General Provision

Use of the Services

Greybox provides Services:

The Services require your active engagement, and your participation according to the recommendations made by the Appropriate Medical Staff, and you understand that, despite your efforts, individual user’s results will vary for a variety of reasons.GREYBOX OR THE THIRD PARTY DO NOT GUARANTEE THAT YOU WILL SUCCESSFULLY MANAGE YOUR CONDITION AND WILL NOT BE HELD RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY ARISE WHILE OR IN CONNECTION WITH THE USE OF OUR SERVICES.

You should not start using the Services before consulting an Appropriate Medical Staff. Greybox may use Third Parties, in whole or in part, to provide the Services. A description of the Services can be found at greybox.ca. Please note, not all Services are available in all jurisdictions and are supported by all smartphones and tablets. Please see the applicable Services description to see which Services are available in your country and the compatibility with your smartphone or tablet. The Services may be updated or discontinued from time to time.

License Grant

During the term of this Agreement, subject to your compliance with the terms and conditions of these Terms of Use, Greybox grants you a non-exclusive, non-transferable, without the right to sublicense, and revocable limited right to access and use the Services and any documentation made available to you by Greybox solely for purposes of your personal and non-commercial use of the Services in accordance with the terms of this Agreement.

The Services are enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Services. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Services. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Services except to an authorized user. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.

Registration

You are required to register for the Services and provide certain information about yourself.

You will receive a user account for your personal use that requires a username and password. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use your best efforts to prevent unauthorized access to, or use of, the Services, and notify Greybox promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Services.

Term

The term of this Agreement will begin upon your successful registration and the activation of the Services by Greybox and will continue until you cease using the Services unless a term is otherwise set forth in the registration. For those Services subject to a limited term, this Agreement will automatically renew for successive equivalent terms unless terminated by either party as permitted herein.

Termination

(I) Greybox reserves the right to refuse activation of a user for any reason and may suspend or terminate your access to the Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that Greybox determines in its discretion may have an adverse effect on Greybox or its reputation.

(II) You may terminate this Agreement for convenience upon written notice to Greybox or its vendor or through the applicable cancellation process. Greybox may terminate for convenience upon sixty (60) days written notice.

(III) Upon termination, you will no longer have access to the Services. In addition to termination, Greybox reserves the right to pursue any and all remedies available to it.

Intellectual Property

Except for the limited license and use rights expressly granted to you under this Agreement, all title to and the rights in the Services, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, Greybox’s or Third Party hardware, other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of Greybox and/or the applicable Third party.

Confidentiality

Your Personal Information

By using the Services, you consent to all actions taken by us with respect to your Personal Information will be used and protected pursuant to the Privacy Policy defined below.

Greybox Solutions Inc. Information

You agree not to reveal or disclose any of Greybox’s or Third Party’s confidential information, which includes non-public information related to the Greybox’s Services, documentation or information relating to pricing, discounts, this Agreement, errors in the Services and other competitive or proprietary data (i.e., business, technical or financial information) or information a reasonable person would conclude is confidential, without Greybox’s written agreement.

Non-Confidential Information

Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that you send to us through the Services and not related to your Personal Information, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and we will have no obligation of any kind with respect to such information. We will be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products.

Content

The information presented on or through the Services is solely for informational purposes for you and at the Appropriate Medical Staff. We make reasonable efforts to maintain current information, but we cannot guarantee that the content is complete or up-to-date.

We may provide access to Third Party content, technology or services (“Third Party Content”) as a convenience to you. Greybox does not endorse, recommend, or otherwise make any representations, warranties or conditions with respect to such Third Party Content. Greybox does not have any control or responsibility for such Third Party Content and we encourage you to review the applicable Third Party’s Terms of Use and privacy policies.

Trademarks

Trademarks, Services marks, graphics and logos used in connection with the Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Services are owned by Greybox, its service providers or other Third Party and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Services, in whole or in part, is strictly prohibited. Except as expressly provided in this Agreement, no part of the Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, service or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of Greybox or the applicable owner.

