We are pleased to be able to provide our technology Platform to supplement and improve Your communications and follow-ups with Your Provider that have entered into an Agreement with WelTel (“Providers”) and WelTel hereby grants You the right to access the Platform solely for these purposes. THE WELTEL PLATFORM IS AN SMS TEXT BASED MESSAGING PLATFORM.SMS COMMUNICATIONS CAN BE DELAYED OR CAN FAIL AND THE WELTEL PLATFORM IS NOTINTENDED FOR EMERGENCY COMMUNICATIONS. IF YOU ARE DEALING WITH A MEDICALEMERGENCY DIAL 911 OR THE EQUIVALENT IN YOUR JURISDICTION. THIS PLATFORM IS INTENDEDTO SUPPLEMENT REGULAR MEDICAL CARE AND IS NOT INTENDED TO REPLACE IT. SMS IS NOT ASECURE METHOD OF COMMUNICATION AND IF YOU WISH TO CONVEY SENSITIVE INFORMATION TOYOUR HEALTHCARE/WELLNESS PROVIDERS, YOU SHOULD USE A SECURE METHOD TO DO SO.
WelTel is supplying the Platform to facilitate SMS communications and follow-ups between You and Your Providers. WelTel is independent from Providers and any information or advice they may provide to You. WelTel cannot and does not take any responsibility for the content of Your communications between You and Your Providers. WelTel is not responsible for providing, maintaining and/or paying for any equipment including a mobile phone, and/or telecommunications services that are necessary to use the Platform. WelTel does not guarantee the Platform will be available at all times but will use reasonable steps to provide notice to Your Provider of any downtime of the Platform required for regular maintenance. WelTel complies with the Digital Millennium Copyright Act (DMCA) and will remove or require the removal of content that infringes third party copyrights if properly notified in accordance with the instructions on our website at WelTel.com.
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You hereby agree to indemnify WelTel and its affiliates for any costs, loss or damage incurred by WelTel or its affiliates as a result of someone bringing a legal or regulatory action against WelTel or its affiliates to the extent that the action arises from Your breach of this Agreement.
Nothing in this Agreement transfers to WelTel any ownership right, title or interest in or to the content or other data that You transmit using the Platform, including without limitation any such information subject to privacy laws. Nothing in this Agreement transfers to You any ownership right, title or interest in or to the Platform, including without limitation to any software or content provided by WelTel therein or to the look and feel or branding of the Platform or to WelTel’s trademarks or urls.
You may terminate this Agreement and deactivate Your account at any time for any reason. If WelTel’s agreement with Your Provider terminates or expires, then this Agreement shall also terminate or expire as the case may be. WelTel may immediately terminate this Agreement for breach of any of the terms and conditions set out herein, or at any time upon delivering to Your Provider 90 days prior written notice of its decision to do so.
EXCEPT AS EXPRESSLY SET OUT HEREIN, NEITHER WELTEL OR ITS AFFILIATES MAKE ANY WARRANTIES, CONDITIONS, ENDORSEMENTS, REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, AVAILABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE.
YOU ACKNOWLEDGE AND AGREE THAT WELTEL USES THIRD-PARTY CLOUD SERVICES SUCH AS THOSE OF AMAZON WEB SERVICES, AZURE THE UNIVERSITY OF BRITISH COLUMBIA AND NATIONAL DATA CENTRES FOR PARTICULAR COUNTRIES, AND FURTHER ACKNOWLEDGE THAT WELTEL HAS LIMITED ABILITY TO CONTROL THE PERFORMANCE OF THESE CLOUD SERVICE PROVIDERS OR THE TERMS AND CONDITIONSON WHICH THE CLOUD SERVICES ARE PROVIDED. EXCEPT TO THE EXTENT CAUSED BY WELTEL, WELTEL IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE CLOUD SERVICE PROVIDER; PROVIDED, HOWEVER, IF ANY ACT OR OMISSION OF THE CLOUD SERVICE PROVIDER RESULTS IN MATERIAL HARM TO YOU, WELTEL AGREES TO EXERCISE ANY RIGHTS AVAILABLE TO WELTEL UNDER ITS AGREEMENT WITH THE CLOUD SERVICES PROVIDER TO REMEDY SUCH HARM FOR THE BENEFIT OF YOU AND WELTEL.
