or to participate in a class action or representative proceeding. We are also waiving this right. The parties agree that the UnitedNations Convention on Contracts for the International Sale of Goods does not apply and its application is expressly excluded.
9. Liability Limit
YOU AGREE THAT NEITHER BLUE CHARM NOR ITS SUBSIDIARIES, OFFICERS,DIRECTORS, EMPLOYEES OR SUPPLIERS ARE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, REGARDLESS OF WHETHER BLUE CHARM WAS NEGLIGENT. YOU AGREE THAT BLUE CHARM IS NOT LIABLE FOR ANY DEFAMATORY,OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SERVICE, OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
You agree to indemnify and hold Blue Charm and (as applicable) its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees (on a solicitor/client basis), made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
11. Limited Warranty
BLUE CHARM DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE ERROR FREE, VIRUS FREE OR SECURE. OTHER THAN THE SPECIFIC WARRANTIES PROVIDED ABOVE, THE SERVICE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BLUE CHARM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE CONTINUOUS OR ERROR FREE, VIRUS FREE OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BLUE CHARM, ITS REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OFTHIS LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS,AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12. Limited Liability
YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, BLUE CHARM AND ITS RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE SOFTWARE HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSSOF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO REALIZE EXPECTED SAVINGS, AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING INCONSEQUENCE OF BLUE CHARM'S PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH, IRRESPECTIVE OF WHETHER BLUE CHARM HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. BLUE CHARM'S TOTAL LIABILITY INCLUDING, BUTNOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BLUE CHARM.
13. Allocation of Risk
YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK AMONG THE PARTIES AND THE PRICE OF THE SOFTWARE.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BLUE CHARM FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH IN SECTION 7, AND THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE, NEGLIGENCE, OR OTHERWISE OF BLUE CHARM, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.
This constitutes the entire agreement between you and Blue Charm with respect to your use of the Service. No waiver or modification of any of the terms of this License shall be valid unless made in writing and signed by Blue Charm.Should any provision of this License be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this License and the rest of this License shall remain in full force and effect, and be binding upon you and Blue Charm as though the said provision or provision shad never been included. This section and sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the termination of this License for any reason. Should you have any questions concerning this License you may contact Blue Charm by writing to:
17. Electronic Communications
We will send you electronic communications only in order to successfully provide the Service to you. You agree that all agreements, notices, disclosures, and other communications that Blue Charm provides to you electronically satisfy any legal requirement that such communications be in writing. You can also contact Blue Charm customer service via email to request a change in your communication preferences at email@example.com orby mail to:
Blue Charm Adherence Inc.
Unit 100, 1505 Barrington Street
Halifax, Nova Scotia
18. No Agency
You and Blue Charm are independent contractors, and no agency,partnership, joint venture, employee-employer or franchisor-franchiseerelationship is intended or created by this Agreement.
19. Changes to the Agreement
Other than as required by law, Blue Charm can change this Agreement bygiving you notice of the change via email, or on the website noted above. BlueCharm can give the notice either before or after the change takes effect. IfBlue Charm gives you notice before or after the change takes effect, and if youuse the Service after the date of the change, you agree and consent to thechange.
20. Entire Agreement
This Agreement, the regulatory statement on our website and the PrivacyPolicy constitute the entire agreement between you and Blue Charm related tothe Service.
Last updated: June 16, 2022
Blue Charm Adherence Inc. (“Blue Charm”, “We”, “Our”) is a healthcare organization focused on solutions for medication non-adherence and affordability. We strive to engage, educate, and motivate users by appealing to their individual needs and interests. Our mobile App compliments a user’s existing treatment by assisting in medication management and health literacy. We use trusted third-party sources to provide users with treatment and disease-related information that is relevant, up-to-date, and easy to read.
· “You” means the individual accessing or using the Service, or Blue Charm.
· “We”, “Blue Charm”, "Us" or "Our" refers toBlue Charm Adherence Inc.
· “Partner” means any company with which We share a contractual business relationship.
· “Account” means a unique account created for You to access ourService or parts of our Service.
· “App” refers to the Blue Charm mobile application and user platform used to deliver the Service.
· “Service” means the provision of interactive self-help platforms that assist in managing health and medication adherence, and the accumulation of credits which may be used to offset the cost of the the health-related services associated with the funding program for which you enrolled.
· “Service Providers” means any natural or legal person who processes the data, or facilitates the provision of the Service, or assistsBlue Charm in analyzing how the Service is used.
· “personal information” is any information that relates to an identified or identifiable individual, and it is sometimes referred to in thisPolicy as “Information”.
· "Device” means any device that is used to access theService such as a computer, a cellphone or a digital tablet.
· “Usage Data” refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself(for example, the duration of a page visit).
· “User” refers to the individual person, registered with BlueCharm, who uses the App.
What personal information may be collected?