Modification

Greybox reserves the right, at its sole discretion, to modify or terminate the Services or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Services and/or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Services.

Disclaimer and Limitation of Liability

The Services are provided on an “as is” basis, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, and use of the Services is at your sole risk. Greybox, its officers, directors, employees, agents, contractors, or Third Party service providers specifically disclaim all warranties and conditions, whether expressed or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose, accuracy, integrity or completeness of the content, Third Party Content or that the product or services will be error-free or uninterrupted. No oral advice or written information given by Greybox its officers, directors, employees, agents, contractors, or Third Party service providers will create a warranty.

Except where prohibited by law or public policy, in no event will Greybox, its officers, directors, employees, agents, contractors, or Third Party service providers be liable for any (1) amounts in excess of fees paid during the applicable term or (2) indirect, incidental, special or consequential damages that result from your use of or inability to use the Services, including but not limited to reliance by you on any information obtained from the Services, regardless of the form of action.

Not Medical Advice & Other Important Considerations

GREYBOX DOES NOT PROVIDE MEDICAL ADVICE. THE SERVICES CAN COMMUNICATE SOME YOUR PERSONAL DATA WITH THE APPROPRIATE MEDICAL STAFF, AND YOU MAY BE ABLE TO COMMUNICATE WITH CERTAIN HEALTHCARE PROVIDERS THROUGH THE SERVICES, BUT COMMUNICATIONS ARE NOT REAL-TIME. THE SERVICES SHOULD NOT BE CONSIDERED A REPLACEMENT FOR REGULAR CONSULTATION WITH A HEALTH CARE PROFESSIONAL OR AN EMERGENCY NUMBER SUCH AS 911 OR OTHERS. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR THE RESULTS YOU RECEIVE THROUGH THE SERVICE. YOU SHOULD NOT ASSUME THAT ANY HEALTHCARE PROVIDER IS AWARE OF ANY CHANGES IN YOUR DATA, EVEN IF YOU HAS UPDATED SUCH DATA THROUGH THE SERVICE.

YOU UNDERSTAND AND AGREE THAT:

Terms specifically related to the used of of the Glucometer Accu-Chek® Guide

Roche Diabetes Care, division of Hoffmann-La Roche Limited (“Roche”) allows you, as a patient, to connect your meter Accu-Chek® Guide (« Guide ») to this TakeCare under the following conditions:

For health care professionals

Your Personal Data that are transmitted via the Services will be available for consultation by Appropriate Medical Staff. They will have certain permissions, such as consultation and interpretation, depending on their respective clinical responsibilities. More specifically, they will have access to all Your Personal Data collected through the Services. They will be able to transmit Your Personal Data to each other if they deem it relevant, but only in accordance with the legal constraints that govern the sharing of medical information in the context of regular practice. Finally, no communication that could not or is not done as part of a normal medical practice will be made through the Services.

Indemnity

You agree to defend, indemnify, and hold Greybox, its officers, directors, partners, employees, contractors, agents, licensors, suppliers and Third-Party service vendors, harmless from and against any claims, actions or demands, liabilities including without limitation, reasonable legal fees, alleged to result from your use of the Services and any third party medical devices.

Laws & Jurisdiction

All users agree (1) that all matters relating to access to or use of the Services, including all disputes, will be governed by the laws of Canada and by the laws of the Province of Québec without regard to its conflicts of laws provisions (2) to the personal jurisdiction by and venue in Québec, Canada, and (3) waive any objection to such jurisdiction or venue and (3) waive the right to trial by jury in any judicial proceeding involving any dispute, controversy, or claim arising out of or relating to these terms and conditions or the Services.

Miscellaneous

The failure of Greybox to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by Greybox of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between Greybox and you or any other party be deemed to modify any provision of these Terms of Use. The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect. The Services are not available to all persons or in all geographic locations. Any offer for any Service is void where prohibited.

Langage

The parties acknowledge that they have agreed that this agreement and all related documents be drawn up in the English language.

A French version of this policy is available. The English version will prevail whenever there is divergent interpretation between these versions.