INNOVAIR MEDICAL LIMITED

TERMS AND CONDITIONS OF REMOLOGIE SUBSCRIPTION

Innovair Medical Limited and/or its affiliates (collectively, “Innovair”, “we”, or “us”) provide services, products, and features to you when you use the Remologie subscription service (collectively, “Remologie”), including without limitation when you make use of any technology, products, software, or services of Innovair, whether tangible or intangible, through the https://remologie.ca/ website offered by Innovair.

PLEASE READ THIS AGREEMENT (this “AGREEMENT”) CAREFULLY. BY USING REMOLOGIE YOU AGREE TO BE BOUND BY THIS AGREEMENT.   IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE REMOLOGIE.

1. BACKGROUND

1. Remologie provides physician-approved sleep apnea testing, CPAP supplies and equipment delivered right to your door based on a subscription model. Remologie’s subscription program makes it easy for you to get the supplies and equipment you need, when you need it, along with providing you access to community support, wellness resources, discounts and more.

2. Subscription Options. There are two (2) subscription options for Remologie:

• Starter Subscription - Delivery of one (1) box of CPAP equipment per year including masks, cushions, tubes, filters and more as selected by you and recommended by experts; and two (2) free appointments per year with sleep therapists, loyalty discounts and exclusive access to upgrades, discounts and promotions.

• Premium Subscription - Delivery of four (4) boxes of CPAP equipment per year including masks, cushions, tubes, filters and more as selected by you and recommended by experts, and two (2) free appointments per year with sleep therapists, loyalty discounts and exclusive access to upgrades, discounts and promotions.

3. In this Agreement:

• “Account” means your subscription account to Remologie, represented by your unique Username and Password, which allows you to utilize Remologie.

• “Password” means the initial code provided by Innovair and which you subsequently create or change that, in combination with the Username, allows you to access your Account.

• “You” or “Your” or similar terms means the person accessing or using Remologie.

• “Your Data” means any data, information or materials gathered, compiled, uploaded, created, written, entered, amended, or otherwise authored by you using Remologie, but does not include information or other data that is proprietary to Innovair.

1. AVAILABILITY OF REMOLOGIE

Remologie is available to individual residents of Canada except residents of Quebec. You must have a valid Canadian shipping address to be eligible to use Remologie. Remologie is not available to organizations, groups, retailers or companies. Products and equipment purchased using Remologie are intended for personal use and may not be resold or redistributed in any way.

1. YOUR ACCOUNT

1. Username and Password. You will be required to adopt a user log-on identification (“Username”) and Password in order to use Remologie. You are solely responsible for maintaining the confidentiality of your Username and Password and agree to use reasonable efforts: (i) to protect the security of your Username and Password; and (ii) not to disclose any Username or Password to any person. For greater certainty, you are solely responsible for all usage of and activity on your Account or by users using your Username and Password, including without limitation, all orders processed through your Account. Innovair will not be responsible for any unauthorized use of your Username or Password. You agree to immediately notify Innovair in writing of any loss, unauthorized disclosure or actual or suspected unauthorized use of your Account.

2. Account Suspension. Innovair may suspend, cancel or otherwise limit access to your Account if there is suspicion of fraudulent or illegal activity, abuse, misuse, error, or sharing an Account across multiple users.

1. FEES AND PAYMENTS

1. Payment must be made through use of a valid credit card. Innovair reserves the right to change, or to stop accepting, any permitted payment method at any time in its sole discretion. You agree that Innovair may charge your credit card in the amount of your product orders, and for any additional amounts (including any applicable taxes) as may be accrued by or due in connection with your use of Remologie.  

2. Payment Schedule. You will receive a box with your selected products at the designated delivery interval based on the subscription option selected and will be billed on a monthly basis in twelve (12) equal monthly payments.

3. Payment Processor. You specifically acknowledge that Innovair uses a third party payment processing service (Stripe, Inc.) in connection with Remologie. You consent to the collection and use of Your Data (including, if applicable, personal information) by such payment processing service as necessary to process your payments. You can learn more about Stripe, Inc.’s privacy policy here: https://stripe.com/en-ca/privacy.

4. Consequences of Non-Payment or Delayed Payment.  Failure to make prompt payment of any fee outstanding in respect of your use of Remologie shall result in you being in default under this Agreement and Innovair may suspend or terminate this Agreement and your Account unless you have provided and Innovair has accepted alternative payment terms within ten (10) days of notice of default. Any amounts overdue by more than thirty (30) days will be referred to Innovair’s accounts receivable department or may be, at our sole option, sent to collections and you agree to reimburse Innovair for any and all expenses in connection with Innovair’s collection efforts including reasonable attorney's fees, and costs associated with any compromises and judgments arising therefrom.

5. Accuracy of Payment Information. You are responsible to keep all of your information current and accurate in your Account, including your payment and contact information.

