Terms of Service (Canada)

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIABILITY LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

These terms and conditions (“Terms”) govern your use of or visit to any website owned or operated by Elysium Health, Inc. (“Elysium Health”), including without limitation www.elysiumhealth.com/ca (the “Site”), and your use of our product purchasing services (“Services”) accessible via the Site.

Acceptance of Terms

By accessing using the Site and the Services, you agree to be bound by the Terms. If you do not agree to these Terms, you may not use access the Site or use the Services. You agree that the agreement formed by these Terms of Use is like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms. You represent and warrant that you have all necessary right, power and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder.

Elysium Health may, in its sole discretion, revise these Terms at any time without prior notice to you. Please review the Terms each time you enter the Site or use the Services. You are bound by such revisions by continuing to use or visit the Site after they are posted online.

No Medical Advice

The products and the claims made about specific products on or through the Site are not intended to diagnose, treat, cure or prevent disease. The information provided on this Site is for informational purposes only and is not intended as a substitute for advice or medical care from your physician or other health care professional or any information contained on or in any product label or packaging. You should not use the information on this site for diagnosis or treatment of any health problem or for prescription of any medication or other treatment. You should consult with a healthcare professional or provider, and carefully read all information provided on or in any product label or packaging, before using any medication, natural health product, or nutritional, herbal or homeopathic product (including regarding any interactions between any medication or health product you are currently taking and such products), before starting any diet or exercise program or before adopting any treatment for a health problem, or if you have or suspect you might have a health problem.

Eligibility

You may use the Site and Services only if you are 18 years or older and capable of forming a binding contract with Elysium Health and are not barred from using the Site and Services under applicable law.

Your Account (as defined below) may be deleted and these Terms of Use may be suspended or terminated without warning, if Elysium Health believes that you are under age or your use of this Site or the Services is not allowed (among other reasons set out below).

Canadian Usage

This Site may only be used to order goods or services intended to be delivered to addresses within Canada. Use of this Site is governed by the laws of the State of New York of the United States of America. The laws of your jurisdiction may be more or less strict than the laws that apply to this Site. You are responsible for compliance with the laws of your jurisdiction. Furthermore, if you reside in a jurisdiction where it is forbidden by law to participate in the activities offered by this Site or the Services, you may not enter into this agreement or use this Site or the Services.

Registration and Your Information

If you want to use certain features of the Services you may need to create an account (“Account”). For example, you must create an Account to be able to order products or make purchases through the Services. Prior to completing the signup process for your Account, you will be required to indicate your acceptance of all of the terms and conditions of these Terms of Use. If you do not agree to these Terms of Use, you may not sign up for an Account.

During the registration process Elysium Health may collect your name, address, email address, phone number, credit card information, username, and password. Your information may be used by us in connection with the Services or your use of the Site:

  • to verify your eligibility to create and to maintain your Account;
  • to ensure that your Account, including your username, is unique;
  • to enable us to provide certain security and privacy safeguards;
  • to deal with security, debugging and technical support issues;
  • for billing and payment-related issues;
  • to protect ourselves and others from abuse; and
  • to comply with law.

All of the information you provide to us or that Elysium Health collects from you in connection with your use of the Site or the Services will be governed by these Terms of Use and Elysium Health’s Privacy Policy (www.elysiumhealth.com/ca/privacy-policy) (if applicable). You agree at all times to:

(i) provide accurate, current and complete information about yourself as prompted by our registration form or otherwise; and

(ii) maintain and update your information (including your e-mail address) to keep it accurate, current and complete.

You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, Elysium Health may suspend or terminate your Account and your ability to use this Site or the Services and, in our sole discretion, to report you to appropriate authorities.

You cannot transfer your Account to any other person or permit anyone to use it.

Elysium Health hereby disclaims any and all responsibility or liability for any unauthorized use of your Account. You must not choose a username that infringes the rights of any third party, impersonates any Elysium Health employee, other user, celebrity or any famous person or entity, which is deliberately confusing, or which is offensive, racist, obscene, hurtful, unlawful or otherwise inappropriate. You agree that you will not use misspellings or alternative spellings or take any other actions for the purpose of circumventing the foregoing restrictions. You understand and agree that, in addition to the foregoing restrictions, Elysium Health reserves the right to change, remove, alter or delete any username at any time and for any reason in our sole discretion.

