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Last Updated: July 05, 2024
These Terms of Service are between Welbi Technologies Inc. (“Company”, “our”, “we” or “us”) and you (you” or “your”). We offer a platform and application designed to allow staff at senior living centres and residences (the “Community”) to track the activity and wellness of those individuals living at the Community (the “Resident”), automate back-office tasks, and digitally record Resident participation in Community activities and events (the “Platform”).We also enable the Residents to grant access to the Platform to their family and friends (the “Family Portal Users”) so that they can keep track of the Resident’s activity and wellness (the “Family Portal”). Our website, located at welbi.co (“Website”), along with its subdomains, contains information about us, our technology, and information containing our Platform, including the Family Portal. The Website together with the Platform and the Family Portal and related services, except if specifically otherwise designated, shall be referred to herein as the “Services”.
The terms “User”, “you” or “your” refer to: (i)visitors to the Website; or (ii) Community, Community recreation employees, (“Recreation Staff”), Residents, and Family Portal Users, who have been provided access to the Services via an enterprise agreement with the Company (the “Enterprise Agreement”). Your use of some or all features of the Services may be subject to additional terms, which will be made available at the time of access, subscription, or purchase of the applicable Services features (collectively, “Additional Terms”). Any Additional Terms entered into between Company and User with respect to use and access to the Services shall take precedence over conflicting provisions in these Terms.
By taking an action to indicate acceptance (such as clicking a checkbox) or by using the Services, you acknowledge that you have read and understood these Terms of Service (“Terms”), which constitute a binding legal agreement between you and Company and shall be effective as of the date of your acceptance of these Terms. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Please note that the collection, use and disclosure of your personally identifiable information (“Personal Information”) will be governed by our Privacy Policy located at https://www.welbi.co/legal/privacy-policy (“Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.
The Company may revise these Terms at any time and at Company’s sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Modified” date above, through email or through the Services (as applicable), or(b) your acceptance of the updated Terms.
1.1. Access to the Services. Subject to compliance with these Terms, you are provided with a limited, non-exclusive, non-assignable, royalty-free right: (i) to access and use the Website; and (ii) where you or your Community (as applicable) has purchased a subscription to access and use the Platform and Family Portal (“Subscription”),to access and use the Platform and Family Portal in accordance with any User guides and manuals provided by Company (“Documentation”) and solely during the term of your Subscription.
1.2. Modification of the Services. Company may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, the Company may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services.
1.3. Availability. The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Company’s service providers and contractors. Company will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, the Company does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Company cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.
1.4. Third-Party Services. The Services may integrate with third party services or rely on artificial intelligence (“AI”) technologies powered by machine learning and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”) that are not owned or controlled by Company (collectively, “Third-Party Services”). You acknowledge that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms that govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services and that the Company is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services.
1.5. Subcontractors. Company may retain the services of independent contractors or consultants, which may include Third-Party Services (“Subcontractors”) from time to time to assist Company in performing its obligations under these Terms. Subcontractors shall remain under the direction and control of Company.
2.1. User Eligibility. You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or(ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iv) that your use of the Services is in compliance with any and all applicable laws and regulations.
2.2. Account Registration. To use the Platform, you must register and open an account via an invitation email, or as otherwise directed by Company (“Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”), including but not limited to your name, organization name, e-mail, and password.
2.3. Account Security. You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, the Company reserves the right to temporarily disable an Account until resolution has been determined.
2.4. Use of the Family Portal. To use the Family Portal, the Recreation Staff must send an invite link to the Resident. The Resident will log in to the Family Portal and create an account (“Family Portal Account”). The Resident will then select their Family Portal Users, at their discretion, who will have access to the Family Portal. If the Resident is unable to create a Family Portal Account themselves, the Recreation Staff may send an invite link to the Resident’s Power of Attorney (“POA”) or any individual designated by the Resident (“Designated Family Portal Admin”) to set up the Family Portal on their behalf. Community must obtain informed consent from the Resident or their POA before sending the Family Portal invitation to the Designated Family Portal Admin. The POA or Designated Family Portal Admin may choose the Resident's Family Portal Users on the Resident’s behalf. It is the Recreation Staff's and their Community’s responsibility to verify the correct POA or Designated Family Portal Admin for each Resident as necessary to grant access to the Family Portal. The Community will defend, indemnify, and hold the Company harmless in the event of any liability arising out of or relating to the granting of access to the Family Portal to an individual that is not the POA or the Designated Family Portal Admin.
