Terms of Use

Last revision: December 20, 2023

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Momentum Health Inc. ("Momentum", "we", "us", or "our") provides the website https://momentum.health/ (the "Site"), our Momentum Spine device, an optical contour sensing mobile application (the "App"), the Services (as defined below) software, data, content, information, tools, functionality, updates, and similar materials delivered or provided by us (collectively, the "Platform") whose access and use are governed by these Terms of Use.

Our App, which is designed to quantify asymmetries, evaluate body angles, and curvature related to postural irregularities, including scoliosis, serves two distinct application scenarios, for individuals aged 8 years and older:

Over the counter service: where the App is directly accessible to lay users ("Lay Users"), functioning as a screening and monitoring tool for assessing spinal asymmetries (the "OC Services").
Healthcare professional screening service: where the App is available for patients ("Patients") through a recommendation from a healthcare professional or provider ("Healthcare Professional") within the context of a medical consultation (the "HPS Services", and together with the OC Services, the "Services").

By accessing or using (or in the case of the App, downloading and installing the App, from the Apple App Store, Google Play Store, or similar outlet (each, an "App Store"), onto your computer or device(s)) our Service, either as a Lay User, Patient or a Healthcare Professional, you agree to be bound by these Terms of Use and other applicable terms and conditions including, in the case of Healthcare Professionals, the terms and conditions of a separate agreement between Momentum and either you or the organization (hospital, clinic, etc.) you are affiliated with (a "Service Contract"). As a Healthcare Professional affiliated with such an organization, you acknowledge that your access to and use of the HPS Services is conditional upon the existence of a Service Contract. For the purposes of this Agreement, if you are an employee, agent, or other representative of a company or an organization, "you", "your", and similar terms shall refer to such entity (as applicable) and you hereby represent that you are authorized to legally bind such entity to the terms of this Agreement.

These Terms of Use contain provisions that have legal implications and constitute a legal contract between you, as a Lay User, Patient or Healthcare Professional, and Momentum. You understand that by checking the "agree" box for these Terms of Use and/or any other forms or methods of legal acceptance presented to you on the Platform you are agreeing to these Terms of Use and that such action is the equivalent of a signature.

IF YOU DO NOT WISH TO BE BOUND BY ANY OF THESE TERMS OF USE, YOU MAY NOT USE THE PLATFORM.

The following additional terms are hereby incorporated by reference into these Terms of Use as if fully set forth herein:

Privacy Policy
Copyright Policy
Complaint Policy (including Trademark and Privacy)

1. Legal Relationship

OC Services

Lay Users have direct access to the App as a screening tool for their personal use. As such, Lay Users are considered clients of Momentum and may use the App in accordance with the Terms of Use.

The Lay Users' rights and obligations vis a vis Momentum, and Momentum's rights and obligations vis a vis the Lay Users are exclusively set out in these Terms of Use and in applicable laws whose effect cannot be legally waived.

HPS Services

Momentum is retained as a service provider by independent Healthcare Professionals or healthcare organizations (e.g., hospitals, clinics, etc.), to provide the HPS Services in connection with their delivery of healthcare services to their Patients. In this context, the Healthcare Professionals and healthcare organizations remain fully responsible for all healthcare services provided to their Patients including, where applicable, providing access to the HPS Services, interpretation of the results, diagnostic decisions and medical recommendations. The Patients' rights and obligations vis a vis Momentum, and Momentum's rights and obligations vis a vis the Patients are exclusively set out in these Terms of Use and in applicable laws whose effect cannot be legally waived.

2. Not for Medical Advice or Emergencies

We do not provide medical advice, or medical, emergency, time sensitive, urgent, remote, or critical care services and should not be used during a medical emergency. If you think you have a medical emergency, call 911 or go to the nearest open emergency room immediately. Those accessing the materials appearing on the Platform should not act upon them without first seeking relevant medical advice, as these materials are general in nature, and may not apply to your circumstances. The Platform should not be used as a substitute for consultation with a professional adviser or physician.

3. Not Medical or Professional Advice

OC Services

The Momentum App provides you with information intended to quantify asymmetries, evaluate body angles, and curvature related to postural irregularities, including scoliosis. It is designed to serve as a screening tool and should not be used as a definitive diagnostic tool or as a replacement for a physician's professional opinion. The information provided through the App is not a substitute for medical advice, and you should not rely on it for medical diagnosis, assessment, or treatment. Your reliance on any information provided by us or available on the App is at your own risk.

