I agree to the Terms and Services stated below*
Welcome to TENZR Health, a blended solution combining personalized physical therapy and digital tracking technology to facilitate the rehabilitation of hand, wrist, and elbow impairments. TENZR Health is delivered through a variety of different channels, including online at tenzr.me (the “Website”), via one or more hardware systems and mobile applications (the “Application”), via in-person appointments, or through telehealth delivery (collectively the “Service”). The Service is owned by BioInteractive Technologies, and its subsidiaries or affiliates involved in providing and supporting the Service (collectively the “Company”). Please read these terms and conditions carefully before using the Service.
By accessing or using the Service, the customer agrees to be bound by these terms and conditions (this “Agreement”). The company has the right to accept or reject any applicant for Services, at its sole and complete discretion.
1. Scope of Service
This Agreement applies only to the customer’s use of the Service. The company may have other services that may be covered by different terms and conditions of use.
The Service provides a variety of content, products, and services, including provision of the TENZR Wearable Sensors and related supplies, including a tablet computer containing the TENZR mobile application (collectively, the “TENZR Trainer & Tracker System”). Features and specifications of products or services described or depicted as part of the Service are subject to change at any time without prior notice.
The company is independent from healthcare providers who will be providing in-person or telehealth services to the customer through the Service and is not responsible for such healthcare providers’ acts, omissions, or for any content of the communications made by them. The company does not engage in the practice of medicine, physical therapy, or provide any other health services.
As a condition to use of the Service, the customer agree that the customer will not use the Service in a manner inconsistent with (i) this Agreement, or (ii) any and all applicable laws and regulations.
2. Medical Advice
The company does not provide medical or healthcare services. Instead, the company partners with physical therapists, occupational therapists and other healthcare providers who provide the clinical portion of the Service via the TENZR Health platform, with whom the customer must first establish a physician-patient, or physical therapist-patient relationship. The company is independent from healthcare providers who will be providing such medical or healthcare services through the Services and is not responsible for such healthcare providers’ acts, omissions, or for any content of the communications made by them.
The Company does not engage in the practice of medicine, physical therapy, or provide any other health services. Using, accessing, and/or browsing the Website or Application does not create a physician-patient or physical therapist- patient relationship between the customer and the Company or any of its employees and/or affiliates.
The customer herby agrees to establish and maintain a physician-patient or physical therapist-patient relationship with a licensed healthcare practitioner in the customer’s Province throughout the duration of the customer’s use of the Service.
Nothing in the Service is intended to create a physician-patient or physical therapist-patient relationship, or to replace the services of a licensed, trained, physician, physical therapist, or other healthcare professional or be a substitute for medical advice of a physician or trained healthcare professional licensed in the customer’s Province. The customer should not rely on anything contained in the Website or App, and the customer should consult a physician licensed in the customer’s Province or state in all matters relating to the customer’s health. The customer hereby agrees that the customer shall not make any health or medical related decision based in whole or in part on anything contained in the Service.
Any content accessed through the Service is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Service should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. The customer should consult their doctor or other qualified health care provider if the customer has any questions about a medical condition, or before taking any drug, changing their diet, or commencing or discontinuing any course of treatment. The customer must not ignore or delay obtaining professional medical advice because of information accessed through the Service.
Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name, or otherwise, does not constitute or imply the endorsement or recommendation of such by the Company. The customer should Call 911 or the customer’s doctor for all medical emergencies. The company is not responsible or liable for any advice, course of treatment, diagnosis or any other information, services or products that the customer may obtain through the service.
3. TENZR Trainer & Tracker
TRIAL. Unless otherwise specified in writing, Customer shall have a fourteen (14) days trial period during which to evaluate the Service.
TERM. Unless otherwise specified in writing, the “Term” shall be 1 month, and shall commence at the conclusion of the Trial.
Commencement. Unless otherwise specified in writing, the Term shall commence at the end of the Trial unless Customer notifies the Company in writing at least two (2) days prior to the expiration of the Trial that the Customer does not chose to commence the Service.