2.5. Audit Rights. Company shall have the right to use the capabilities of the Services to confirm the number of Users using the Services and compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believes necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to your support requests, or (v) protect the rights, property, or safety of our users and the public.
3.1. Your Responsibilities. You shall: (i) have sole responsibility for obtaining all consents and third-party licenses and providing all necessary notices in accordance with applicable laws to ensure any data uploaded onto the Services (“Services Data”) can be shared with Company and used by Company as contemplated herein; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Services Data; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized access or use; and (iv) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.
3.2. Use Guidelines. You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”); (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; (vi) upload, make available, or otherwise transmit any Services Data via the Services which results in a violation of a third party’s rights under applicable laws or that: (a) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (b) infringes any patent, trade-mark, trade secret, copyright, publicity, or other proprietary or privacy rights of any party; (c) is misleading, contains sexually explicit content, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; (d) or contains any Malicious Code; or (vii) use any other measures in an attempt to mislead Company or Company’s other customers, or otherwise take advantage of the Services.
4.1. Termination by Company. Company may, under certain circumstances and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof. Cause for such termination may include, but not be limited to: (a) breaches or violations of these Terms or any Additional Terms that you may have entered into; (b) requests by law enforcement or other government agencies; (c) a request by the Account owner; (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical, security, or legal issues or problems; (f) actual or suspected participation by you, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Company employee, member, or officer. You acknowledge and agree that all terminations may be made by Company in its sole discretion and that Company shall not be liable to you or any third party for any termination of your access to the Services or for the removal of any Services Data. Any termination of these Terms by Company shall be in addition to any and all other rights and remedies that Company may have.
4.2. Result of Termination. Upon termination, the permissions, rights, and licenses granted to you under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent Services Data is in the Company’s possession, custody, or control, Company will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same inwriting. The following provisions shall survive termination: 5-8 and 10.
5.1. Company Intellectual Property. Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Company and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Services or any of the technology underlying the Services except as expressly set for thin these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Content without the Company’s prior written consent.
5.2. Use Restrictions. You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any Content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.
5.3. Services Data. As between Company and you, you retain all rights, title, and interest in your Services Data, including all intellectual property rights therein. Company shall not access Accounts, including Services Data, except to respond to service or technical problems, at your request or as necessary for the operation of the Services or billing. You hereby grant Company a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license to use and otherwise exploit the Services Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Statistics) and meet its obligations under these Terms.
5.4. Aggregated Statistics. Company may create aggregated and anonymized statistical analytics arising from your interaction with and use of the Services (“Aggregated Statistics”),which shall not include any underlying Services Data, nor shall they otherwise be capable of referencing back to an identifiable individual. As between you and Company, Company shall own all rights to such Aggregated Statistics freeform encumbrance.
5.5. Feedback. If you provide Company with any suggestions, comments or other feedback relating to Company’s services (collectively, “Feedback”), you hereby grant Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Company products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Company and shall promptly inform Company as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
6.1. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
6.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
6.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
7.1. Warranties. You warrant that: (i) you have the legal power to enter into and accept these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder.
7.2. DISCLAIMER. COMPANY MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONSOF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
7.3. AI Services. You acknowledge, understand, and agree that you are prohibited from using AI Services in certain prohibited manners, which include, but are not limited to, bypassing filters or otherwise making an AI Service perform unanticipated actions, exposing any information used in an AI Services 'training data, overriding the privacy or security controls in an AI Service, creating or exacerbating biases in an AI Service, or otherwise negatively impacting an AI Services’ safeguards or extracting personal information in the course of using an AI Service.
7.4. Outputs. AI Services use machine learning models that generate predictions based on patterns in data. Given the probabilistic nature of machine learning, you should evaluate the accuracy of any output generated by AI Services arising out of your use of the Services (“Output”) as appropriate for their use case, including by manually reviewing the Output. You shall be solely responsible for all decisions made, advice given, actions taken, and failures to act based on use of or reliance on Outputs. The Company does not represent or warrant that Outputs: (i) will be accurate or applicable for your desired use; or (ii) will be unique to you.
