Website Terms of Use

AGREEMENT BETWEEN USER AND VIVER HEALTH INC.

Viver  Health Inc.’s system, Viver Benefits, is comprised of various Web  Pages, operated by SEB Administrative Services Inc. (also referred to  herein as the "Company").

ACCEPTANCE OF TERMS

By using or visiting the Viver Benefits Website (the "Website"), you agree to these terms and conditions (the "Terms").

Viver  Health Inc. may, in its sole discretion, revise these Terms at any  time, without advance notice to you. 

You are bound by such revisions by  continuing to use or visit the Website after they are posted online.

THE WEBSITE

These  Terms apply to all users of the Website, including users who contribute  content to the Website. The Website may contain interactive areas  designed to allow you to post content on the Website and/or comment,  including commenting on our blogs.

The Website may  contain links to third party Websites (“Linked Sites”) that are not  owned or controlled by Viver Health Inc. The links to the Linked Sites  are provided for your convenience and the inclusion of these links does  not imply approval or endorsement of the Linked Sites by Viver Health  Inc.

Viver Health Inc. has no control over, and  assumes no responsibility for, the content, privacy policies, or  practices of any Linked Sites. Viver Health Inc. is not responsible for  webcasting or any other form of transmission received from any Linked  Site.

USER ACCOUNTS

To  access some features of the Website, you may have to register for a  Viver Benefits user account. When registering for your user account, you  must provide accurate and complete information. You are solely  responsible for the activity that occurs on your user account, and you  must keep your account password secure. You must notify Viver Health  Inc. immediately of any breach of security or unauthorized use of your  user account.

Although Viver Health Inc. will not  be liable for your losses caused by any unauthorized use of your user  account, you may be liable for the losses of Viver Health Inc. or others  due to such unauthorized use.

USE OF COMMUNICATION SERVICES

While  the Website may contain bulletin board Services, chat areas, news  groups, forums, communities, personal web pages, calendars, and/or other  message or communication facilities, designed to enable you to  communicate with other employees of the public at large or with a group  (collectively, “Communication Services”), you agree to use the  Communication Services only to post, send and receive messages and  materials that are proper and related to the particular Communication  Services.

Viver Health Inc. reserves the right, at  all times, to disclose any information as necessary to satisfy any  applicable law, regulation, legal process or governmental request, or to  edit, refuse to post, or to remove any information or materials, in  whole or in part, in Viver Health Inc.’s sole discretion.

Always  use caution when giving out any personally identifying information  about yourself, your children, or your family in any Communication  Services. Viver Health Inc. reserves the right to monitor use of this  Website to determine compliance with these Terms. Although Viver Health  Inc. does not read, review, vet or otherwise assess User Content in  advance of its posting, Viver Health Inc. reserves the right to remove  any User Content and/or terminate your Viver Benefits User Account  without notice for breach or for any other reason.

Viver  Health Inc. does not control or endorse the content, messages or  information found in any Communication Services and, therefore, Viver  Health Inc. specifically disclaims any liability with regard to the  Communication Services and any actions resulting from your participation  in any Communication Services.

Managers and hosts  are not authorized Viver Health Inc. spokespersons, and their views do  not necessarily reflect those of Viver Health Inc.

Materials  uploaded to a Communication Service may be subject to posted  limitations on usage, reproduction and/or dissemination. You are  responsible for adhering to such limitations if you download the  materials.

OWNERSHIP OF WEBSITE CONTENT

The  use of the Website is for employees and institutions in relation to the  provision and administration of health benefits for employees of a  client of Viver Health Inc. (the “Client”).

As  between you and Viver Health Inc., Viver Health Inc. owns all  intellectual property rights, including, without limitation, copyright  and trade-mark rights, in all materials on or comprising the Website  (“Content”), including, without limitation, all written, audio-visual or  other materials and graphical elements on the Website, but excluding  data related to the Client and employees of the Client, which data shall  be the property of the Client (“Client Data”). Moreover, any trademarks  (logo or word) of the Client or other parties identified as such  owners, are the property of their respective owners and not any  individual granted a license to use the Website.

Viver  Health Inc. grants you a limited license to use, solely for the  purposes consistent with benefits provision and administration for  employees of the Client, download, print, or reproduce, in whole or in  part, the Content on this Website, subject to the following conditions:

• it must be used or reproduced accurately, without any modification;
• it must identify Viver Health Inc. as the source;
• it must be used solely for non-commercial purposes; and
• a copyright notice must appear on every copy in the following form:
• "©Viver Health Inc. All rights reserved”.