RENEWAL. After the Term or any extension thereto, this Agreement shall automatically renew on a monthly basis unless Customer notifies in writing at least fourteen (14) days prior to the expiration of the Term or extension that Customer does not choose to renew, and Customer returns all TENZR Trainer & Tracker System no later than the date of expiration. For the avoidance of doubt, failure to return the TENZR Trainer & Tracker System within 10 days of the date of expiration, or end of the Trial shall result in an automatic renewal for a further monthly term, notwithstanding of a notice of non-renewal has been provided by Customer.
PAYMENT. Unless otherwise specified in the writing, Customer authorizes the Company to charge their credit card the monthly fees relating to the Service (i) on the completion of the Trial period fees; and (ii) on the same date of each subsequent month for all subsequent monthly fees.
TERMINATION. Upon the termination or expiration of this Agreement, Customer shall relinquish all TENZR Trainer & Tracker Systems to the Company together with all accessories, free from damage and in the same condition and appearance as when received by Customer, allowing for ordinary wear and tear. If Customer fails or refuses to relinquish the TENZR Trainer & Tracker System to the Company, the Company shall have the right to take possession of such TENZR Trainer & Tracker System and for that purpose to enter any premises where the TENZR Trainer & Tracker System is located without being liable in any suit, action, defense, or other proceeding to Customer. Customer must pay additional rental payments due until the Company or its agents receive the TENZR Trainer & Tracker System.
DEFAULT. If Customer does not pay any amount when due or perform any obligation required under this Agreement, Customer will be in default. If Customer defaults, The Company can demand that Customer pay the remaining balance of the Agreement and return the TENZR Trainer & Tracker System at Customer’s expense. At the Company’s option, the Company may repossess the TENZR Trainer & Tracker System. Customer waives any rights that Customer may have to notice before The Company seizes any of the TENZR Trainer & Tracker System and waives any requirement that the Company post a bond in connection with such seizure or possession. In addition, if Customer breaks any provision in this Agreement, The Company can use any remedies available to the Company under any applicable law. The exercise of one remedy shall not be deemed to preclude the exercise of any other remedy. No failure or delay on the part of the Company to exercise any remedy or right shall operate as a waiver. Acceptance by the Company of rent or other payments made by Customer after default shall not be deemed a waiver of the Company’s rights and remedies arising from Customer’s default. Customer promises to pay reasonable attorney’s fees and any costs associated with any legal action or action to repossess the TENZR Trainer & Tracker System or to enforce or interpret any provision in this Agreement. This action will not void Customer’s responsibility to maintain and care for the TENZR Trainer & Tracker System.
OWNERSHIP. The Company is the sole owner and titleholder to the TENZR Trainer & Tracker System. This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest. Customer shall not have, or at any time acquire, any right, title, or interest in the TENZR Trainer & Tracker System, except the right to possession and use as provided in this Agreement. The Company may enter Customer’s property to repossess the TENZR Trainer & Tracker System if fees are not received in full by their due dates. Customer shall not (i) sublease the TENZR Trainer & Tracker System, (ii) create or incur any lien or encumbrance with respect to the TENZR Trainer & Tracker System; or (iii) permit the TENZR Trainer & Tracker System to be removed outside of Canada.
ADDITIONAL THIRD-PARTY TERMS. The TENZR Trainer & Tracker System may be subject to additional license or other terms, as required by the manufacturer, developer or supplier of the Hardware and any software that may be installed on the Hardware (“Third Party Terms”). Customer shall not use the Hardware unless it agrees to any such Third-Party Terms, and if it does not agree to such Third-Party Terms, it must not use the TENZR Trainer & Tracker System and must return it within 10 days of receipt.
USE, MAINTENANCE AND CARE. Customer shall be entitled to the absolute right to the use, operation, possession, and control of the TENZR Trainer & Tracker System during the term of this Agreement, provided Customer is not in default of any provision of this Agreement. Customer shall assume all obligation and liability with respect to the possession of the TENZR Trainer & Tracker System, and for its use and operation during the rental term. Customer is solely responsible for use of the TENZR Trainer & Tracker System in a safe and appropriate environment by properly trained and educated individuals. Neither the Company nor its affiliates, assigns, contractors, subcontractors, employees, directors, officers, agents, dealers, or suppliers (collectively “Agents”) accept any responsibility for the manner in which Customer or any other person uses the TENZR Trainer & Tracker System. the Company and its Agents accept absolutely no responsibility and will not be liable in any way for any inappropriate, incorrect, or improper use of the TENZR Trainer & Tracker System or any resulting harm thereof.