Always consult with your physician or another qualified healthcare provider for any questions or concerns regarding your personal health, medical conditions, medications, and before initiating or discontinuing any treatment, drug, or medication. Do not disregard, avoid, or delay seeking medical advice from your physician or other qualified healthcare professional based on any information you may have received or obtained through the App.

HPS Services

The Healthcare Professionals who use Momentum to remotely monitor and interact with Patients through our App are professionals that are not affiliated with us. Momentum does not practice medicine or any other licensed profession and does not interfere with the practice of medicine or any other licensed profession by Healthcare Professionals, each of whom is responsible for his or her professional services and compliance with the requirements applicable to his or her profession and license. Momentum will not be liable for any professional advice or healthcare services you obtain from a Healthcare Professional via the App.

As a Healthcare Professional using the App, you hereby represent and warrant that you are in good standing with your license to practice. Healthcare Professionals may be required to register with health insurance providers and/or other regulatory bodies to allow billing of HPS services.

4. Usage Rights

Momentum grants you a limited, non-exclusive, non-transferable right to access the App (including to download and install the App on a device) and use the Services solely for your personal use and only as permitted under these Terms of Use and, in the case of Healthcare Professionals, the terms of the applicable Service Contract.

Some parts of the Platform may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate eligibility requirements at any time.

We reserve the right, in our sole discretion, to deny or suspend or terminate any users access to or use of the Platform at any time. You agree that you will not, and will not attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person, organization or entity; (b) use the Platform in violation of any applicable law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Platform; (d) access the Platform for the purpose of building competing applications or service; (e) distribute viruses or other malware through the Platform; or (f) otherwise use the Platform in any manner that exceeds the usage right granted above.

5. User Account

OC Services

To initiate their use of the OC Services, Lay Users will create an account ("Account") directly through the Platform. This process entails providing essential contact information, including their name, email address, and telephone number, and selecting a password (collectively referred to as "Account Information"). To register and use the OC Services, you must have reached the age of majority in your jurisdiction (or be represented by your parent, legal guardian, or tutor) or else, you may not register to use the OC Services. You agree that the Account Information that you provide to us, including during registration as well any information you communicate through the Platform, will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. Momentum reserves the right to take any action as it deems necessary or reasonable regarding the security of the Platform and your Account Information. In no event and under no circumstances will Momentum be held liable to you for any liabilities or damages resulting from or arising out of your use of the OC Services, or your use or release of your Account Information to a third party. By using the Platform, you represent and warrant that you, as a user, have reached the applicable age of majority in your jurisdiction, or are the parent, legal guardian, or legal tutor.

HPS Services

Before patients can begin using the HPS Services, they will receive an invitation email from a healthcare organization. Following this, they must activate their account ("HPS Account") created by their Healthcare Professional and provide any missing contact information (such as name, email address, and telephone number) before choosing a password (collectively "HPS Account Information"). The HPS Accounts of Healthcare Professionals are created by Momentum upon onboarding. To have a HPS Account on the HPS Services, you must have the age of majority in your jurisdiction (or be represented by your legal tutor) or else, you may not register to use the HPS Services. You agree that the HPS Account Information that you provide to us, including during registration as well any information you communicate through the App, will be true, accurate, current, and complete. You may not transfer or share your HPS Account password with anyone. You are responsible for maintaining the confidentiality of your HPS Account password and for all activities that occur under your HPS Account. Momentum reserves the right to take any action as it deems necessary or reasonable regarding the security of the App and your HPS Account Information. In no event and under no circumstances will Momentum be held liable to you for any liabilities or damages resulting from or arising out of your use of the HPS Services, or your use or release of your HPS Account Information to a third party.

6. Content that You Submit

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of anything that you distribute, upload, make available or otherwise publish through the Platform, including any suggestions, information, ideas, comments, images, videos, messages, documents, questions, notes, plans, drawings, or materials similar thereto (collectively, "Content"). However, in order for us to provide the Platform, we need your permission to process, display, reproduce and otherwise use Content you make available to us.