Personal information is any information that identifies You or by which Your identity may be deduced. The personal information We collect some or all of the following, depending which of parts of the Service You use:
· Mailing address
· Date of birth
· Email address
· Telephone number
· Prescription drug(s) used
· Medical history
· Your IP address or other Device identifier (a distinctive series of numbers and/or letters associated with a smartphone or tablet)
· Your Device functionality information (including but not limited to network information, operating system, browser software, hardware)
· Your Device location and time of day
· Your use of our App including the areas within the App that You visit and Your activities there, including remembering You, Your preferences and pages You requested and/or viewed.
· Your Banking Information for the purpose of claims reimbursement, only upon request, subject to Your manual input.
How We use Your information
We use Your information to manage Your use of the Service, to monitor and improve our Service, and to develop new services. We may also use Your information to conduct research and to develop statistics about our Service, the healthcare sector, funding programs and user experience. While We may disclose or sell this research and statistics to third parties, it will be anonymized so that any information by which an individual user might be identified is completely removed.
Our Service includes funding programs which may allow customized financial support for each user. Enrolment in a funding program requires additional user information and consent. The information which must be collected as part of the funding program varies by program.
If You register with a Blue Charm funding program, You will be required to accept that program’s Terms and Conditions. These programs may involve communications with You via phone, SMS text, email or by other means. Any personal information or personal health information provided for the program will be stored on secure platforms and will be used to support the program services.In certain circumstances, the Service Providers that assist Us in deliveringService may require access to of personal information or personal health information. We take steps, aligned with industry best practices, to ensure the security of Your information; however, it is impossible to guarantee the security of that information. By using our Service, You agree to the inherent risks associated with file transmissions.
In addition, We may use Personal Information for the following purposes:
· To manage Your Account: to manage Your registration as a user of the Service. The Personal information You provide can give You access to different functionalities of the Service. In some cases, such as for customer support and quality assurance, we may need to use your Personal Information to make adjustments and/or updates to Your Account.
· To contact You, regarding updates or informative communications related to the functionalities, product or services, including the security updates, when necessary or reasonable for their implementation.
· To provide You with alerts, updates and general information about other offerings, services, and subscriptions for which You have previously registered or enquired about unless You have opted not to receive such information.
· To attend to and manage Your requests to Us.
Third Party Links
How We share Your information
Blue Charm uses Service Providers to perform some of our Service. We may need to share Your information with those Service Providers or have them collect that information from You. For example, We may use Service Providers to host our website, to facilitate claims reimbursement, for the maintenance of our mobile application, to host our customer support systems, or for data storage. Our contracts with Our Service Providers prohibit them from using your information for any purpose other than performing services for Blue Charm, andWe require our Service Providers take precautions no less onerous than Ours to keep Your information safe and secure.
Personal Information may also be shared when required or permitted by law. If, for example, you report to us issues you are having with a pharmaceutical drug such as side effects or difficulty administering the drug, we must report that information as required by law or contract.
As mentioned above, Your personal information will also be used to help develop research and statistics which We may share with third parties; however, no information that identifies a user is included in this anonymized data.
Finally, we may share or transfer Your information in connection with, or during negotiations of, any merger, sale of Our assets, financing, or acquisition of all or a portion of our business or the shares in our business to another company.
Security of Information
We use industry recognized security safeguards to protect all personal information provided to us from loss, misuse, and unauthorized alteration. We protect all information stored on our servers from unauthorized access by using commercially available computer security products such as firewalls, as well as carefully developed security procedures and practices. Your personal information is encrypted both in transit and at rest, securely stored on Canadian servers.While We take reasonable and prudent measures to protect our computer systems, and all personal information that We have collected, from unauthorized use, access, disclosure, misuse, alteration or destruction, no security measures can provide absolute protection. As a result, We are unable to guarantee the absolute security of Your personal information, and We are not responsible for unauthorized use, access, disclosure, misuse, alteration or destruction of Your personal information. We rely on industry leading partners and professionals to support our programs, and We enter into detailed agreements with each of them.The agreements oblige those professionals to protect Your personal information at least as well as Blue Charm does.
In certain circumstances, the third parties which assist Blue Charm in delivering our services may require delivery of personal information or personal health information by email. As described above, We take steps, aligned with industry best practices, to ensure the security of Your information; however, it is impossible to guarantee the security of that information. By using our Service, You agree to the inherent risks associated with email transmissions.
Accessing and Updating Personal Information
You have the right to request and review any of the information We may currently have about You. You may update Your personal information that has been provided to us or ask that We delete it. We will take reasonable steps to make sure that any updates and instructions that You provide are processed in a timely and complete manner.
Retention of Your Personal Information
We retain personal information for the longer of the period required by applicable legal requirements or by contractual commitments, or for seven years from the date the information was last used.
Contacting Blue Charm
If You have any questions or concerns about Our privacy practices or about the personal information which You have provided to us, please contact ourPrivacy Officer by email at firstname.lastname@example.org or write to:
Attn: Privacy Officer
Blue Charm Adherence Inc.
600 – 99 Wyse Road
Dartmouth, NS Canada
We will respond to Your inquiry in a timely and complete manner.