DAMAGE. Customer agrees to reimburse the Company in full for all damage (other than normal wear and tear in the ordinary course of use, as determined by the Company at its sole discretion) to TENZR Trainer & Tracker System arising while the TENZR Trainer & Tracker System is or ought to have been in the possession or control of Customer, its employees, its contractors, its agents (“Customer’s Agents”) or any other person to whom the Customers’ Agents gave access to the TENZR Trainer & Tracker System. Customer will allow the Company or its agents to inspect all TENZR Trainer & Tracker System at any reasonable time where it is located. In the event that the cost of repairing any damages exceeds the Stipulated Loss Value (as defined below) of any item of TENZR Trainer & Tracker System, then only the Stipulated Loss Value of the affected item of TENZR Trainer & Tracker System shall be payable. Neither the Company nor its Agents shall have any liability to Customer or any other person or entity for any indirect, incidental, special, consequential or any damages whatsoever, resulting from the inappropriate, improper, incorrect, deceitful, unauthorized, or illegal use of the TENZR Trainer & Tracker System. “Stipulated Loss Value” shall the value of each item of TENZR Trainer & Tracker System as set out in the Order or, if not so set out, determined by the then-current list price for functionally equivalent the Company Hardware, and in either case as depreciated on a straight-line basis over a period of three (3) years
PERFORMANCE. Company makes absolutely no representations or warranties with respect to the performance of the TENZR Trainer & Tracker System. Neither Company nor its Agents shall have any liability to Customer or any other person or entity for any indirect, incidental, special, consequential or any damages whatsoever, resulting from the ineffective performance of the TENZR Trainer & Tracker System. Company does not warrant that the operation of the TENZR Trainer & Tracker System will be uninterrupted or error free.
RETURN OF HARDWARE. Upon expiration or termination of the Term, Customer shall be responsible, at Company’s expense, for the de-installation, packing, rigging and delivery of the TENZR Trainer & Tracker System, in an unencumbered state, back to the Company, at a location specified by the Company. Should Customer not return the TENZR Trainer & Tracker System at the end of the Term, the Term shall be extended for successive monthly periods, and Customer shall continue to pay fees with respect to such TENZR Trainer & Tracker System, subject to the right of either Party during each such extension to terminate the extended Lease Term upon fourteen (14) days’ written notice. Upon such a termination, Customer shall promptly deliver the TENZR Trainer & Tracker System to Company or its agents. If Customer fails to return the TENZR Trainer & Tracker System upon Company’s demand, Customer shall pay Company, as the reasonable measure of Company’s damages and not as a penalty, the then current list price for functionally equivalent the Company Hardware. Any TENZR Trainer & Tracker System that is returned in inoperable condition, or is altered, manipulated, or changed in anyway, or which exhibits more than ordinary wear and tear, will be subject to the Stipulated Loss Value defined below.
4. Intellectual Property
The Service is owned by the Company. The Company grants to the customer, for the customer’s personal purposes only, a nonexclusive, limited and revocable right to access and use the Service during the term of this Agreement, so long as the customer comply with the terms of this Agreement. The customer agrees not to use the Service for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling any portion of the Service without Our prior written consent.
All materials available through the Service may be accessed, downloaded, or printed for the user’s own personal, non-commercial purpose and solely within the scope allowable by this Agreement. No other use of these materials may be made without express written permission of the Company.
5. Liability, Indemnity and Limitations
INDEMNITY. Customer agrees to indemnify, defend, and hold harmless the Company and its Agents from any claim, loss, liability and expense, including reasonable attorney’s fees, caused by the TENZR Trainer & Tracker System. The indemnities, assumptions of risk, liabilities and obligations of Customer arising under this Agreement shall continue in effect after termination of this Agreement, regardless of the reason for termination.
