PROHARA INC. 

TERMS AND CONDITIONS

 

ProHara Inc. (“ProHara”) has agreed to provide the Services to the Client, on the following terms and conditions.  

1. Definitions:

 

a) “Agreement” means these Terms and Conditions, the Privacy Policy, and any additional contract for Services entered into by the Client and ProHara, if applicable;  

 

b) “Client”, or “you”, means the client who is using the Services;

 

c) “Modules” means the online accessible training modules offered on the Website, and

“Module” means any of the Modules; 

 

d) “Module Materials” means any of information, documents, or other materials in whatever form provided to the Client through access to the Modules; 

 

e) “Privacy Policy” means the policy found on the Website that addresses ProHara’s treatment of Clients’ personal information;

 

f) “ProHara Parties” means ProHara, its affiliates, directors, officers, employees, agents and representatives;

 

g) “Proprietary Materials” means information and materials prepared and owned by ProHara and used in the provision of Services, including without limitation the Module Materials; 

 

h) “Services” means the customer service accessibility training provided through training Modules by ProHara through the Website, and the general access to and use of the Website;  

 

i) “Terms and Conditions” means these terms and conditions; 

 

j) “Third Party Content” means content and information created or provided by any party that is not ProHara which is accessible through the Website; 

                    

k) “Website” means www.prohara.com.

2. Acceptance of Terms and Conditions: Use of the Services, which for avoidance of doubt includes accessing the Website and any of the content or links contained therein for any purpose whatsoever, including paid services, free services, or for informational purposes, is subject to these Terms and Conditions.  If you do not accept these Terms and Conditions or any updates thereto, you must NOT use the Services.   

3. Changes to Terms and Conditions: We reserve the right to update these Terms and Conditions from time to time.  The current version of the Terms and Conditions will be available on the Website at all times and it is your responsibility to regularly review these Terms and Conditions and be aware of any changes thereto.  If any material changes are made, notice will be posted on the home page of the Website.        

4. Intended Clients: The use of the Services is intended for adult individuals or businesses in Canada.  The information provided through the Services is specific to Canadian laws, rules and regulations and personal information is subject to the Privacy Policy which is in governed by Canadian laws. ProHara makes no representation that the Services are appropriate or available for use outside of Canada.  Anyone that accesses the Website does so on their own initiate and shall be responsible to ensure compliance with appliable laws.  

5. Services: The Services provided by ProHara are through access to the Website generally and/or through the purchase of one or more Modules. A separate contract for Services may be entered into between the Client and ProHara, and if applicable, the terms thereof will prevail over these Terms and Conditions in the event of any inconsistency.   

6. Fees and Payment: The Client shall pay the fee and any applicable value-added tax, associated with the Module(s) that it wishes to access. Payment shall be made by way of credit card, e-transfer, or any other method approved by ProHara in advance of being granted access to the Modules. No refund or cancellations are permitted once payment is made.       

7. Authorized Users: Each Client is individually granted access to the Module for themselves only and shall not otherwise use, reproduce, transmit or distribute any of the Module Materials to any other person.  Login credentials are individual to each Client and shall not be shared with any other person. 

8. No Guarantees, Warranties or Representations for Services or Website: 

a) Services: ProHara does not guarantee any particular outcome or result from use of the Services.  No representations, verbally or in writing, have been made by ProHara regarding the Services. ProHara makes no guarantee about the completeness or accuracy of the information provided through the Services.  ProHara shall not be liable for errors or omissions in the information provided through the Services. The information provided through the Services is for general educational information purposes only. ProHara does not warrant the accuracy, completeness, or usefulness of this information.  ProHara makes every effort to maintain the Services in as up-to-date manner possible; however, due to the evolving nature of the laws, rules and regulations governing the subject matter no guarantee is made to the completeness of the information or that it will be error and omission free. 

b) Website: Without limiting the generality of the foregoing, ProHara does not guarantee the availability or security of the Website. ProHara reserves the right to amend or withdraw portions of the Website from time to time and access may be temporarily restricted. The Website may be updated from time to time; however, the information is not necessarily complete or current and we are under no obligation to remove any potentially out-dated information. Reliance on the information is strictly at the Client’s own risk.  No representation has been made regarding the completeness, security, reliability, quality, accuracy or availability of the Website.  No guarantee or warranty has been made that the Website or the content will be accurate, reliable, error-free or uninterrupted, that any defects will be corrected, that the Website or the server that makes it available are free of viruses or other harmful components.  You are solely responsible for implementing sufficient safeguards.  ProHara is not responsible for any loss or damage caused by your use of the Website which is strictly at your own risk.  The Website and all content and information is provided on an ‘as is’ basis without any warranties of any kind, express or implied.  To the fullest extent permitted by law, ProHara disclaims any warranty of any kind whatsoever regarding the Website and its content.      

