These terms and conditions of use for sparrowhealth.ca constitute a legal agreement and are entered into by and between all users, including patients and health care provider(s) (“User”, “you”) using sparrowhealth.ca and SPARROW HEALTH INC. (“Sparrow,” “we,” “us,” “our“). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference and any agreement entered into between you and Sparrow (collectively, these “Terms and Conditions“), govern your access to and use, including any content, functionality, and services offered on or through sparrowhealth.ca (“Sparrow Health”).

BY USING SPARROW HEALTH, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE SPARROW HEALTH.

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of Sparrow Health. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on sparrowhealth.ca, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of Sparrow Health is restricted to users or unavailable at any time or for any period.

The security of the personal information and personal health information provided to Sparrow Health is very important to us. We use physical, electronic, and administrative measures designed to secure all personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to Sparrow Health. Users are required to ensure that all persons who access Sparrow Health through a user’s internet connection are aware of these Terms and Conditions and comply with them. Sparrow Health, including content or areas of Sparrow Health, may require user registration. It is a condition of your use of Sparrow Health that all the information you provide on Sparrow Health is correct, current, and complete.

Unfortunately, the transmission of information via the Internet is not completely secure. We will use reasonable efforts to protect the security, confidentiality and integrity of all personal information and personal health information that is provided to Sparrow Health. We will observe and carry out all of our obligations under applicable law, these Terms and Conditions and our Privacy Policy. We cannot guarantee the security of information transmitted to our website. We are not responsible for circumvention of any privacy settings or security measures contained on Sparrow Health.

Any username, password, or any other piece of information chosen by the User or provided to the User as part of our security procedures, must be treated as confidential, and must not be disclosed to any other person or entity. You understand and agree that should you be provided an account, your account is for use by the User only and you agree not to provide any other person or entity with access to Sparrow Health or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.

You are prohibited from attempting to circumvent and from violating the security of Sparrow Health, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting website owner’s ability to monitor Sparrow Health; (f) using any robot, spider, or other automatic device, process, or means to access Sparrow Health for any purpose, including monitoring or copying any of the material on Sparrow Health; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking Sparrow Health via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of Sparrow Health.

You understand and agree that Sparrow Health and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Sparrow, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Sparrow name and logo and all related names, logos, product and service names, designs, images, and slogans are trademarks of Sparrow or its affiliates or licensors. You must not use such marks without the prior written permission of Sparrow. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on Sparrow Health are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

If you print off, copy or download any part of our website in breach of these Terms and Conditions, your right to use Sparrow Health will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to Sparrow Health or to any content on Sparrow Health, and all rights not expressly granted are reserved by Sparrow. Any use of Sparrow Health not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

As a condition of your access and use, you agree that you may use Sparrow Health only for lawful purposes and in accordance with these Terms and Conditions. Any and all content, material, and information a user submits, posts, publishes, displays, or transmits to Sparrow Health, must be accurate, correct current and complete and must comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service. You understand and agree that you, not Sparrow nor Sparrow’s subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any all content, material and information you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any content, material or information submitted by you or any other user of Sparrow Health.

Sparrow has the right, without provision of notice to:

• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of Sparrow Health. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using Sparrow Health.
• Terminate or suspend your access to all or part of Sparrow Health for any or no reason, including, without limitation, any violation of these Terms and Conditions.

YOU WAIVE AND HOLD HARMLESS SPARROW ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY SPARROW RELATING TO ANY, INVESTIGATIONS BY EITHER SPARROW OR BY LAW ENFORCEMENT AUTHORITIES.

By submitting your personal information and using our Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at PRIVACY POLICY, as we deem necessary for use of Sparrow Health and provision of services.

By using Sparrow Health you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of Sparrow Health may not function adequately.

For your convenience, Sparrow Health may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from Sparrow Health. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

All orders, purchases or transactions for the sale of goods or services made using Sparrow Health are subject to the terms and conditions of sale, found at TERMS AND CONDITIONS OF SALE also incorporated into these Terms and Conditions.

Sparrow Health is based in Ontario in Canada. We provide Sparrow Health for use only by persons located in Canada. Sparrow Health is not intended for use in any jurisdiction where its use is not permitted. If you access Sparrow Health from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF SPARROW HEALTH, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH SPARROW HEALTH IS AT YOUR OWN RISK. SPARROW HEALTH, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH SPARROW HEALTH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER SPARROW NOR SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF SPARROW HEALTH OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER SPARROW NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT SPARROW HEALTH, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH SPARROW HEALTH WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR SPARROW HEALTH WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF SPARROW HEALTH AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF SPARROW HEALTH OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH SPARROW HEALTH OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL SPARROW NOR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, SPARROW HEALTH, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Sparrow Health, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions or your use of Sparrow Health, including, but not limited to, your submissions to Sparrow Health, third-party sites, any use of Sparrow Health’s content, services, and products other than as expressly authorized in these Terms and Conditions.

Sparrow Health and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to Sparrow Health and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.