Last updated: June 16, 2022
This Agreement contains legal obligations between you and Blue 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. These credits may be considered taxable income and subject to federal income tax regulations. 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 firstname.lastname@example.org 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-franchisee relationship is intended or created by this Agreement.
19. Changes to the Agreement
Other than as required by law, Blue Charm can change this Agreement by giving 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 you use the Service after the date of the change, you agree and consent to the change.
20. Entire Agreement
This Agreement, the regulatory statement on our website and the PrivacyPolicy constitute the entire agreement between you and Blue Charm related to the Service.