9. Waiver of Liability and Indemnity: 

a) Waiver of Liability: To the fullest extent permissible by law, you agree to release and discharge the ProHara Parties from any and all claims, losses, or causes of action arising out of ProHara’s provision of Services and your use of Services for any cause whatsoever.  ProHara shall not be liable for damage or loss of any kind in connection to the Client’s use, or inability to use, the Services, including any direct, indirect, special, incidental, consequential damages (including, without limitation loss of profits). 

b) Indemnity: You agree to indemnify and hold harmless the ProHara Parties from all actions, proceedings, claims, damages, and costs (including legal fees on a solicitor-client basis) arising in any way associated with your use of the Services.  

c) Third Party Content: You may access advice, information, and programs prepared by a third party through the Website.  The Third Party Content is solely the responsibility of the person or entity that has created the Third Party Content.  ProHara disclaims any liability whatsoever with respect to the Client’s use of Third Party Content.  

d) Survival: This Section shall survive the termination of Services and shall be binding on the Client’s heirs, next of kin, executors, administrators, successors and assigns.  

10. Intellectual Property: The Client acknowledges that Proprietary Materials accessible through the Website and use of the Services are subject to intellectual property rights.  ProHara retains ownership to all the intellectual property in the Proprietary Materials provided on the Website and through use of the Services.  The Client has been granted a temporary, non-transferable licence to use the Proprietary Materials.  There is no implied licence to reproduce, sell or otherwise distribute the Proprietary Materials.  The Client shall not modify, delete copyright notification, or distribute Proprietary Materials for any commercial purpose. Third Party Content is also subject to intellectual property rights of the third party creator.  The Client shall only be permitted to use the Proprietary Materials and Third Party Content for the purpose stated herein and shall not reproduce, distribute or use the Proprietary Materials or Third Party Content for any other purpose.  If the Client violates this Section, or ProHara has reason to believe that a violation may occur, ProHara shall be entitled to seek injunctive relief to prohibit any breach of this Section.  

11. Privacy Policy: Clients’ personal information is collected, stored and used in accordance with ProHara’s Privacy Policy which can be found on the Website. Access to the Website and/or some of the resources it offers, may require certain registration details or other information.  It is a condition of your use of the Website that all information you provide is current, accurate and complete. If a username and password are required, you are obligated to keep the information secure, and not share your login information with any other party.  You shall notify us of any unauthorized access to, or use of, your login information.  

12. Acceptable Use of Website:  The Website is only to be used for the intended purpose in accordance with these Terms and Conditions. You are prohibited from using the Website:  

a) in any way that violates any applicable federal, provincial, local or international law or regulation; 

 

b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; 

 

c) to transmit, or procure the sending of, any advertising or promotional material, including any ‘junk mail’, ‘chain letter’, ‘spam’ or any other similar solicitation; 

 

d) to impersonate or attempt to impersonate ProHara or an employee of ProHara, or another user, or any other person or entity (including, without limitation by using email addresses, or screen names associated with any of the foregoing); 

 

e) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which may harm ProHara or users of the Website or expose them to liability; 

 

f) in any manner that could disable, overburden, damage, or impair the site or interfere with  any other party’s use of the Website, including their ability to engage in real time activities through the Website; 

 

g) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; or

 

h) use any manual process to monitor or copy any of the material on the Website without prior written consent. 

13. Termination: We reserve the right to terminate your use of the Services immediately in the event you fail to comply with any term or condition in the Agreement. 

14. Client’s Comments and Concerns:  Any requests for information, assistance, or technical support shall also be submitted to inclusion@prohara.com.   

15. Force Majeure: To the extent the performance by either party is prevented by a circumstance beyond its control (a “force majeure”) including, without limitation, an act of God, inevitable accident, pandemic or epidemic, storm, flood, fire, earthquake, explosion, peril of navigation, hostility, act of terrorism, war (declared or undeclared), insurrection, riots, sabotage, rebellion, industrial strikes, lockouts or other industrial action, executive or administrative order or act of either general or particular application of any government, whether de jure or de facto, or any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property or other reason of a like nature which is not the fault of the party delayed in performing work or doing acts required under the terms of the Agreement, then performance of such term, covenant or act is excused for the period of the delay and the party so delayed shall not be liable to the other for damages.  If such circumstance occurs, the party affected shall notify the other of the nature and impact of the force majeure on the parties, and shall resume performance as soon as possible, and the time for performance of the various terms of the Agreement shall be extended by an amount of time equal to the delay caused by the force majeure.  Lack of funds or lack of markets is not a circumstance of force majeure and the provisions of this Section do not operate to excuse the Client from the prompt and timely payment of any Payments required by the Agreement.

16. Waiver: No failure or delay by ProHara in enforcing any right or remedy in these Terms and Conditions will be construed as a waiver or limitation of any future exercise of such right or remedy.

17. Severability: If any portion of hereof is deemed by any court of competent jurisdiction to be illegal or unenforceable, such provision shall be severed and the remaining provisions of this Agreement will remain in full force and effect.

18. Survival: Upon the conclusion of the Services, any provision which expressly provides, or in the context implies, shall continue in force and effect after the termination of the Services, or the contract under which the Services are provided.  

19. Governing Law and Jurisdiction:  The use of the Services, including the Website, and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the Parties irrevocably attorn to the jurisdiction of the Courts of the City of Calgary, in the Province of Alberta in respect of any matter arising out of these Terms and Conditions, or the Services.

20. Entire Agreement: The Agreement constitutes the entire agreement regarding the subject matter contained herein and supersede all prior written and oral representations.