IN NO EVENT SHALL WELTEL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT YOU HAVE BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
IN NO EVENT SHALL WELTEL BE LIABLE DIRECTLY TO YOU OR OTHER INDIVIDUAL USERS FOR ANY DAMAGES WHATSOEVER REGARDLESS OF THE MANNER IN WHICH SUCH DAMAGES MIGHT ARISE, FROM OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR ACCESS TO, THE WELTEL PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT WELTEL WOULD NOT BE ABLE TO MAKE THE WELTEL PLATFORM AVAILABLE AT ALL OR AT THE CURRENT FEES IN THE ABSENCE OF THIS LIMITATION AND THAT WELTEL HAS NO CONTROL OVER THE INFORMATION INPUT INTO THE WELTEL PLATFORM AND NO ABILITY TO PREVENT ANY PERSON FROM RELYING ON THE WELTEL PLATFORM IN AN EMERGENCY SITUATION.
WELTEL HAS NO RESPONSIBILITY WHATSOEVER IN RELATION TO THE PROVISION, PERFORMANCE OR NON-PERFORMANCE OR PAYMENT FOR TELECOMMUNICATIONS OR OTHER PRODUCTS OR SERVICES USED IN CONJUNTION WITH THE PLATFORM.
EXCEPT WHERE AN INDIVIDUAL HAS ACTED OUTSIDE THE SCOPE OF HIS OR HER AUTHORITY AND IN A WILFUL MANNER, IN NO EVENT WILL WELTEL’S OFFICERS, DIRECTORS OR EMPLOYEES HAVE ANY PERSONAL LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT. THE PERSONS MENTIONED IN THIS PROVISION SHALL BE DEEMED TO BE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT SOLELY FOR THE PURPOSES OF OBTAINING THE BENEFIT OF THIS PROVISION.
YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATION SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, WELTEL`S ABILITY TO OFFER AND YOUR ABILITY TO ACQUIRE ACCESS TO THE PLATFORM AND DOCUMENTATION UNDER THIS AGREEMENT WOULD BE SEVERELY IMPACTED. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (A) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), REGULATORY LAWS, INCLUDING HEALTH AND PRIVACY LAWS, STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT.
NOTWITHSTANDING ANY OTHER PROVISION, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL NOT APPLY IF AND SOLELY TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.
YOU ACKNOWLEDGE AND AGREE THAT WELTEL HAS NO RESPONSIBILITY FOR USE OF THE PLATFORM FOR EMERGENCY COMMUNICATIONS OR THE COMMUNICATION OF SENSITIVE INFORMATION OR FOR THE CONTENT OF COMMUNICATIONS BETWEEN YOU AND YOUR PROVIDER(S) USING THE PLATFORM.
This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia along with any federal laws applicable therein, excluding rules of private international law that lead to the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the Sale of Goods (1980) does not apply.
The provincial and federal courts of the Province of British Columbia shall have exclusive jurisdiction to hear any matter arising in connection with this Agreement. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents and attorns to the exclusive jurisdiction and venue of the provincial or federal courts located in the Province of British Columbia. SD: Gabby to discuss with SKILLS
The Parties agree that a material breach of this Agreement may cause irreparable harm to the other Party, for which a remedy at law may be inadequate. Accordingly, in addition to any remedies at law, subject to any express limitations under this Agreement, each Party may seek injunctive relief without posting any security.
Any of the provision that are required to give effect to the intent of the parties shall survive termination of this Agreement including without limitation Sections 3, 5, 6, 7, 8, 9, 10, 11 and 12. The waiver of any right or obligation hereunder shall not constitute a waiver of any other instance. If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force. This Agreement sets out the entire agreement of the parties with respect to the subject matter thereof, and supersedes all discussions, correspondence or communication of any nature relating to the subject of this Agreement, all of which shall no longer be of any force or effect.