Terms and Conditions of Service

This version is in effect since January 2022.

These Terms and Conditions of Service (“Terms”) apply to your use and access of the BreatheSuite (“we”, “us”, “our”) mobile application, the BreatheSuite App (“App”) and website https://breathesuite.com (“Website”), including without limitation all functionalities, and materials displayed or made available to (“you, “your” “user”, “users”), collectively referred to as (“Services”). 

PLEASE READ THESE TERMS CAREFULLY as they create a binding legal agreement between you and BreatheSuite Inc. (“BreatheSuite”) and exempt BreatheSuite and other parties from liabilities or limits their liability and contain other important provisions.

IN CONSIDERATION OF BEING PERMITTED TO USE OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AS AMENDED FROM TIME TO TIME, THESE TERMS ARE A LEGAL CONTRACT BETWEEN BREATHESUITE AND YOU. IF YOU DO NOT AGREE TO THESE TERMS IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE OUR SERVICES. 

We reserve the right, at our sole discretion, to modify or replace these Terms at any time without incurring any liability or obligation. You may not change these Terms in any manner.

Use of the Services after such changes are made available to you will indicate your acceptance of the revised Terms.

About BreatheSuite

BreatheSuite is a Canadian company incorporated under the laws of Canada with its head office located in Newfoundland and Labrador.  We build digital health solutions for chronic disease patients to assist with tracking their inhaler technique and adherence. Through our Services we also allow users to share this information with their doctors, family members and caregivers.

Our App is currently free to download by end users, however, in order to use all functionalities of the Services, users must be connected through a paying party that they have a customer or patient relationship with, such as relationships with Healthcare networks, researching networks or insurance companies.  Once the BreatheSuite inhaler device is connected to the App, users can start to track their own use of the inhaler and allow individuals in their circle of care access to that information.

Do not use BreatheSuite for medical emergencies. If you have a medical emergency, call a physician, qualified health care provider, or dial 911 immediately.

No Medical or Emergency Services

Our Services, including the Program, may provide you the ability to interact with our personnel or referred service providers, including respiratory educators (“Educators”). Coaching provided by Educators may occur over a third-party platform. The use of such third-party platforms is subject to the terms relating to “Third-Party Services” detailed below. We do not practice medicine or provide medical services, medical advice, diagnosis or treatment. You acknowledge that any payments paid by you to BreatheSuite do not constitute payment for medical advice. The services you receive from Educators will not give rise to a medical provider-patient relationship, and we do not create a medical provider-patient relationship between you and BreatheSuite. The Services, including the content that is provided to you, is not intended to replace or substitute professional medical advice, evaluation, or treatment, or to diagnose any medical condition and should not be used in that manner. Healthcare providers using the Services are independent, regulated health professionals, unaffiliated with BreatheSuite. who are individually responsible for the services and quality of care that they provide. Furthermore, referrals to resources, products or other information that may appear on the Services from time to time, unless expressly stated, do not constitute recommendations or endorsements by BreatheSuite, and you acknowledge that any payments paid by you to BreatheSuite do not constitute payment for referring you to any party, product or service.

Do not disregard, avoid, or delay in obtaining care from your doctor or other qualified medical professional as a result of information or advice you received through the Services. The Services are not designed to facilitate medical emergencies, and should not be used for medical emergencies. If you have a medical emergency or other immediate, urgent medical need, call a physician, qualified health care provider, or dial 911 or go to the nearest emergency room immediately.

Privacy

The Personal Information you provide to us, including the information you provide as part of the App account registration process is governed by our Privacy Policy. We will share your information as described in our Privacy Policy or by otherwise obtaining your consent. In providing our services, we may use third-party service providers to help perform administrative functions. Some of these third-party service providers may be located outside Canada or your country of residence. Your information will be saved on a Cloud, currently on Amazon Web Services servers, which may result with your personal information being stored outside the province of Newfoundland and Labrador and outside Canada. As a result, your personal information may be accessible to law enforcement, courts and regulatory authorities in accordance with the laws of these domestic and foreign jurisdictions.

BreatheSuite may use anonymized or de-identified data (information that is not directly traced back to you or any individual) for research, quality assurance or other authorized purposes.

By accepting these Terms, each and every time you access our Services, you consent to the collection, use and disclosure of your personal information by BreatheSuite in accordance with our Privacy Policy.

Account & Access

You may be asked to create a user account consisting of a username and password. 

You agree to: 

If BreatheSuite has reasonable grounds to suspect that the information you have provided is false, incomplete or not current, or that you are sharing your username and/or password with anyone, it reserves the right to suspend or terminate your use and access to the Services. 

‍You are responsible for installing and maintaining all equipment and systems necessary to access the Services and for paying all charges related thereto. The Services are designed for users who reside in the United States and Canada. It may not be lawful to access or use the services in other jurisdictions, and you may not access or use the Services where access or use is prohibited by applicable law.

