Life:WIRE SERVICE TERMS AND CONDITIONS

IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THE Life:WIRE SERVICE CAREFULLY BEFORE USING THE Life:WIRE SERVICES. Life:WIRE WILL PROVIDE THE Life:WIRE SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW (THIS "AGREEMENT"). BY USING THE Life:WIRE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCESSING THIS ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "I AGREE" BUTTON BELOW. IF YOU DO NOT AGREE TO ALL THESE TERMS, CLOSE YOUR BROWSER AND DO NOT CONTINUE WITH THE REGISTRATION PROCESS OR WITH THE USE OF THE Life:WIRE SERVICE.

YOU SHOULD CHECK THIS WEBSITE PERIODICALLY FOR CHANGES. BY USING THIS WEBSITE AND/OR THE Life:WIRE SERVICES AFTER WE POST ANY CHANGES TO THIS AGREEMENT OR OTHERWISE NOTIFY YOU OF SUCH CHANGES, YOU AGREE TO ACCEPT THOSE CHANGES. IF YOU DO NOT AGREE WITH THOSE CHANGES THEN YOU SHOULD STOP USING THIS WEB SITE AND THE Life:WIRE SERVICE.

Scope of Agreement

Unless otherwise indicated, this Agreement applies to Your use of the Life:WIRE Service which is owned and operated by Life:WIRE Corp and our affiliates. By accessing or using the Life:WIRE Service, You certify that You are a Canadian or US resident or the possesions of either country and over the age of majority in the jurisdiction in which you reside. U

sers must be at least 13 years or older and a legal resident of the United States before participation in this text-messaging service and by your participation, you certify that you are at least 13 years of age or if you are under the age of 13, this is being used with the full permission, understanding and approval of a legal guardian to the User. User acknowledges that SMS messages are distributed via third party mobile network providers and, therefore, we cannot control certain factors relating to message delivery. User acknowledges that, depending on the recipient's mobile provider service, it may not be possible to transmit the SMS message to the recipient successfully. We do not claim or guarantee availability or performance of this service, including liability for transmission delays or message failures. You further certify that if You are the care manager, employer, parent or guardian of each person that you register as a target user of the Life:WIRE Service or you are the target user themselves or have been authorized by a Target user to read and acknowledge this EULA ( "Target Users") You agree that You are responsible for each of Your Target User's use of the Life:WIRE Service. You further understand that each Users must agree to the Terms of Use prior to using the Life:WIRE  Service and in the case of a Target user being under the age of majority, that You are their Parent or Guardian with the legal right and authority to make the certifications and agreement herein.

Use of the Life:WIRE Service

The Program You are using is intended as part of the ongoing, phased testing, evaluation and commercialization of the Life:WIRE Service. It is intended to enable Life:WIRE  and its affiliates and clients to test the service to determine the specific functionality for your respective employer, case manager, care management association or similar groups as the case may be and to permit users, like Yourself, to evaluate the Life:WIRE Service and then make use of the Services for on-going programs as determined by your case manager, clinician or care giver as the case may be.  By accepting these terms and conditions, You are agreeing to participate in that use of the service and recognize that Life:WIRE Service is continually undergoing improvement. And in any event, You are also agreeing that you will NOT rely solely on the Life:WIRE Service as an indicator of the safety or well-being of You or Your Target Users or any other person in your custody, care or control.

Purpose

You acknowledge and agree that the Life:WIRE Service is only to be used by You and Your Target Users to use, and where requested, evaluate the Life:WIRE Service as an unobtrusive records management reminder system and that it is not intended to necessarily replace any present health management service, application or program that You or Your Target users may be presently using. (the "Purpose").

Ownership

All right, title and interest in and to the Life:WIRE Service shall at all times remain with Life:WIRE Corp . The Life:WIRE Service is protected by copyright laws, patent pending, and international treaty provisions. All trade-marks used in connection with the provision of the Life:WIRE Service are trade-marks of their respective owners.

License

Subject to the terms and conditions contained in this Agreement, You are granted a revocable limited non-exclusive, non-transferable license to use the Life:WIRE Service only amongst the members of your respective employer, case manager, care management association or similar groups as the case may be, or as agreed upon in writing with Life:WIRE, or immediate family for the Purpose.