All  content included on this Website is and shall continue to be the  property of the Company, the Client or the Content suppliers, as the  case may be, and is protected under applicable copyright, patent,  trademark, and other proprietary rights. Any copying, redistribution,  use or publication by you of any such Content or any part of the Website  is prohibited, except as expressly permitted in this Agreement. Under  no circumstances will you acquire any ownership rights or other interest  in any Content (including Client Data) by or through your use of this  Website.

All content included on this Website such  as text, graphics, photographs, logos, button icons, images, audio  clips and software ("Content"), but excluding Client Data or content  specifically identified as owned by another party or would reasonably be  inferred as owned by another party by the context in which it is used  on the Website, is and remains the property of the Company and is  protected by Canadian and international intellectual property laws. You  are hereby granted by the Company, a limited, revocable, non-exclusive  license to use the Website, and the Content solely as an administrative  resource for which the Website was intended and for your personal use  only and you may not resell, assign, or sublicense the limited rights  granted to you to any other party. Any other use of the Content, other  than as expressly provided herein, including but not limited to  reproduction, modification, distribution, transmission, display, or  performance, is strictly prohibited. Derivative works and other  unauthorized copying or use of stills, audio, and video footage,  including the re-transmittal of downloaded programs, graphics, and other  materials, are expressly prohibited.

Certain  trademarks, trade names, service marks and logos used or displayed on  this Website are registered and unregistered trademarks, trade names and  service marks of their respective owners. Nothing contained on this  Website grants or should be construed as granting any license or right  to use any Content, including but not limited to trademarks, trade  names, service marks or logos displayed on this Website, without the  advance written permission of the Company or such other owner(s).

The  design of this Website, including text, graphics, information, Content,  and other material displayed are protected by copyright, trademark and  other laws and may not be used except as permitted in these Website  Terms of Use without prior written permission by the Company. Any  unauthorized use of any such information or materials may violate  copyright laws, trademark laws, laws of privacy and publicity, and other  laws and regulations. If you believe that the Company has posted or  displayed content on the Website in violation of your copyright or other  intellectual property rights, please notify the Company immediately.

OPTIONAL TOOLS

We  may provide you, through the Website, with access to third-party tools  over which we neither monitor nor have any control nor input.

You  acknowledge and agree that we provide access to such tools “as is” and  “as available” without any warranties, representations, or conditions of  any kind and without any endorsement. We shall have no liability  whatsoever arising from or relating to your use of optional third-party  tools.

Any use by you of optional tools offered  through the Website is entirely at your own risk and discretion and you  should ensure that you are familiar with and approve of the terms on  which tools are provided by the relevant third-party provider(s).

We  may also, in the future, offer new services and/or features through the  Website (including, the release of new tools and resources). Such new  features and/or services shall also be subject to these Website Terms of  Use.

The Viver logos are trademarks of Viver  Health Inc. and may not be used without the express, written permission  of Viver Health Inc.

USER CONTENT: PRIVACY

You  may be able to post or upload (in designated areas of the Website)  written content or other content (collectively "User Content") to the  Website.

You are solely responsible for your own  User Content and the consequences of posting or publishing it. By  uploading or posting User Content to the Website, you automatically  grant Viver Health Inc. a worldwide, non-exclusive, royalty free,  license to use, reproduce, modify, translate into different languages or  formats, and publish such User Content on the Website, for the purposes  of sharing the User Content with users and visitors of the Website and  to promote the Website. You represent and warrant that you own or have  the rights to use and license Viver Health Inc. to use the User Content  in the manner contemplated by the Website and these Terms.

By  accessing and/or using the Website, you may provide us with personal  information as described in our Privacy Statement found on this website.  You acknowledge that you have read and understood our Privacy  Statement, which governs the collection, use, storage, and disclosure of  such personal information.

DISCLAIMER

YOUR  USE OF THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE AND  CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY  KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF  MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE,  TITLE, OR NON-INFRINGEMENT. VIVER HEALTH INC. AND SEB ADMINISTRATIVE  SERVICES INC. DOES NOT WARRANT THAT THE WEBSITE, OR CONTENT CONTAINED IN  THIS WEBSITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE  CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE  ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT  LIMITING THE FOREGOING, VIVER HEALTH INC AND SEB ADMINISTRATIVE  SERVICES INC. DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE,  THE ABILITY TO USE, OR THE RESULT OF USE OF THE CONTENT, IN TERMS OF  ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL  INACCURACIES OR TYPOGRAPHICAL ERRORS. VIVER HEALTH INC. AND SEB  ADMINISTRATIVE SERVICES INC. MAY MAKE CHANGES OR IMPROVEMENTS TO THE  CONTENT OR THE WEBSITE AT ANY TIME. ADMINISTRATIVE SERVICES INC. MAKES  NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS  OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR  OMISSIONS IN SUCH CONTENT.

