PrehabMD Inc. (“Company”, “we”, “us”, “our”) is proud to offer our PrehabMD program:

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• We provide exercise, dietary, or other general information pertinent to physical and mental preparation for, and recovery from, surgical procedures.

• We offer information and guidance provided in written or video format with the help of our team of coaches.

• Our member programs are organized in four pillars - movement, recovery, nutrition and mindset.

• We also provide written and video content for friends and family members in a support program.

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Our program is offered through our web and/or application platform (the “PrehabMD Platform”). As a user who purchases, downloads, installs, registers with, accesses, or uses the PrehabMD program (“User”, “you” “your”), you accept and agree to be bound and comply with these Terms of Use (“Terms”) and, you acknowledge and agree to our “Privacy Policy” which is also made available to you and incorporated herein by reference. These Terms apply to the PrehabMD program and the PrehabMD Platform, as well as any materials that Company makes available to User or which User may access, use, or download from or through the PrehabMD Platform (collectively the “Company Materials”).

These Terms constitute a legal agreement and are entered into by and between each User and Company. If you do not agree to these Terms, you must not purchase, download, install, register with, access, or use the Company Materials.

(1) Limited license
 
Subject to User’s strict compliance with these Terms and the prompt payment of any fees requested upon download and/or by subscription to the PrehabMD Platform (the “Fees”), Company hereby grants User a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Company Materials as Company may supply or make available to from time to time. We reserve the right at any time and from time to time, to disable or terminate this license, User’s account, User’s access, User’s subscription, any username, password, or other identifier, whether chosen by User or provided by us, in our sole discretion for any or no reason. Upon any such termination by Company all rights, licenses, consents and authorizations granted to User hereunder will immediately terminate and User agrees to cease all use of the Company Materials.

(2) User Submissions
 
In order to provide the best possible service, the PrehabMD Platform may require certain inputs from you (“User Submissions”). Your User Submissions are what allow us to create your account and direct you to the content that is most applicable. Your User Submissions can also help determine if this program is right for you. That is why it is crucially important and a condition of your use of the PrehabMD Platform that all User Submissions you provide are correct, current, and complete. You are responsible for the information you submit to us, which we will rely on as correct, current and complete.

You hereby consent to our collection, use, reproduction, hosting, transmission and disclosure of such User Submissions in accordance with our Privacy Policy.

(3) Fees

You agree to remit all payment for Fees plus any applicable taxes without setoff or deduction. You hereby consent to our collection of ongoing Fees should you elect for automatic payments. We will from time to time change the applicable Fees in our sole discretion which will become effective at the time of update. Fees will be collected after the expiry of any free trial periods we may offer. There are no refunds after the processing of Fees.

(4) Disclaimer

The PrehabMD program is designed for those preparing for major surgery more than minor surgeries. It is well suited for:

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• Major abdominal or pelvic surgery - including bowel, bladder, prostate, ovaries or uterus;

• Cancer surgery;

• Esophageal or stomach surgery;

• Breast surgery;

• Large hernia repair;

• Major joint surgery like hip or knee replacement;

• Large cosmetic surgery; or

• Organ donation surgery.

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If you require a shorter surgery (such as gallbladder removal and small hernia repairs) our program could still offer you resources, in particular if you have a significant chronic medical condition, poor fitness level or poor nutritional habits. However, our program is less suited for minor surgery of less than 20 or 30 minutes duration, such as cataract surgery, small skin lesion removal, carpal tunnel surgery or a simple knee scope.

Our program is not designed for and would be unsuitable for:

 

• Those who require emergency surgery or hospital admission while waiting for their procedure;

• Those with an unstable life-threatening medical condition or who require end-of-life care;

• Anyone with significant cognitive impairments, such as moderate dementia or Alzheimer’s disease;

• Anyone with severe physical impairments, or who are immobile or bedridden;

• Anyone who is pregnant; or

• Those under the age of 18.

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We recommend you get approval from your health care provider before starting any home-based program to align with your health care strategy, especially if you are unsure if this program is right for you. Pre-approval from your health practitioner is strongly recommended if you are having surgery on your heart, lungs, brain, spinal cord, major arteries or receiving an organ transplant.