Feedback

If requested by your respective employer, case manager, care management association or similar groups You agree to provide feedback in a form reasonably requested by us regarding the Life:WIRE Service, including bug reports, test results and other similar information regarding the usability of the beta product. We will own this feedback and we may use it, in a non-personal aggregate form for any purpose.

Non-Transferable

You are not permitted to assign this Agreement and any purported assignment by You shall be null and void and of no force or effect. Without limiting the generality of the foregoing, You may not use the Life:WIRE Service for any other form of use except the Purpose and you may not rent, lease, loan, or otherwise distribute the Life:WIRE Service.

Additional Charges

You are responsible for all charges and fees associated with connecting to the Life:WIRE Service, including without limitation all telephone access fees (including long-distance and roaming charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our the Life:WIRE Service, and including any fees for text messages which are sent or received in the course of using the Life:WIRE Service.

Other Restrictions

You will not, and You will not permit any User(s) to, do any of the following: (i) transfer, assign, resell, sublicense, use, copy, distribute or modify the Life:WIRE Service, in whole or in part, except as expressly permitted in this Agreement; (ii) disassemble, reverse assemble or otherwise reverse engineer the Life:WIRE Service or attempt to reveal any trade secret or confidential information concerning its operation; (iii) use the Life:WIRE Service, directly or indirectly, to design, develop or market a competing product or service; (iv) use the Life:WIRE Service for any illegal purpose; and (v) remove or alter any of the copyright notices or other proprietary markings on any copies of the Life:WIRE Service.

No Maintenance or Technical Support

Unless otherwise agreed in writing, Life:WIRE is under no obligation to provide any maintenance, technical support or updates to You, although it may decide to do so. Any updates provided to You under this Agreement will be part of the Life:WIRE Service and will be subject to the same terms and restrictions applicable to the Life:WIRE Service. Unless otherwise agreed in writing with Life:WIRE, Life:WIRE also has no obligation to make the Life:WIRE Service commercially available, or to provide You with a license to any commercially released version of the Life:WIRE Service merely because of Your participation.

Registration Data

In consideration of Your access to or use of the Life:WIRE Service (whether as a Tester, a Target User or otherwise), You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by any Life:WIRE Service registration forms, or any other questionnaire or information input format, which requests information from or about You or the Target Users, and (b) maintain and promptly update such information to keep it true, accurate, current and complete (collectively, such information is sometimes referred to as the "Registration Data"). Without limiting any other matter contained herein, your access to or use of the Life:WIRE Service may be immediately suspended or terminated for Your failure to provide or maintain true, accurate, current and complete Registration Data.

User Data

Unless otherwise agreed in writing by you or related specific User (Target User), all data provided by the Target User in the use of the Life:WIRE services shall be the sole property of the Target User. All Private Information disclosed through use of the Life:WIRE Service shall be and remain the property of the Target User. At the conclusion of a Target users use of the Life:WIRE services, all Confidential and Private Information shall be deleted and shall not thereafter be retained in any form by Life:WIRE.

Security

You are responsible for maintaining the confidentiality of Your login user name and password (or other identifying information) and the login user name and password of any Target User(s) associated with your use of the Life:WIRE Service. In addition, you acknowledge that Life:WIRE does not have any record of the password provided and used by you and therefore, if lost by you, you can follow the lost/forgotten Password procedures as provided on the sign in page. You are solely responsible for all activities that occur under Your login user name or password and the login user name and password of any Target User(s) associated with your use of the Life:WIRE Service. You agree to immediately to notify Life:WIRE of any unauthorized use of Your name or password or the name or password of any Target User(s) associated with your use of the Life:WIRE Service, and You agree to notify Life:WIRE immediately of any unauthorized use any other breach of security with respect to the Life:WIRE Service known by You.

Disclaimer of Warranty

YOU UNDERSTAND AND AGREE THAT THE Life:WIRE SERVICE IS UNDERGOING CONTINUED DEVELOPMENT AND IMPROVEMENT. YOU ALSO ACKNOWLEDGE THAT THE Life:WIRE SERVICE MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE TEMPORARY SERVICE FAILURES. CONSEQUENTLY, THE Life:WIRE SERVICE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIFE:WIRE AND ITS SUPPLIERS AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND CONTRACTORS DISCLAIM ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, COLLATERAL OR ARISING BY STATUTE OR OTHERWISE, REGARDING THE Life:WIRE SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.