Therefore, if you choose to make available any Content through the Platform, you hereby grant to us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works, including without limitation distributing part or all of the Content in any electronic media format, through any media channels. You further grant to us the right to use such Content for commercial purposes, including without limitation, the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.

By submitting any Content to us you hereby agree, warrant and represent that: (a) the provision of the Content is not a violation of any third-party's rights; (b) all such Content is accurate and true; (c) we shall be entitled to use or disclose the Content in any way, in accordance with this Agreement and our Privacy Policy; and (d) you are not entitled to compensation or attribution from us in exchange for the Content.

You acknowledge that we are under no obligation to maintain the Platform, or any information, materials, Content, or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

7. Payment for OC Services

Your access to, and use of, the OC Services are contingent upon the payment of fees. You expressly agree to pay the subscription fees indicated for the OC Services at the then-current rates. These monthly/yearly fees are calculated on the basis of a yearly or annual license. Please note that all prices and charges associated with the OC Services are in Canadian dollars.

Payment must be made using a valid credit card. Valid credit cards include Visa, MasterCard, and American Express. We may obtain pre-approval from your credit card company for an amount up to the monthly/yearly fee. Subsequent billing to your credit card will occur on a monthly basis unless you cancel your subscription to the OC Services or we terminate it.

If you choose to cancel your subscription to the OC Services, you will maintain access until the next monthly renewal date (the "Termination Period"), at which point your subscription will terminate. Should you decide to re-subscribe prior to the expiration of the Termination Period, you will be charged a new subscription fee at the prevailing rate on the date of re-subscription.

Payments are processed on behalf of Momentum by a third-party payment processor using their secure platform. When you submit your order, your information will be transmitted to the third-party payment processor. Your browser will require a recent version of at least 128-bit SSL encryption for secure connectivity. If your browser cannot support SSL, you may not be able to access the third-party payment processor's page. Personal information submitted during the payment process is subject to Momentum's Privacy Policy. Please note in this respect that Momentum does not collect or store your full credit card number or security code.

You are responsible for promptly paying all charges on your Account, including applicable taxes for your use or any authorized use of your Account and password to access the OC Services. You also agree to maintain up-to-date Account Information, including your address, payment details, telephone number, and email address. If your payment information expires, you remain liable for any outstanding amounts. If three (3) payment collection attempts fail, we will cancel your subscription to the OC Services.

Please note that Momentum does not offer refunds of any kind to Lay Users.

8. Privacy

We acknowledge the paramount importance of safeguarding your privacy and the confidentiality of your personal information ("Personal Information"). To inform you about our privacy and protection practices with respect to your Personal Information, including how we collect, use and disclose your Personal Information, please refer to our Privacy Policy.

9. Service and Availability

Momentum uses reasonable efforts to make the Platform available 24 hours a day, 7 days a week. However, there may be occasions when the Platform will not be accessible for maintenance work, or due to reasons that are beyond Momentum's control, such as failures in telecommunication networks outside of Momentum's organization.

Momentum may, from time to time, modify and update the Platform, in whole or in part, and you agree that Momentum will not be liable to you or anyone else if Momentum does so, except as may be set forth in a separate agreement.

You are responsible for obtaining and maintaining any equipment or ancillary services needed to access the Platform, e.g., a mobile device or tablet to use the App, and you are responsible for all applicable fees incurred while accessing such applications, such as fees from your mobile carrier, overage charges, etc.

10. Property

The Platform and their entire content, features and functionality (including but not limited to all information, software, text, displays, images, and the design and user interface), are owned by Momentum, its licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform except as generally and ordinarily permitted through the Platform according to these Terms of Use.

The trademarks and logos displayed in the Platform (the "Marks") are the property of Momentum or third-party rights holders. You are not permitted to use the Marks without the prior consent of Momentum or the rights holders. Momentum Spine and the Momentum logos are trademarks of Momentum.

You acknowledge that the Platform, and all enhancements, updates, upgrades, corrections and modifications thereto, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property and/or that of our licensors, as the case may be. These Terms of Use do not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

11. Enforcement

We reserve the right to deny all or some portion of the Platform to any user, in our sole discretion, at any time, and to terminate any user at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to us related to content, submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of these Terms of Use. Further, your representations, defense and indemnification obligations survive any termination of these Terms of Use.