LIMITATION OF LIABILITY

VIVER  HEALTH INC. AND SEB ADMINISTRATIVE SERVICES INC., ITS EMPLOYEES,  AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT,  INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR  OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME,  PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES  RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY  UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL  INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY  INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV)  ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED  TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, OR (V) FOR ANY LOSS OR  DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT  POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE  WEBSITE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL  THEORY GIVING RISE TO THE DAMAGES, AND EVEN IF VIVER HEALTH INC AND SEB  ADMINISTRATIVE SERVICES INC. HAVE BEEN ADVISED OF THE POSSIBILITY OF  SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE  FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU  SPECIFICALLY ACKNOWLEDGE THAT VIVER HEALTH INC. AND SEB ADMINISTRATIVE  SERVICES INC., ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT  BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL  CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE  FOREGOING RESTS ENTIRELY WITH YOU.

INDEMNITY

YOU  AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VIVER HEALTH INC. AND SEB  ADMINISTRATIVE SERVICES INC., ITS EMPLOYEES, AGENTS, OFFICERS AND  DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS,  JUDGMENTS, LOSSES, LIABILITIES, COSTS OR DEBT, ATTORNEY'S FEES AND OTHER  EXPENSES ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE WEBSITE; (II)  YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION,  ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (III) ANY CLAIM THAT YOU  DID NOT HAVE THE RIGHT TO PROVIDE ANY USER CONTENT, OR THAT YOUR USER  CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION  OBLIGATION WILL SURVIVE THESE TERMS AND YOUR USE OF THE WEBSITE. IN  SUCH A CASE, VIVER HEALTH INC. AND SEB ADMINISTRATIVE SERVICES INC.   WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.

YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE WEBSITE SHALL BE TO DISCONTINUE USING THE WEBSITE.

BECAUSE  SOME PROVINCES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR  THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN  SUCH PROVINCES, STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED  TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MISCELLANEOUS

You  affirm that you are either more than 18 years of age or possess  parental or guardian consent to agree to these Terms and access and use  the Website, and are otherwise fully able and competent to enter into  the terms, conditions, obligations, affirmations, representations, and  warranties set forth in these Terms, and to abide by and comply with  these Terms.

We undertake no obligation to update,  amend or clarify information on our Website or on any related website  except as required by law. No specified update or refresh date applied  on the Website or on any related website, should be taken to indicate  that all information on the Website or on any related website has been  modified or updated.

These Terms will be governed  by, and construed in accordance with the laws of the Province of  Ontario, Canada, without giving effect to its conflict of law  provisions. You agree to submit to the personal and exclusive  jurisdiction of the courts located in the Province of Ontario, Canada.  The Website is physically maintained and operated by Viver Health Inc.  from the Province of Ontario.

You may not assign  these Terms, or assign any rights, or delegate any obligations under  these Terms, in whole or in part, whether voluntarily or by operation of  law, without prior, written consent of Viver Health Inc.

These  Terms constitute the entire agreement between you and Viver Health Inc.  with respect to the subject matter, and supersede and replace all prior  or contemporaneous understandings or agreements, written or oral,  regarding such subject matter. If for any reason a court of competent  jurisdiction finds any provision or portion of the Terms to be  unenforceable, the remaining provisions of the Terms will continue in  full force and effect.

In the event of any inconsistency between the English and French versions of these Terms, the English version shall govern.

CODE OF CONDUCT

You  may not use the Website for any illegal or unauthorized purpose. In  addition to the laws of the Province of Ontario, Canada, you also agree  to comply with all local laws that apply to your use of the Website.

• You  may not use the Website in any manner which could disable, overburden,  damage, or impair the Website, Viver Health Inc.’s servers or computer  network, or interfere with any other party's use and enjoyment of the  Website.
• You agree that you are  responsible for your own conduct and communications while using the  Website and for any consequences of that use. By way of example, and not  as a limitation, you agree that when using the Website, you will not:
  • post or upload any inappropriate, promotional, defamatory, destructive, obscene, or unlawful content.
  • defame,  abuse, harass, stalk, threaten or otherwise violate the legal rights  (such as rights of privacy and publicity) of others;
  • post  or upload any User Content that infringes any patent, trademark,  copyright, trade secret or other intellectual property right of any  party;
  • impersonate another person, or  falsify or delete any author attributions, legal or other proper  notices, or proprietary designations or labels of the origin or source  of any content;
  • use the Website in  connection with surveys, contests, junk email, spamming or any  duplicative messages (commercial or otherwise);
  • use  any robot, spider, site search/retrieval application, or other device  to retrieve or index any portion of the Website to collect information  about other users or domain names;
  • upload  files that contain bugs, viruses, trojan horses, worms, or any other  similar software or programs that may damage the operation of the  computer or property of another; or
  • submit  User Content that falsely expresses or implies that such User Content  is sponsored or endorsed by any party where it is not sponsored or  endorsed by such party.
• While Viver  Health Inc. prohibits such conduct and User Content in connection with  the Website, you understand and agree that, nonetheless, you may be  exposed to such conduct or User Content, and that you use the Website at  your own risk.