LIABILITY. Customer is responsible for any losses or injuries caused by the TENZR Trainer & Tracker System. Customer assumes all risk and liability for the loss or damage to the TENZR Trainer & Tracker System or the injury to any person or property of another, and for all risks and liabilities arising from the use, operation, condition, possession, or storage of the TENZR Trainer & Tracker System. Customer acknowledges: (1) it is solely responsible for its use of the TENZR Trainer & Tracker System, controlling its employees/authorized users’ access to the TENZR Trainer & Tracker System; and (2) Customer is solely responsible for instructing individuals of the proper use of the TENZR Trainer & Tracker System.
NEITHER THE COMPANY NOR ITS AGENTS IS RESPONSIBLE FOR ANY LOSSES OR INJURIES CAUSED BY THE INSTALLATION OR USE OF THE LEASED HARDWARE. THIS AGREEMENT SPECIFICALLY EXCLUDES LIABILITY FOR DAMAGES OR LOSS DUE TO THEFT, VANDALISM, ANY IMPROPER, ILLEGAL, UNAUTHORIZED, DECEITFUL, OR INCORRECT USE OF THE LEASED HARDWARE, ANY TAMPERING, DESTROYING, MANIPULATING, OR MEDDLING WITH THE LEASED HARDWARE, ACTS OF GOD, OR OTHER CIRCUMSTANCES OUTSIDE THE CONTROL OF TENZR.
NEITHER THE COMPANY NOR ITS AGENT SHALL HAVE ANY LIABILITY TO LESSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY LIABILITY ARISING IN CONNECTION WITH LESSEE’S FAILURE TO COMPLY WITH APPLICABLE LAWS EVEN IF TENZR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. TENZR AND ITS AGENTS ARE NOT RESPONSIBLE FOR ANY COSTS, LOSSES, CLAIMS, PENALTIES OR LIABILITIES THAT ARISE DUE TO ANY IMPROPER IMMOBILIZATION OF ANY VEHICLE. TENZR IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. THE LEASED HARDWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR DECEITFUL, IMPROPER, INCORRECT, UNAUTHORIZED, OR ILLEGAL USE WHICH USE MAY RESULT IN INEFFECTIVE PERFORMANCE. INEFFECTIVE PERFORMANCE OF THE LEASED HARDWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL DAMAGE, ALL OF WHICH TENZR AND ITS AGENTS SHALL NOT BE LIABLE FOR.
EXCEPT FOR BREACH OF SECTION 5 (LIABILITY, INDEMNITY AND LIMITATIONS), NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR THE RIGHTS PROVIDED HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES, PROFITS, OR SAVINGS, LOSS OF BUSINESS, USE, OR DATA), EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY.
LIMITATION OF LIABILITY. EXCEPT FOR ANY INDEMNIFICATION PROVISIONS OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY DAMAGES SHALL EXCEED THE FES PAID BY LESSEE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO A CLAIM.
INJUNCTIVE RELIEF: For copying or unauthorized use of the software, or other violations of the terms of this agreement, the Company may seek and obtain injunctive relief for such breaches or threatened breaches, in addition to, and not in limitation of other legal remedies.
6. Choice of Law
Customer agrees that this Agreement will be governed by and construed in accordance with the laws of the province in which the Company is headquartered or, if this Agreement has been assigned by the Company, the Province or state in which the assignee is headquartered. the Company and Customer waive the right to a trial by jury in the event of a lawsuit. All judicial proceedings arising under this Agreement shall be adjudged by any court having jurisdiction over the Customer or the Customer’s assets, all at the sole election of the Company or its assignee.
Customer agrees that Company’s delay or failure to exercise any rights does not prevent Company from exercising them at a later time. If any part of this Agreement is found to be invalid, then it shall not invalidate any of the other parts, which shall remain valid and in full force and effect, and the Agreement shall be modified to minimum extent provided by law.
8. Entire Agreement
This Agreement, together with Order, represents the entire agreement between the Company and Customer. Any amendment, waiver or charges will bind neither the Company nor Customer, unless agreed to in writing and signed by both parties. No agreement, representations, or warranties, other than those specifically set forth in this Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. Any terms or conditions appearing on the face or reverse side of any Customer Order, acknowledgment, or confirmation that are different from or in addition to those required hereunder shall not be binding on the Parties, even if signed and returned, unless both Parties agree in a separate writing to be bound by such different or additional terms and conditions.