Terms and conditions

Updated: January 18th, 2022

Koble Care Inc. (“Koble”, “we”, “our” or “us”) offers an online health and wellness platform for growing families (the “Platform”) that enables members to access educational health and wellness-related content (including live sessions, on-demand programming and other materials) and to connect with third party medical professionals (such as (without limitation) personalized roadmap and studio). After you (“you” or “your”) open an account on the Platform, you are able to access services that we or others may provide to you through or in connection with the Platform (the “Services”). Services provided by others are “Expert Team Services”. You may access the Platform through an app named or branded for Koble (the “Platform App”). You may access the Platform through the web portal named or branded for Koble (the “Platform Web Portal”).

PLEASE READ THESE KOBLE PLATFORM MEMBER TERMS (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND KOBLE. THESE TERMS GOVERN YOUR ACCESS TO THE PLATFORM AND THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY DOWNLOADING A PLATFORM APP, BY USING THE PLATFORM WEB PORTAL, OR BY ACCESSING OR USING THE PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE PLATFORM OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, THE PLATFORM APPS, AND THE PLATFORM WEB PORTAL. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION.

THE PLATFORM AND THE CONTENT (AS DEFINED HEREIN) ARE NOT INTENDED TO REPLACE OR SUBSTITUTE THE ADVICE OF YOUR QUALIFIED HEALTHCARE PROVIDER. YOU SHOULD SPEAK WITH YOUR HEALTHCARE PROVIDER FOR INFORMATION REGARDING HEALTH-RELATED QUESTIONS. THE CONTENT ON THE PLATFORM OR ACCESSIBLE THROUGH THE PLATFORM SHOULD NOT BE CONSTRUED AS TAKING THE PLACE OF ANY ADVICE RECEIVED FROM YOUR HEALTHCARE PROVIDER OR AS A SUBSTITUTE FOR SEEKING ADVICE FROM YOUR HEALTHCARE PROVIDER. KOBLE IS NOT RESPONSIBLE FOR ANY RELIANCE OR DECISIONS MADE BY YOU BASED ON CONTENT AVAILABLE THROUGH THE PLATFORM. SUCH CONTENT IS GENERAL IN NATURE, IS NOT COMMUNICATED TO YOU PERSONALLY, AND IS NOT INTENDED TO BE ADVICE OR INFORMATION TO BE RELIED UPON BY YOU NOR SHOULD IT BE.

DO NOT USE THE PLATFORM OR CONTENT TO DIAGNOSE OR TREAT A MEDICAL CONDITION OR HEALTH PROBLEM EXCEPT ON THE ADVICE AND SUPERVISION OF YOUR HEALTH CARE PROVIDER. YOU SHOULD NEVER DISREGARD OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF SOMETHING THAT YOU HAVE SEEN ON THE PLATFORM.

IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.

These Terms are effective on the earlier of the date that (a) you click to accept these Terms, or (b) you first sign up for a Koble account, download a Platform App use the Platform Web Portal, or otherwise access or use the Platform or the Services. You acknowledge the Koble privacy statement located at https://koblecares.com/privacy-policy (the “Privacy Statement”), as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.

Your Account. You must register for a Koble account to access and use the Platform, the Services, the Platform Apps, and the Platform Web Portal. You must provide the information reasonably requested by Koble for that purpose. You represent and warrant to Koble that you have not misrepresented any information that you have provided to Koble in connection with your account. You are responsible for maintaining the confidentiality of your user name and password. Koble recommends that you use a strong and unique password and that you change it frequently. Do not reuse passwords. You agree not to disclose your user name or password to any third party. Koble may reject, or require that you change, your user name or password. You are responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify Koble immediately. It is your responsibility to update or change your account information, as appropriate.

Your Privacy and Personal Information. For a summary of how Koble collects, uses and discloses personal information, please see Koble’s Privacy Statement. When you use the Platform, the Services, the Platform Apps, and the Platform Web Portal, you may also interact with others, such as the provider of an Expert Team Service. The others with whom you interact may also collect, use and disclose your personal information. Koble’s Privacy Statement only describes how Koble collects, uses and discloses your personal information. To understand how others with whom you interact collect, use and disclose your personal information, you must review their privacy policies.