We reserve the right to  terminate your use of this Website and the services provided in relation  hereto or any related website for violating any of the prohibited uses  or the Code of Conduct.

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If,  at our request, you send certain specific submissions (for example  contest entries) or without a request from us you send creative ideas,  concepts, techniques, questions, know-how, suggestions, proposals,  plans, or other materials, whether online, by email, by postal mail, or  otherwise (collectively, “Comments”), you agree that we  may, at any time, without restriction, edit, copy, publish, transmit,  disclose, distribute, translate and otherwise use in any medium any  Comments (in whole or in part) that you forward to us. We are and shall  be under no obligation (1) to maintain any Comments in confidence; (2)  to pay compensation for any Comments; or (3) to respond to any Comments.  We generally do not pre-screen or monitor Comments and by submitting  Comments, you acknowledge your Comments will generally not be  pre-screened and any response by other third parties to your Comments  will likewise not generally be pre-screened. For greater certainty, the  Company shall be entitled to use any Comments for any purpose including  commercial purposes for the benefit of the Company’s business, and no  compensation or accreditation shall be payable or attributable to you if  the Company uses such Comments.

Except as  provided for in our Privacy Policy, any Comments are and will be  considered non-confidential and non-proprietary by you. Any such  Comments become our property and, as such, gives us a perpetual,  irrevocable world-wide royalty-free exclusive license to reproduce,  adapt, translate, publish or publicly distribute such Comments (in whole  or in part) as we determine, in our sole discretion.

We  may, but have no obligation to, monitor, edit or remove content that we  determine in our sole discretion are unlawful, offensive, threatening,  libelous, defamatory, pornographic, obscene or otherwise objectionable  or violates any party’s intellectual property or these Terms. We are not  responsible for any delay or failure in removing any such objectionable  Comments. If you post Comments that we choose to remove (in whole or in  part), you hereby consent to such removal (in whole or in part) and  waive any claim against us.

You agree that your  Comments will not violate any right of any third-party, including  copyright, trademark, privacy, personality or other personal or  proprietary right. You further agree that your Comments will not contain  libelous, degrading, racist, intimidating or otherwise unlawful,  abusive, or obscene material, or contain any computer virus or other  malware that could in any way affect the operation of the Service, the  Website, or any related website. Your Comments will not contain any type  of unauthorized or unsolicited advertising, unless we have approval of  same, in advance, in writing. You may not use a false e-mail address,  pretend to be someone other than yourself, or otherwise mislead us or  third parties as to the origin of any Comments. You are solely  responsible for any Comments you make and their accuracy. We take no  responsibility and assume no liability for any Comments posted by you or  any third-party.

GENERAL

Use  of the Website is unauthorized in any jurisdiction that does not give  effect to all provisions of these terms and conditions, including,  without limitation, this paragraph. You agree that no joint venture,  partnership, employment, or agency relationship exists between you and  Viver Health Inc. as a result of this agreement or use of the Website.  Viver Health Inc.’s performance of this agreement is subject to existing  laws and legal process, and nothing contained in this agreement is in  derogation of Viver Health Inc.'s right to comply with governmental,  court and law enforcement requests, or requirements relating to your use  of the Website, or information provided to us, gathered by us, with  respect to such use. If any part of this agreement is determined to be  invalid or unenforceable pursuant to applicable law, including, but not  limited to, the warranty disclaimers and liability limitations set forth  above, then the invalid or unenforceable provision will be deemed  superseded by a valid, enforceable provision, that most closely matches  the intent of the original provision, and the remainder of the agreement  shall continue in effect. Unless otherwise specified herein, this  agreement constitutes the entire agreement between the user and Viver  Health Inc.’s with respect to the Website, and it supersedes all prior  or contemporaneous communications and proposals, whether electronic,  oral or written, between the user and Viver Health Inc, with respect to  the Website. A printed version of this agreement, and of any notice  given in electronic form, shall be admissible in judicial or  administrative proceedings, based upon or relating to this agreement to  the same extent and subject to the same conditions as other business  documents and records originally generated and maintained in printed  form. It is the express wish to the parties that this agreement and all  related documents be drawn up in English.

SERVICES CONTACT:

webmaster@seb-admin.com

Any  example companies, organizations, products, people, and events depicted  on the Website for illustrative purposes as to the functionality of  website are fictitious. No association with any real company,  organization, product, person, or event is intended or should be  inferred. Any rights not expressly granted herein are reserved.