8.1. Indemnification of Company. You shall defend, indemnify and hold Company and its subsidiaries, affiliates, officers, agents, and employees (“Company Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Company Parties may sustain as a result of any acts, errors or omissions by you including but not limited to: (i) breach of any of the provisions of these Terms; (ii) negligence or other tortious conduct, or willful misconduct;(iii) breach of a third party’s intellectual property rights or rights under privacy laws, and any claims arising in connection with Services Data or Third-Party Services (each a “Claim”); provided, that Company: (a) promptly gives written notice of each Claim to you; (b) gives you sole control of the defense and settlement of each Claim (provided that you may not settle or defend any Claim unless it unconditionally releases Company Parties of all liability); and (c) provides to you, at your cost, all reasonable assistance in respect to each Community Claim. This provision does not require you to indemnify Company for Company’s fraud or willful misconduct. You acknowledge that for the purpose of this Section 8.1, the Company is acting as agent and trustee of Company Parties.
9.1. Invitation. If you receive an invitation to join the Family Portal you shall only proceed if you are the Resident, POA, or Designated Family Portal Admin for the Resident. If you are not the Resident, POA, or Designated Family Portal Admin, you will not complete the invitation to enable the Family Portal, will not access the Family Portal, and will notify Community that you have received an invitation in error.
9.2. Access. Selecting the Family Portal Users is at the discretion of the Resident, POA, or Designated Family Portal Admin and every Family Portal User will have access to the applicable Resident’s personal information contained in their Family Portal Account. Resident, POA or Designated Family Portal Admin may revoke permission to access the Family Portal account for any Family Portal Users at their discretion within the Family Portal Account settings.
9.3. Data Recipient Requirements. Family Portal data may only be accessed by Canadian and USA residents. It is the responsibility of the Resident, POA, or Designated Family Portal Admin to ensure that access to the Family Portal Account is restricted to Canadian and USA residents. The Resident assumes full responsibility if Family Portal data is shared with non-Canadian and USA residents.
10.1. Exclusion of Consequential and Related Damages. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY AND/OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICESTO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF COMPANY BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM THE CONDUCT OF ANY USERS OF THE SERVICES.
10.2. Limitation of Liability. COMPANY PARTY’S LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN LIABILITY SHALL NOT EXCEED $1,000.00 CAD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
10.3. Certain Damages Not Excluded. NOTWITHSTANDING SECTIONS 10.1 AND 10.2 NO LIMITATION OF LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO: (I) DAMAGES ARISING FROM YOUR BREACH OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 6; (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT OF FEES; OR (IV) YOUR INDEMNIFICATION OBLIGATIONS.
11.1. Relationship of the Parties. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor- franchisee relationship between the parties hereto.
11.2. No Third-Party Beneficiaries. Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.
11.3. Governing Law and Jurisdiction. Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Ontario, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
11.4. Dispute Resolution. Before initiating arbitration or other legal action against the other relating to a dispute herein, the parties agree to work in good faith to resolve disputes and claims arising out of these Terms. If the dispute is not resolved within thirty (30) days of the commencement of informal efforts hereunder, the parties will attempt to settle it in good faith by mediation. To initiate the mediation a party must give notice in writing to the other party requesting mediation. A copy of the request should be sent to ADR Chambers. The mediation will take place in Ottawa, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of the Province of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as the parties may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act(Ontario), and arbitration proceedings shall take place in Ottawa, Ontario before one (1) arbitrator. In the event the parties are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. Each party shall bear its own legal costs in connection with mediation and/or arbitration under this provision.
11.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).Notwithstanding the foregoing, Company may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.6. Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
11.7. No Waiver. No waiver by either party of any breach or default here under will be deemed to be a waiver of any preceding or subsequent breach or default.
11.8. Electronic Form. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
11.9. Force Majeure. Except for any obligation for the payment of fees, neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, epidemics, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
11.10. Entire Agreement. These Terms, including our Privacy Policy, any applicable Additional Terms, and any Enterprise Agreement, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter.
11.11. Notices. Company may give notice to you by means of: (i)a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address on record in your Account, effective the following business day. You may give notice to the Company by e-mail to support (@) welbi.co, with such notice shall be deemed given the following business day after sending the e-mail. All notices shall be in writing.