Access. You may access the Platform Apps and the Platform Web Portal to access and use the member functionality of the Platform and the Services, and the member content that is available on the Platform and the Services (“Content”). These Terms permit you to use the Platform, the Services, the Platform Apps, and the Platform Web Portal for your personal use only, and not for any commercial purpose.

Additional Terms. You agree to comply with these Terms and with all applicable laws. Some Services and Expert Team Services may have additional terms that apply to your use of those Services or Expert Team Services (“Additional Service Terms”). You agree to comply with all such Additional Service Terms. Additional Service Terms are available through the Platform Web Portal at the websites of the providers of the Services or Expert Team Services.

Submitting Information through the Platform. Certain parts of the Platform and Services let you provide information to Koble, and to other providers of Services (including Expert Team Services). You agree that (a) all information you provide on or through the Platform (each, a “Submission”) will be true, accurate and complete, (b) you will update each Submission as necessary so that it remains true, accurate and complete at all times, (c) you will not impersonate any person when making a Submission, (d) Koble and the providers of Expert Team Services are entitled to rely on your Submissions, (e) you will only include the personal information of another individual in your Submission if you have the express permission of that individual or if you are otherwise entitled to do so at law, (f) you will not include any statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others, that is bigoted, hateful, or racially offensive, or that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person, (g) you have obtained at your own expense all necessary consents, rights and permissions required to grant to Koble the license provided below, and (h) you will not include in any Submission or otherwise transmit any Malicious Code. By making a Submission, you hereby grant to Koble and the providers of the Services an irrevocable, unlimited, sublicensable (through multiple tiers), transferable, royalty-free, worldwide, perpetual license to use, copy, distribute, modify, make derivative works from, and disclose the information and any other content in the Submission, for any purpose whatsoever, and you hereby waive all related moral rights. For a summary of how Koble collects, uses and discloses personal information that might be included in a Submission, please see Koble’s Privacy Statement.

Apple App Store. The following applies to any Platform App you obtain from the Apple App Store (an “Apple Platform App”): You acknowledge and agree that these Terms are solely between you and Koble, and not with Apple, Inc. (“Apple”) and Koble, not Apple, is solely responsible for the Apple Platform App and the content thereof. You may only use the Apple Platform App on Apple branded products that you own or control. You must comply with the App Store Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Platform App. In the event of any failure of the Apple Platform App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple Platform App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Platform App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Koble as the supplier of the Apple Platform App. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple Platform App or your possession and/or use of the Apple Platform App, including, but not limited to (a) product liability claims, (b) any claim that the Apple Platform App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Koble as a supplier of the Apple Platform App. You acknowledge that, in the event of any third-party claim that the Apple Platform App or your possession and use of the Apple Platform App infringes that third party’s intellectual property rights, Koble, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple Platform App, you may direct them to Koble Care Inc. at 1911, 16 Yonge St., Toronto, ON, M5E2A1, or call us at 4163338604, or contact us by email at support@koblecares.com. You agree to comply with all applicable third-party terms of agreement when using the Apple Platform App, including your wireless data service agreement. You and Koble acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Google Play Store. The following applies to any Platform App you obtain through the Google Play Store (a “Google Platform App”): You acknowledge and agree that these Terms are solely between you and Koble, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). You must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where you obtained the Google Platform App. Koble, and not Google, is solely responsible for the Google Platform App. Google has no obligation or liability to you with respect to the Google Platform App or these Terms. You acknowledge and agree that Google is a third-party beneficiary of these Terms.

Mobile Device Data Charges. You are solely responsible for any data charges and similar fees associated with your use of the Platform or the Services through a mobile device.

Reservation of Koble Rights. Koble and its licensors and the providers of Services have and will retain all right, title and interest in and to the Platform, Services, Content, Platform Apps and Platform Web Portal, and the software and systems used to provide them (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Platform, Services, Content, Platform Apps and Platform Web Portal. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any trademarks owned or used by Koble or by the providers of Services.