Generally all services and materials provided by PrehabMD Inc. are meant to be a resource for you and should not be used without the advice of your medical practitioner or relied on in whole or in part as a substitute or replacement for medical care. Nothing undertaken by PrehabMD Inc. constitutes the practice of medicine, and no doctor-patient relationship is formed by your access or use of our services or materials or any correspondence that you may have with the PrehabMD Inc. or any of its directors, officers, employees, agents, independent contractors or service providers (the “Company Group”). You should always refer directly to your medical practitioner for any advice, recommendations, or questions related to preparing for, undergoing, or recovering from any medical treatment or procedure, and if there is ever any inconsistency between information provided through our platform and the treatment plans received from your medical practitioner you should adhere to the medical advice provided by your medical practitioner.

By participating in our program you hereby expressly waive and release Company Group from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, fees (collectively “Claims”) which you have, or may have in the future, against the Company Group, on account of injury, illness, disability, death, or property damage arising out of or attributable to my access and use of services and materials offered in connection with the PrehabMD program. You covenant not to make or bring any such Claim against the Company Group, and forever release and discharge the Company Group under any of such Claims. Without limiting the forgoing, under no circumstance will the Company Group be liable for any Claim in connection with your participation of the PrehabMD program in any amount that is greater than any aggregate amount of any amounts paid by you for participation on the program in the six (6) months preceding any Claim.

You acknowledge that that you are voluntarily participating in accessing and using the PrehabMD program with knowledge of the dangers involved including, but not limited to, foreseen or unforeseen physical injury resulting from any exercise, movement, or program included in the program, and you assume such risks voluntarily. You agree and understand that you are solely and fully responsible for obtaining your own medical or other advice or recommendations prior to participation in our program. You hereby agree to accept and assume all risks of injury, illness, disability, death, or property damage arising from engaging in use or access to the PrehabMD program, whether caused by the negligence of the Company Group or otherwise. By participating, you acknowledge that you are voluntarily giving up substantial legal rights (on your behalf and behalf of your heirs, executors, administrators and next of kin), including the right to sue the Company Group.

(5) No Representations and Warranties

All Company Materials are provided on an “as is” and “as available” basis, without any warranties 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. Company Group does not make any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Company Materials. Without limiting the foregoing, the Company Group does not represent or warrant that the Company Materials will be accurate, reliable, error-free, or uninterrupted, or that defects will be corrected.

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(6) Intellectual Property Rights and Ownership

Subject to the limited license granted to you in section (1) , you understand and agree that the Company Materials and their 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 Company and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action. © 2022 PrehabMD Inc. All rights reserved.

You may only use the Company Materials for your personal and non-commercial use and you shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, reverse engineer, publicly display, publicly perform, republish, download, store, or transmit any of the Company Materials, in any form or medium whatsoever except: (i) your mobile device may store a copy of the PrehabMD Platform to be used in accordance with the limited license in section (1); and (ii) a reasonable number of copies of Company Materials may be printed for personal use only, provided any proprietary notices remain intact.

(7) Third Party Locations and Materials
 
For your convenience, the PrehabMD Platform may provide links or pointers to third-party locations. We make no representations about any other content that may be accessed from the PrehabMD Platform. If you choose to access any such content you do so at your own risk. We have no control over any such third-party content 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 of use for such third-party sites. All statements and/or opinions expressed in any such third-party content are solely the opinions and the responsibility of such third-party author. Such third-party content does not necessarily reflect the opinion of Company, even if accessed by User through the PrehabMD Platform. Any third-party materials that are embedded within or accessible through the Company Materials shall be accessed by the User through and in accordance with the restrictions applicable to any third-party licenses.

(8) Governing Law and Jurisdiction

The Company Materials and these Terms will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location. Any action or proceeding arising out of or relating to the Company Materials under these Terms 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. Company is based in Ontario, Canada. The Company Materials are not intended for use in any jurisdiction where its use is not permitted.

(9) Modifications to the Terms and content
 
We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Company Materials. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these Terms. These Terms were last updated September 2022.
 
(10) General
 
No waiver under these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms 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 (or part thereof) of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. These Terms shall not constitute or be considered to create a partnership, joint venture, agency, physician/patient, or employer/employee relationship or any relationship of exclusivity between Company or any User. The Terms and our Privacy Policy together with any other policies provided by Company in connection with the PrehabMD Platform (as each may be updated or amended from time to time in accordance with their terms) constitute the sole and entire agreement between Users and Company regarding the subject matter herein. User confirms that User is at least 18 years of age and if not shall cease use of the Company Materials. User has read and understood these Terms.