Intellectual Property 

You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of BreatheSuite without express, written consent. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, feedback or the like (“Feedback”), we are free to use such Feedback for any lawful purpose. You hereby assign to us all right, title and interest in, and we are free to use, without any attribution or compensation to any person or entity, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

Limited License

Subject to these Terms, you are hereby granted a limited, non-transferable, non-sublicensable, revocable and non-exclusive license to access, view, and use the Services, including any personal health information, for your personal, non-commercial use. Access to the Services for any other purpose is prohibited. You agree that you shall use the Services in accordance with the Terms, applicable law, and any other rules or policies established by us for use of the Services. You agree to also abide by any other additional terms and conditions that may apply to any specific Content.

Representations and Warranties 

You represent and warrant that (i) all information you provide to us in connection with the Services, including during any registration process, is true, accurate, and complete, (ii) you are at least 18 years of age and have the legal ability and authority to enter into these Terms; (iii) your use of the Services, including the information you provide, will not infringe upon any third party’s proprietary rights or violate any law; (iv) you will access the Services for your personal, non-commercial use only; (v) you will not reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes the use of or access to the Services; (v) you will comply with all laws applicable to your use of the Services; (vi) you will not interfere with a third party’s use of the Services; and (vii) you will not interfere with or disrupt our security measures.

Prohibited Uses 

You agree not to: (i) send, transmit or upload to or through the Services any inappropriate, unlawful, offensive or obscene material; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) copy, modify, or create derivative works of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) interfere with or disrupt the integrity or performance of the Services; or (vi) remove any copyright, trademark, patent, or other proprietary notice that appears on the Services or any print-outs or electronic files therefrom, or otherwise infringe upon or misappropriate any intellectual property or other proprietary rights of BreatheSuite, or any of BreatheSuite’s licensors.

Third-party Platforms and Services

As part of the Program, we may direct you to applications, websites, modules and/or services that are owned, under the control of, or maintained by a third party (“Outside Platforms”), such as exercise training and educational modules. You may also be offered or directed to applications, services, products, websites, or promotions provided by, or be presented links to websites operated by, third parties (“Third-Party Products”), including third-party virtual platforms such as Zoom or other communication methods, the use of which is not included as part of the Services. You agree that we are not responsible for the performance of Outside Platforms or Third-Party Services. Unless expressly stated otherwise, links to Outside Platforms and Third-Party Services are provided for convenience only and do not constitute endorsements or recommendations of these sites or their content by BreatheSuite. BreatheSuite is not responsible for Outside Platforms and Third-Party Services, and unless expressly stated, does not make any representations, warranties or covenants of any kind regarding these Outside Platforms and Third-Party Services including, without limitation, any representation, warranty, or covenant:

Your access or use of any Outside Platforms or Third-Party Services is done at your own risk, and we expressly disclaim all responsibility and liability for Outside Platforms and Third-Party Services. You understand that Outside Platforms and Third-Party Services are not governed by this Agreement, and your use of an Outside Platform or Third-Party Service is subject to that Outside Platform or Third-Party Service’s own terms and policies. If you decide to use Outside Platforms  or Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with such Outside Platforms or Third-Party Services.

Open Source Software

The Services may include third party software programs (“Third Party Programs”) that are available under open source or free software licenses. This Agreement does not alter any rights or obligations you may have under those open source or free software licenses. We do not make any representation or warranty with respect to any open sources software or free software that may be included in or accompany the Services. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this Agreement shall apply to Third Party Programs.  

Copyright

All materials available through the Services, including without limitation, logos, trademarks, information, comments, text, images, videos, audio, illustrations, computer software (“Content”) are owned by BreatheSuite, its licensors, or the provider of the Content as the case may be. This Content is protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. Except as granted in the limited license herein, any use, modification, transmission, distribution, republication or other exploitation of the Services and its Content, whether in whole or in part, is prohibited without BreatheSuite’s express written consent.

Except to the extent expressly permitted in this Agreement, you may not: 

Other than the limited license granted herein, nothing contained in the Services shall be construed as granting you any right, title, interest, or other license in or to any Content embedded or integrated into the Services or made available for download from the Services, including, but not limited to, any intellectual property rights in the Services or Contents.

‍The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law (17 U.S.C. § 512).  If you believe in good faith that materials hosted on the Services infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed or access to it blocked. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Services; (d) the name, address, telephone number and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/title17/92chap5.pdf for details.  

Notices and counter-notices with respect to the Services should be sent to:

By Mail: 

BreatheSuite Office
Suite 301 – 215 Water Street

St. John’s, NL, A1C 6C9

Or
By E-mail: Legal@breathesuite.com


Indemnification

By accepting these Terms and using the Services, you agree that you shall indemnify and hold harmless BreatheSuite, its affiliates, licensors, and each of their officers, directors, employees, attorneys and agents, collectively referred to herein as (“BreatheSuite Group”) from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, or (iii) your use of the Services contrary to these Terms or other instructional manuals, guidelines or documentation made available by us to you.


Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS AGREEMENT (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE BREATHESUITE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

Please see our Privacy Policy for more information regarding communication security and confidentiality.  

You acknowledge and agree that your access and use of the Services and Content is solely at your own risk and liability.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT BREATHESUITE IS NOT RESPONSIBLE FOR THE HEALTH CARE YOU RECEIVE FROM HEALTH CARE PROVIDERS.

TO THE EXTENT THAT THE LEGISLATION OF YOUR JURISDICTION, INCLUDING THE LAWS OF THE PROVINCE OF QUEBEC AND ITS CONSUMER PROTECTION ACT DOES NOT ALLOW FOR CERTAIN EXCLUSIONS OF LIABILITY, SOME OF THE PROVISIONS BELOW MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL AFFECT YOUR APPLICABLE STATUTORY RIGHTS. 

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY US TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BREATHESUITE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT: 

(I) THE SERVICES WILL MEET YOUR REQUIREMENTS; 

(II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR 

(III) ANY SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR PERSONAL EXPECTATIONS OR BE OF A CERTAIN QUALITY. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO MEMBER OF THE BREATHESUITE GROUP SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING LOSS OF DATA, DAMAGES FOR PERSONAL INJURY, OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INTANGIBLE LOSSES (WHETHER OR NOT BREATHESUITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING, WHETHER IN CONTRACT OR TORT, FROM: 

(I) THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF ANY CONTENT YOU MAY ACCESS; 

(II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; 

(III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE SERVICES; OR 

(IV) ANY OTHER MATTER RELATING TO THE SERVICES. 


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE, RELEASE AND DISCHARGE BREATHESUITE FROM ALL LEGAL CLAIMS, DEMANDS, DAMAGES, ACTIONS OR CAUSES OF ACTION IN RESPECT OF THE FOREGOING. BREATHESUITE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL.

WITHOUT PREJUDICE TO THE FOREGOING, THE AGGREGATE LIABILITY OF BREATHESUITE TO YOU IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES SHALL IN NO EVENT EXCEED $100.00 IN CANADIAN CURRENCY.


Termination

BreatheSuite is entitled to terminate your right to use the Services at any time without notice and with immediate effect for any reason, including if you violate or breach any term of these Terms or in the sole opinion of BreatheSuite misuse the Services. Upon termination, you are no longer authorized to access the Services. All restrictions set out in these Terms, including but not limited to Content, indemnification and limitation of liability will survive termination and BreatheSuite shall not be liable to you or any third-party for such termination. 

You are entitled to terminate your use of the Services at any time by sending us an e-mail at: help@BreatheSuite.com. Please see our Privacy Policy in relation to our management of information on the deactivation of an account.

HOW TO TERMINATE YOUR SERVICES

Use Prohibited Where Contrary to Law

Use of the Services or Content is unauthorized in any jurisdiction where the Services may violate any laws or regulations. You agree not to access or use the Services or Content in such jurisdictions. You agree that you are responsible for compliance with all applicable laws and regulations. Any contravention of this provision, or any provision of this Agreement, is entirely at your own risk.


Entire Agreement

These Terms (including referenced documents) constitute the entire agreement between you and BreatheSuite and govern your use of the Services, superseding any prior version of these Terms between you and BreatheSuite.

Severability and Waiver

If any provision of these Terms is determined by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, in whole or in part, the remaining provisions remain in full force and effect. The failure of BreatheSuite to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 


Modification of the Services and Terms 

BreatheSuite reserves the right, at its sole discretion, to modify or replace any of these Terms or restrict your access to part or all of the Services without notice or liability. If we change these Terms, we will provide notice to you by posting the revised Terms on our App and by indicating at the top of this page the date these Terms were last updated. You should check the Terms frequently for any revisions, and especially before your use of the Services. Where required by law, we will give you thirty (30) days’ notice prior to these changes taking effect. By continuing to access or use the Services after such changes become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the Services.  

In addition, if you are a Québec resident and the modified Terms either increase your obligations or reduce our obligations, you may send us a notice thirty (30) days after the modified Terms come into force to indicate your refusal of the modified Terms and to request the termination of your account. 

Notice

BreatheSuite may give notice by means of a general notice sent through the App, or by electronic mail to your email address on record, or by written communication sent by regular mail to your address on record. By using our Services, you allow us to communicate with you through these means and receive electronic mail from BreatheSuite.

Governing Law

BreatheSuite is a Canadian organization. To the fullest extent permitted by applicable law you irrevocably and unconditionally submit to the exclusive jurisdiction of the court of the Province of Newfoundland and Labrador of or in connection with these Terms or your use of the Services.

Assignment

You may not assign your rights under these Terms without prior written approval of BreatheSuite.

Contact

You may contact us at: 

Legal@breathesuite.com



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