In the event that we terminate a user without cause, we are under no obligation to issue to such user a refund of any fees paid for services that we have not yet performed.

12. Optimization

We use user information, including behavioral metrics, and other non-personally identifiable information to operate, provide, improve, and maintain our Platform, to develop new products and services, to prevent abuse and fraud, to personalize and display content for you, and for other administrative and internal business purposes.

13. Termination

You may deactivate your Account / HPS Account and terminate your registration on the Services at any time, for any reason as follows:

OC Services

Lay Users may have their Account terminated by contacting Momentum. Subject to applicable law, Momentum reserves the right to maintain, delete or destroy all communications, materials and data exchanged or stored through the OC Services pursuant to its internal record retention policies. After such termination, Momentum will have no further obligation to provide the OC Services.

HPS Services

Patients may have their HPS Account terminated by contacting their Healthcare Professional; Healthcare Professionals should refer to the applicable Service Contract to know the process for terminating their HPS Account. Subject to applicable law, Momentum reserves the right to maintain, delete or destroy all communications, materials and data exchanged or stored through the HPS Services pursuant to its internal record retention policies. After such termination, Momentum will have no further obligation to provide the HPS Services, except to the extent Healthcare Professionals are required to provide Patients with continuing care under their applicable legal, ethical and professional obligations to a Patient.

Termination of the HPS Services by the organization you, as a Healthcare Professional, are affiliated with will terminate the HPS Services accessible through your HPS Account as well as the access to your HPS Account and your HPS Account Information. In the event a Healthcare Professional terminates their account, the applicable Patients shall be notified and given the opportunity to transfer their account to an OC Services Account.

All Patient health information and data are under the custody and responsibility of the Healthcare Professional; Patients should direct their inquiries in that regard to their Healthcare Professional.

14. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT ACCESS TO OR USE OF THE PLATFORM, THE APP, OR THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, THE APP, AND THE SERVICES ARE PROVIDED TO YOU, AS LAY USER, PATIENT OR HEALTHCARE PROFESSIONAL, ON AN "AS IS" AND "AS AVAILABLE" BASIS. MOMENTUM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, AND ACCURACY OF DATA.

15. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MOMENTUM OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, THE APP, OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.

MOMENTUM'S AND ITS AFFILIATE'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OF USE SHALL BE LIMITED TO FIVE HUNDRED CANADIAN DOLLARS (CAD $500) OR THE AMOUNT PROVIDED IN A SEPARATE AGREEMENT (IF ANY), WHICHEVER IS HIGHER. THIS LIMITATION WILL APPLY EVEN IF MOMENTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

FURTHER, OPINIONS AND ADVICE (INCLUDING, BUT NOT LIMITED TO, THOSE FROM HEALTHCARE PROFESSIONALS BASED UPON THE OUTPUT FROM THE PLATFORM), STATEMENTS, SUBMISSIONS, CONTENT, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE PLATFORM, BUT NOT DIRECTLY PROVIDED BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT.

USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE PLATFORM (INCLUDING, BUT NOT LIMITED TO, OUR ARTIFICIAL INTELLIGENCE MODELS AND THEIR OUTPUT) IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL CODE OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE TO YOU BASED ON OR RELATED TO THE PLATFORM (INCLUDING, BUT NOT LIMITED TO, OUR MODELS AND THEIR OUTPUT), ANY ACTS OR OMISSIONS BY ANY APP STORE, ANY THIRD-PARTY EQUIPMENT OR DEVICES, OR THE ACTIONS YOU TAKE BASED ON THE PLATFORM, OR THE DATA OR THE CONTENT THEREIN, OR GENERATED THEREFROM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PLATFORM, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTE THAT SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR MAY PLACE LIMITATIONS ON OUR ABILITY TO LIMIT OUR LIABILITY TO YOU, SO SOME OR ALL OF THE FOREGOING MAY NOT APPLY TO YOU.

16. Indemnification

You agree to indemnify, defend and hold harmless Momentum, its officers, directors, employees, agents, subsidiaries, affiliates, licensors, and suppliers, harmless from and against any claim, actions, demands, liabilities and settlements, including without limitation reasonable legal and accounting fees, arising from or relating to: (a) Content that you submit, post to or transmit through the Platform; (b) your access to or use of the Platform; (c) your violation of these Terms of Use; (d) any conduct, activity or action which is unlawful or illegal under applicable law or which is violative of the rights of any individual or entity; and (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions.