6. All pricing is in Canadian Dollars (CAD) and any reference to “$” is a reference to Canadian Dollars (CAD).

1. PRIVACY AND DATA

1. Privacy Statement. Innovair is committed to respecting the confidentiality and privacy of personal information. Any collection, use or disclosure of personal information by Innovair is subject to the Innovair’s Privacy Policy, a copy of which can be found at https://remologie.ca/privacy-policy/ which Privacy Policy is hereby incorporated by reference.

2. Data Security and Integrity. You shall have sole responsibility for the accuracy, currency, quality, integrity, legality, reliability, and appropriateness of all of Your Data and Innovair shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store, monitor or transmit any data. Innovair shall not be responsible for adequate security, archival and/or back-up procedures on your behalf.

1. INTELLECTUAL PROPERTY

1. All Rights Reserved. Innovair owns and shall own all right, title and interest, in and to Remologie and all associated trade-marks, copyright, and other applicable intellectual property rights (collectively, “Innovair IP”). Nothing in this Agreement transfers any such intellectual property rights to, or vests any such intellectual property rights in the Innovair IP, to you or any user. You will not take any action to jeopardize, limit or interfere with the Innovair IP.

2. Your Ownership and License to Use Your Information. You shall own all right, title and interest in and to Your Data, provided that, to the extent required to provide Remologie, you grant to Innovair, a perpetual, unlimited, irrevocable, royalty-free, worldwide, non-exclusive, transferable license permitting Innovair to collect, use, reproduce, adapt, modify, copy, run, bundle, create derivative works of, transmit, display and distribute Your Data for such purposes. Innovair may access your Account, including Your Data, to respond to service or technical problems or as stated in this Agreement. Innovair will not monitor, edit, or disclose any information regarding your Account, including any of Your Data, except in accordance with this Agreement, applicable laws, or at the direction of legal authorities.

1. TERM AND TERMINATION

1. This Agreement shall commence on the date you accept this Agreement in accordance with the procedures outlined herein, and shall continue for one (1) year after which this Agreement, and consequently your Remologie subscription, shall automatically renew for additional one (1) year terms at the then current pricing and on the same terms and conditions unless either party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (collectively, the "Term").

2. Cancellation by You. Subject to your payment of the Cancellation Fee (as such term is defined below) your Remologie subscription and this Agreement may be cancelled by you at any time. You will continue to have access to Remologie for the remainder of the then-current monthly Term.

3. Termination by Innovair. Innovair may, in its sole discretion, terminate or suspend Remologie, your Remologie subscription, or this Agreement at any time for any reason by providing you with thirty (30) days’ prior written notice to the email account that you submitted in connection with your subscription, or immediately upon the occurrence of any of the following: (i) your failure to pay any amount when due; (ii) your breach of any material term of this Agreement; or (iii) your involvement in any activity likely to undermine the business or reputation of Innovair or the usability, functionality or performance of Remologie.

4. Consequences of Termination. Termination of your Account includes deletion of your Username, Password, and all related information and files associated with or inside your Account within a reasonable time following termination provided, however that Innovair may retain information if necessary to comply with Innovair’s legal obligations, including resolving disputes and enforcing agreements.

1. CANCELLATIONS; CHANGES AND RETURNS

1. You may cancel your Remologie subscription at any time during the Term subject to your payment of a cancellation fee (the “Cancellation Fee”):

1. for Starter Subscriptions - a cancellation fee which is equal to the product of the monthly subscription cost multiplied by the number of months left in the Term;

For illustrative purposes only, below is an example of the Cancellation Fee payable for a Starter Subscription with a total box cost of $300.

1. for Premium Subscriptions:

1. for a cancellation in months 1 through 10, a cancellation fee which is equal to the product of the monthly subscription cost multiplied by three (3) plus a cancellation penalty of twenty (20%) percent;

[(A x 3)+ 20%] = C

1. for a cancellation in month 11, a cancellation fee which is equal to the product of the monthly subscription; and

(A) = C

• for a cancellation in month 12 - no Cancellation Fee.

For illustrative purposes only, below is an example of the Cancellation Fee payable for a subscription cost of $47.81 per month.

2. Changes to Your Subscription. You may make changes or alterations to your Premium Subscription at any point during the Term with such changes being reflected in your next quarterly delivery. No changes may be made to a Starter Subscription once it has been ordered.

3. The products and equipment sold and received by you through Remologie are non-returnable and non-refundable.

1. SHIPPING

Standard shipping is our default shipping method. Under this option we will Canada Post to ship your package. Shipping costs will be determined based on the total cost of your order. Most orders placed before 3:30 p.m. (Central time) Monday through Friday will be shipped within one to three business days. We make every effort to ship our packages as soon as the order is received, but certain items may take longer. You will be notified as soon as your order ships via email. We will include any tracking information available. Please note we are unable to deliver products to P.O. Boxes.