You agree that you will not disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account.

Terms of Purchase

Products for Personal Use Only

The products available on the Site are for personal use only. You may not sell or resell any of the products that you purchase or otherwise receive from us. Elysium Health reserves the right, with or without notice, to cancel or reduce the quantity of any order to be filled or products to be provided to you that Elysium Health believes, in its sole discretion, may result in the violation of these Terms.

Payment and Order Terms

The Services enable you to order products (including subscriptions) from Elysium Health. The amounts due and payable by you for any product that you purchase through the Services (including applicable taxes, shipping and handling) will be presented to you before you place your order. If you place an order for any products via the Services, you agree (a) that Elysium Health may charge your credit card for verification, pre-authorization and payment purposes, and (b) to bear any additional charges that your bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. Your order is not binding on Elysium Health until accepted and confirmed by Elysium Health.

Under no circumstances will Elysium Health be responsible:

(i) for any charges that your credit card issuer may apply to you as a result of our processing your order;

(ii) if your card issuer refuses or fails to authorize payment by you; or

(iii) for any delays or non-delivery of the item that you endeavored to purchase arising from any validation checks that may be carried out regarding your payment or identification.

Subscriptions

All amounts are payable and charged: (i) for one-off purchases, at the time you place your order; and (ii) FOR SUBSCRIPTION-BASED PURCHASES, AT THE BEGINNING OF THE SUBSCRIPTION AND AT THE TIME OF EACH RENEWAL.

EXCEPT TO THE EXTENT REQUIRED BY THE LAW, YOU CANNOT CANCEL YOUR CURRENT SUBSCRIPTION, and you will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive products ordered until the end of your current subscription period. YOU CAN CANCEL YOUR RENEWAL AT ANY TIME. If you request cancel your subscription as required by the law or the renewal, you may contact us by e-mail at [email protected] or by calling us at 855-432-2747. After your subscription is cancelled as required by the law, you will receive a pro-rated and adjusted refund.

When ordering, it is your responsibility to ensure that all information submitted to Elysium Health is accurate. Any corrections (if accepted) submitted after you place an order may significantly delay shipping of your order.

Payments Non-refundable

Elysium Health reserves the right to limit the order quantity on any product, to extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship product to you for any reason. If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card charges unless you have made a reasonable attempt at resolving the matter directly with Elysium Health. You can do so by contacting us by email at [email protected] or by calling our toll-free number, (855) 432-2747.

Elysium Health reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if Elysium Health suspects the request or order is fraudulent, or in other circumstances that Elysium Health deems appropriate in its sole discretion. Elysium Health also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. Elysium Health will either not charge you or will refund the charges for orders that it does not process or cancel.

Risk of Loss, Return, and FAQ

Title to products passes from Elysium Health to you upon shipment from Elysium Health’s facility. For information on order processing and shipping, please contact us at [email protected] or (855) 432-2747. Please be aware that our shipping times are only estimates and are subject to change.

If you desire to return any product you ordered through the Services, please contact us at [email protected] or (855) 432-2747 for how you may return the product.

Please read our FAQ for more information.

Ownership and Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services on this Site; and (ii) “User Content” means any Content that Account holders (including you) post, provide or made available through the Services. Content includes without limitation User Content.

Content

Elysium Health does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content unless you otherwise agree. Subject to the foregoing, Elysium Health and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. This Site and the Services may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, Internet domain names, notice and notice rights, and other similar rights under the laws of Canada.

You acknowledge that the Content is covered by the provisions of the Copyright Act, by Canadian laws, policies, regulations, and international agreements. Such provisions serve to identify the information source and, in specific instances, to prohibit reproduction of materials without written permission. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Subject to your compliance with these Terms, Elysium Health grants you a limited, non-exclusive, non-transferable, non-sublicensable license to view, display and print the Content solely in connection with your permitted use of the Site and Services and solely for your personal and non-commercial purposes.