17. Modification of These Terms of Use

Momentum may change, add, or delete portions of these Terms of Use in the future. When making important changes to these Terms of Use, we will inform you in advance of such changes becoming effective and you will be presented with the updated version of the Terms of Use for acceptance upon your next connection to the Platform. In any event, continued use of the Platform, or any other form of legal acceptance, following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms of Use, inclusive of such changes.

18. Applicable Law and Dispute Resolution; Arbitration

These Terms of Use and your use of the Platform shall be governed by the laws of the Province of Québec, Canada, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by the competent courts located in the judicial district of Montreal, Canada, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security.

You agree that any claim or dispute arising out of or relating in any way to the Platform will be resolved solely and exclusively by binding arbitration, rather than in court. The laws of the Province of Québec, Canada shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms of Use as a court would. Any arbitration between you and Momentum shall have one (1) arbitrator.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Momentum Health Inc., 109-2727 rue Saint-Patrick, Montréal, Québec H3K 0A8, Canada.

Arbitration under these Terms of Use will be conducted by the Canadian Arbitration Association (CAA) under its rules then in effect, shall be conducted in English, and shall be located in Montréal, Province of Québec, Canada. Payment of all filing, administration and arbitrator fees will be governed by the CAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Momentum agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Momentum agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights, or to collect unpaid amounts.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Platform, or to us, may only be brought by you in a state or federal court located in Montréal, Province of Québec, Canada. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE PROVINCE OF QUÉBEC, CANADA.

19. Links and Third-Party Content

The Platform may contain links to third-party websites, services, and materials. Such links are provided for informational purposes only, and we do not endorse any third-party website or services through the provision of such a link, nor do we promote or endorse any App Store.

The Platform may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties, including users other than you. We do not endorse any third party, including the App Stores, or third-party content that may appear on the Platform or that may be derived from content that may appear on the Platform, even if such content was summarized, collected, reformatted or otherwise edited by us.

20. Miscellaneous

The Platform is controlled, operated and administered by Momentum from its offices in Montréal, Québec, Canada. If you access and use the Platform from a location outside Canada, then you are responsible for compliance with all local laws.

Nothing contained in these Terms of Use should be regarded or construed as creating any relationship (whether by way of employer/employee, agency, mandatary, attorney, joint venture, association, or partnership) between Momentum and Lay Users or Patients and between Momentum and Healthcare Professionals other than as independent contractors as set out herein. Neither party has authority or power to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.

The Terms of Use constitute the entire agreement between Momentum and you with respect to your access to or use of the Platform. These Terms of Use supersede any prior agreements between you and Momentum on such subject matter.

You may not assign or otherwise transfer your rights and obligations pursuant to these Terms of Use without Momentum's written consent. Momentum's rights and obligations under these Terms of Use are assignable by Momentum.

If a court of competent jurisdiction finds any provision of these Terms of Use, or any portion thereof, to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect.

Any failure by Momentum to enforce or exercise any provision of these Terms of Use, or any related right, will not constitute a waiver of that provision or right.

Copyright Policy

If you believe in good faith that any material posted on our Platform infringes the copyright in your work, please contact our copyright agent, with correspondence containing the following:

A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you receive a notification from us that content you made available on or through the Platform has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to our copyright agent, and include substantially the following information:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the competent courts located in the judicial district of Montréal, Québec, Canada, and that you will accept service of process from the person who provided notification under this Copyright Policy above or an agent of such person.

You acknowledge that if you fail to comply with all of the requirements of this policy, your copyright infringement notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our Copyright Agent:

Copyright Agent
Momentum Health Inc.
109-2727 rue Saint-Patrick
Montréal, Québec H3K 0A8
Canada
Email: contact@momentum.health

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Platform infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to contact@momentum.health containing the following information:

Your name, physical address, e-mail address and phone number;
A description of the material posted on the Platform that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Platform;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: Momentum Health Inc., 109-2727 rue Saint-Patrick, Montréal, Québec H3K 0A8, Canada, or sent via email to contact@momentum.health.