1. WARRANTY AND DISCLAIMER

1. General Warranty Disclaimer. Remologie is provided on an “as-is” and “as available” basis, and Innovair does not guarantee that Remologie will be provided without interruption or be error free. Innovair does not give any warranties, guarantees, representations or conditions, whether express, implied, statutory or otherwise (including, without limitation, any implied warranty of merchantability, functionality of Remologie, fitness for a particular purpose, including, without limitation, the appropriateness of any product or equipment for the treatment of your condition which responsibility shall always be yours, accuracy of data, compliance with any description, or non-infringement of third party rights) with respect to Remologie and all such warranties are hereby disclaimed to the maximum extent permitted by applicable law. 

2. Product Warranties. Certain products and equipment sold through Remologie may come with a manufacture’s standard warranty. Warranty claim decisions are solely at the discretion of the specific manufacturer. You are encouraged to refer to the documentation provided by the manufacturer for specific details in respect of any warranties. Innovair provides no warranties of any sort on any products or equipment sold through Remologie but may assist you in processing warranty claims directly with the manufacturer. Certain repair and maintenance services are available on products for an additional charge.

1. LIMITATION OF LIABILITY AND INDEMNITY

1. Exclusion of Liability. To the maximum extent permitted by applicable law, Innovair shall not be liable to you or any third party for any direct (except as provided in Section K.2 below), indirect, special, incidental, punitive, or consequential damages whatsoever or for any loss of reputation or goodwill, loss of confidential or other information or for any injury or loss of life arising out of or in any way related to this Agreement, your Account, your use of or inability to use Remologie or your use or inability to use any products or equipment purchased through Remologie. This exclusion includes any liability that may arise out of third party claims against you or Innovair.

2. Maximum Liability. Notwithstanding Section K.1 above, the aggregate liability of Innovair for all claims of any kind whether based in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, or resulting in connection with this Agreement, from the performance or breach thereof, from the provision of Remologie, or from the supply of products through Remologie will in no case exceed the amount actually paid, if any, by you under this Agreement to use Remologie in the year in which the claim arose.

3. You hereby agree to defend, indemnify, and hold harmless Innovair, its affiliates and all of their respective officers, directors, employees, agents, representatives and assigns, from and against any and all claims, demands, actions, proceedings, liabilities, judgments, penalties, taxes, and all costs, liabilities and expenses (including, without limitation, reasonable legal fees) arising out of or relating to your use of Remologie, your use of any products or equipment purchased through Remologie, your Account, Username, Password, or that may be incurred by Innovair arising out of, or relating to, your use of Remologie, your violation of this Agreement, your misuse or illegal use of Remologie or any products and equipment purchased through Remologie, applicable law or rights of any third parties (including intellectual property rights), your failure to comply with applicable laws and regulations, or your gross negligence or willful misconduct. This defense and indemnification obligation shall survive the termination of this Agreement.

1. GENERAL

1. Assignment Prohibited. You may not assign or otherwise transfer this Agreement or the rights granted hereunder without the prior written consent of Innovair. Notwithstanding the foregoing, Innovair may, at its sole discretion, assign or transfer this contract or any of its rights hereunder to any third party, without giving prior notice.

2. Modifications to Agreement. Innovair may amend the terms and conditions of this Agreement and you acknowledge and agree that if your continued use of Remologie after the date of such change will constitute your acceptance of the updated terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on Innovair unless executed by Innovair in writing.

3. Each provision of this Agreement is intended to be severable and if any provision is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such provision shall be severed from this Agreement and will not affect the legality or validity or enforceability of the remainder of this Agreement or any other provision hereof and the Agreement shall be construed, as nearly as possible, to reflect the intentions of the severed provision(s) to the extent possible under applicable law.

4. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without reference to the principles of conflicts of law. You irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of Manitoba with respect to any adjudication of rights hereunder, without regard to its conflict of laws provisions.

5. No Waiver. Innovair’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any of these terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Innovair reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions, agreements, or interactions with Innovair.

6. All notices, requests and other communications required or permitted to be given to you under this Agreement will be given by e-mail or posted on Remologie website. You are solely responsible for keeping your Account contact information current. All notices, requests and other communications required or permitted to be given by you to Innovair will be given in writing by registered mail to Innovair Medical Limited, 150 McPhillips Street, Winnipeg, Manitoba R3E 2J9 and shall be deemed to have been received by Innovair on the fifth (5^th) business day after its mailing.

7. This Agreement shall enure to the benefit of and be binding upon you and Innovair and each party’s respective heirs, administrators, legal representatives, successors and permitted assigns, as applicable.

8. Entire Agreement. This Agreement, together with the Privacy Policy and Website Terms of Use https://remologie.ca/privacy-policy/ and https://shop.remologie.ca/terms-conditions constitutes the entire agreement between the parties hereto and supersedes all other prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof.

9. Should you have any questions concerning Remologie or this Agreement, please contact Innovair at (204)786-2727 or support@remologie.com.

Last updated on December , 2021.