User Content

By making any User Content available through Services you hereby grant to Elysium Health a non-exclusive, transferable, sub-licensable, worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders. You hereby waive any moral rights, personality rights, publicity rights or other similar rights that you may have in any User Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Elysium Health on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content contained in your Account by specifically deleting it. However, in certain instances some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Elysium Health is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Privacy Policy

Elysium Health is committed to respecting the privacy of the personal information of the individuals with whom it interacts. Please refer to our Privacy Policy (www.elysiumhealth.com/ca/privacy-policy) for information on how Elysium Health collects, uses and discloses information from our users. By accessing and/or using the Site and Services, you may provide us with Personal Information and Non-Identifying Information as described in our Privacy Policy. You acknowledge that you have read and understood our Privacy Policy, which governs the collection, use, storage and disclosure of such personal information. You acknowledge and agree that access to and use of this Site and the Services is provided via the Internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world.

General Prohibitions

This Site and the Services are only for personal use. You may not use this Site or the Services in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.

You agree not to do any of the following:

  • Use the Site and Services in any way, or upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Site and Services, or any individual element within the Services, Elysium Health’s name, any Elysium Health trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Elysium Health’s express written consent;
  • Access, tamper with, or use non-public areas of the Site and Services, Elysium Health’s computer systems, or the technical delivery systems of Elysium Health’s providers;
  • Attempt to probe, scan, or test the vulnerability of any Elysium Health system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Elysium Health or any of Elysium Health’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Elysium Health or other generally available third party web browsers;
  • Use any meta tags or other hidden text or metadata utilizing an Elysium Health trademark, logo, URL or product name without Elysium Health’s express written consent;
  • Use the Services or Content for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Although Elysium Health is not obligated to monitor access to or use of the Services or Content or to review or edit any Content, Elysium Health has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. Elysium Health reserves the right, but is not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if Elysium Health, at its sole discretion, considers any Content to be objectionable or in violation of these Terms. Elysium Health has the right to investigate violations of these Terms or conduct that affects the Services. Elysium Health may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. Elysium Health provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Termination

You acknowledge and agree that access to this Site and the Services may not be available from time to time, may be amended, revised, replaced, suspended or terminated in whole or in part at any time and without notice, and that Elysium Health shall not, in any event, be responsible to you in any way should you be unable to access this Site and the Service at any time or from time to time.

Elysium Health may, at its sole discretion, at any time and from time to time, without notice, suspend your right to use this Site and the Services and/or terminate these Terms of Use (including any of the licenses granted hereunder). Without limiting the foregoing, these Terms of Use and the licenses granted herein shall automatically terminate, without notice, if you materially fail to perform or comply with these Terms of Use or any provision hereof.

Upon termination of these Terms of Use, you shall immediately cease and desist from all use of this Site and the Services.

Your failure to comply with the Terms will result in an automatic termination of your license to use the Site and your use of the Services.

You may cancel your Account at any time by sending an email to us at [email protected] or by calling our toll-free number, (855) 432-2747. Please note that cancelling your Account will not affect your current subscription, as subscriptions are pre-paid.

Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, the provisions entitled “Agreement to Terms,” “Ownership and Rights,” “General Prohibitions,” “Links to Third Party Websites or Resources,” “Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity,” “Dispute Resolution” and “Miscellaneous.”

DISCLAIMERS

YOUR USE OF THE SITE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SITE, SERVICES AND CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS 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. ELYSIUM HEALTH 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, ELYSIUM HEALTH DOES 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. ELYSIUM HEALTH MAY MAKE CHANGES OR IMPROVEMENTS TO THE CONTENT OR THE SITE AT ANY TIME. ELYSIUM HEALTH 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

The Services & Content

NEITHER ELYSIUM HEALTH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISIING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ELYSIUM HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU SPECIFICALLY ACKNOWLEDGE THAT ELYSIUM HEALTH, 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.

IN NO EVENT WILL ELYSIUM HEALTH'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ELYSIUM HEALTH FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED CANADIAN DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ELYSIUM HEALTH, AS APPLICABLE.