NEITHER Life:WIRE NOR ITS SUPPLIERS NOR ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT Life:WIRE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Life:WIREâ„¢ SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY USE OF THE Life:WIREâ„¢ SERIVCE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR TARGET USERS, YOUR WIRELESS PHONES, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH SERVICE. NEITHER NOVA NOR ANY OF ITS SUPPLIERS, NOR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE Life:WIREâ„¢ SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM PERSONNEL OF Life:WIRE OR ITS SUPPLIERS SHALL CREATE ANY CONDITION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIFEWIRE NOR ITS SUPPLIERS ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND CONTRACTORS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LIFEWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE Life:WIRE SERVICES (B) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE Life:WIRE SERVICE; OR (F) ANY OTHER MATTER RELATING TO THE Life:WIRE SERVICE. IN NO EVENT SHALL LIFEWIRE'S OR ITS SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING THE Life:WIRE SERVICE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Life:WIRE SERVICE, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE Life:WIRE SERVICE.

Indemnification

You agree to indemnify, hold harmless and, at our option, defend LifeWIRE and its suppliers, and its and their respective officers, directors, employees, shareholders, agents and contractors from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable legal fees and expenses) arising from Your improper use of the Life:WIRE Service, Your violation of this Agreement, or Your infringement, or the infringement or use by Your Target Users, of any intellectual property or other right of any person or entity.

Term and Termination

Unless terminated earlier in accordance with its provisions, this Agreement will continue until the earlier of the agreed upon use period or December 2015 whichever comes first (the "Use Period"). Subject to any written agreement, Life:WIRE may terminate the Life:WIRE Service at any time without notice. Following termination, You will immediately cease using the Life:WIRE Service.

During the Use Period , Life:WIRE may, from time to time, in its sole discretion provide available publications, education materials and other documentation respecting the Life:WIRE Service (the "Documentation") to You. All such Documentation, whether or not marked with a trademark notice, copyright notice or restrictive legend, such as "Life:WIRE Confidential", shall be considered the confidential and proprietary property of Life:WIRE and will not be disclosed by You.

Amendments

Life:WIRE may amend this Agreement from time to time without notice by posting a new version on your Personal Information accessed at http://www.lifewire.ca. You should consult this document regularly to ensure that Your activities confirm to the most recent version.

Privacy Policy

We are committed to protecting your privacy and security. For more information, you should review our Privacy Policy, which is incorporated into this Agreement by this reference.

Life:WIRE agrees not to disclose any Confidential or Private Information to third parties or to employees thereof, except exclusively to those employees, subcontractors or agents who are required to have the information necessary for the offering of the Services.

In the event Life:WIRE or its employees, subcontractors or agents are required by law, regulation, by-law, rule (including without limitation stock exchange rule) or court order to disclose any of the Private and Confidential nformation, Life:WIRE shall promptly provide Notice to the User of the circumstances and requirements of disclosure. Life:WIRE agrees that it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

Web Site Terms and Conditions

By using the Life:WIRE Service You also agree to be bound the terms and conditions governing this web site and any other Canadian or US web site that Life:WIRE may own or operate now or in the future.

Dispute Resolution

Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to; (i) this Agreement; (ii) the Life:WIRE Service; (iii) oral or written statements or advertisements or promotions relating to this Agreement (collectively, the "Claim") will he determined by arbitration to the exclusion of the courts. You agree to waive any right You may have to commence to or participate in any class action against Life:WIRE. Please give notice of any Claims to: Legal Affair, Life:WIRE Corp , 129 Blantyre Avenue, Toronto, Ontario, M1N 2R6. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in Ontario.

 Governing Law and Jurisdiction

The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree and hereby submit to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to this Agreement.

General

This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any and all prior understandings or agreements verbal or otherwise, in relation hereto which may exist between the parties. No oral explanation or no oral information by either of the parties hereto shall alter the meaning or interpretation of this Agreement. The failure by Life:WIRE to require or enforce the performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Each provision of this Agreement is severable from the other provisions and if any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the other provisions will continue to have full force and effect.