Elysium Health Products

ELYSIUM HEALTH EXPRESSLY DISCLAIMS ALL LIABILITY FOR CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION AND NON-COMPLIANCE WITH ANY PRINTED DIRECTIONS.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ELYSIUM HEALTH BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ELYSIUM HEALTH’S PRODUCTS, EVEN IF ELYSIUM HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ELYSIUM HEALTH’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT UPON WHICH A CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU SPECIFICALLY ACKNOWLEDGE THAT ELYSIUM HEALTH, 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.

IN NO EVENT WILL ELYSIUM HEALTH'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ELYSIUM HEALTH FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED CANADIAN DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ELYSIUM HEALTH, AS APPLICABLE.

Elysium Health Products

ELYSIUM HEALTH EXPRESSLY DISCLAIMS ALL LIABILITY FOR CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION AND NON-COMPLIANCE WITH ANY PRINTED DIRECTIONS.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ELYSIUM HEALTH BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ELYSIUM HEALTH’S PRODUCTS, EVEN IF ELYSIUM HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ELYSIUM HEALTH’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT UPON WHICH A CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ELYSIUM HEALTH AND YOU.

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ELYSIUM HEALTH, 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 SITE AND SERVICES; (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 SITE. IN SUCH A CASE, ELYSIUM HEALTH WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of New York of the United States of America without regard to its conflict of laws provisions.

Agreement to Arbitrate

TO THE EXTENT NOT PROHIBITED BY LAW, you and Elysium Health agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).

The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Elysium Health are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Elysium Health otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/Rules).

Arb... Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF... and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Elysium Health otherwise agree, the arbitration will be conducted in the city where the defending party resides. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Elysium Health submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Elysium Health will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Elysium Health will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose.

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section below, if Elysium Health changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Elysium Health’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Elysium Health in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

SOME JURISDICTIONS DO NOT ALLOW FOR MANDATORY ARBITRATION CLAUSES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU, in which case the competent courts in the State of New York of the United States of America shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with these Terms. Elysium Health and you hereby unconditionally waive the rights to a jury trial of any claim arising in any way in connection with these Terms.

Changes to Terms or Services

Elysium Health may revise, supplement or delete information, services and/or the resources contained in this Site and the Services and reserves the right to make such changes without prior notification to past, current or prospective visitors. For the avoidance of doubt, Elysium Health reserves the right at any time to change:

(i) the terms and conditions of these Terms of Use;

(ii) this Site or the Services, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through this Site or the Services or the hours that they are available;

(iii) any fees or charges, if any, related to the use of this Site or the Services; and

(iv) the equipment, hardware or software required to use and access this Site or the Services.

Any changes Elysium Health makes to these Terms of Use will be effective immediately upon notice, which Elysium Health may provide by any means including, without limitation, posting on this website. Your continued use of this Site or the Services after such notice will be deemed acceptance of such changes. Be sure to return to this Site periodically to ensure you are familiar with the most current version of these Terms of Use.

Miscellaneous

These Terms constitute the entire and exclusive understanding and agreement between Elysium Health and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Elysium Health and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

While Elysium Health endeavors to keep downtime to a minimum, Elysium Health cannot promise that this Site or the Services will be uninterrupted, secure or error-free. Elysium Health reserves the right to interrupt or suspend this Site or the Services, or any part thereof, with or without prior notice for any reason. You are solely responsible for obtaining and maintaining all Internet, computer hardware and other equipment needed to access and use this Site and the Services and that you shall be solely responsible for all charges and fee related thereto.

Elysium Health shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Site or the Services or other content from this Site. Elysium Health suggests that you take prudent action to protect yourself, such as installing appropriate anti-virus or other protective software.

You may not assign or transfer these Terms, by operation of law or otherwise, without Elysium Health’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Elysium Health may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Elysium Health under these Terms, including those regarding modifications to these Terms, will be given by Elysium Health: (i) via email to the email address you provide us via the Services; or (ii) by posting to the Site.

For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Elysium Health’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Elysium Health. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions or feedback about these Terms or the Services, please contact Elysium Health at [email protected].