License to Use Your Feedback. You grant to Koble and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.

Expert Team Services. While some Services are provided by Koble, the Platform also allows you to access Expert Team Services. You are responsible for all fees and taxes that may be charged for the use of Expert Services outside of the Platform. Your use of any Expert Team Services is at your own risk. Where the Expert Team Services are provided by a health care provider, Koble will use reasonable efforts to verify that the health care provider is licensed in the jurisdiction in which the health care provider claims to be licensed. Koble makes no representations or warranties with respect to, nor does it guarantee or endorse, any Expert Team Services. Koble does not guarantee the continued availability of Expert Team Services, and Koble may disable an Expert Team Service at Koble’s sole discretion. Your dealings with the provider of any Expert Team Services are solely between you and the provider. Accordingly, Koble expressly disclaims responsibility and liability for all Expert Team Services, and you agree that Koble shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Expert Team Services. If you have any issues with an Expert Team Service, you must contact the provider of the Expert Team Service directly. Where you use an Expert Service, you authorize us to provide basic account information to the provider of the Expert Team Service to allow the provider of the Expert Team Service to contact you.

Expert Team Content
When you use Expert Team Services, content is provided by providers of Expert Team Services and other third parties (collectively, “Expert Team Content”). You use any Expert Team Content at your own risk. Koble makes no representations or warranties with respect to, nor does it guarantee or endorse, any Expert Team Content. Koble does not guarantee the continued availability of Expert Team Content, and Koble may disable or remove any Expert Team Content at Koble’s sole discretion. Koble expressly disclaims responsibility and liability for all Expert Team Content, and you agree that Koble shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Expert Team Content.

Links to Other Sites. The Platform, Services or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not been reviewed by Koble and are maintained by third parties over which Koble exercises no control. Accordingly, Koble expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

Content, Functionality and Access. Koble may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Platform or Services, (b) remove any functionality from the Platform or Services, (c) change any functionality on the Platform or Services, (d) modify the Platform App or Platform Web Portal, and (e) deny any person access to the Platform or Services. Koble furthermore reserves the right to take any action related to the Platform, Services, Content, Platform Apps or Platform Web Portal that is required to comply with applicable law.

Fees and Payment. You will pay Koble the fees for the Services (“Fees”) in accordance with Koble’s then-current rate card and payment terms found at https://koblecares.com/ (the “Rate Card”). Koble (or a third party payment processor) will charge you for all Fees due with respect to the Services by credit card in accordance with the then-current Rate Card. You will receive a statement of charges, in accordance with the billing and payment terms set out in the then current Rate Card, which will serve as a receipt for Services provided and Fees charged. Fees will be waived for all Beta Members for the first year of use. Your payments may be processed on behalf of Koble by a third party payment processor using their secure site. For greater certainty, where a third party payment processor is used, (a) your payment information will be sent to the third party payment processor; and (b) personal information that you submit during the payment process is subject to the Privacy Statement. Koble reserves the right at any time to reject, cancel or terminate any transaction, even if any payment in respect of any such transaction is accepted by Koble’s third party payment processor.All Fees are non-cancellable and non-refundable, except as expressly specified in these Terms. Unless otherwise expressly agreed by the parties in writing, any Fees paid will not offset any other Fees due. Non-payment or late payment of Fees which are not the subject of a written good faith dispute is a material breach of these Terms and, Koble shall be entitled to withhold performance and discontinue the Services until all amounts due are paid in full.The Fees are exclusive of, and you are responsible for payment of, all taxes, levies, duties, tariffs, assessments, export and import fees, or other similar local, state, provincial, federal or foreign jurisdiction governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes imposed by any jurisdiction arising from the payment of the Fees or Koble’s provision of the Services, except taxes based on Koble’s income, property or employees (collectively, the “Taxes”). If Koble has the legal obligation to pay or collect Taxes for which you are responsible under this section, Koble will invoice you and you will pay that amount unless, prior to your purchase, you provide Koble with a valid tax exemption certificate authorized by the appropriate taxing authority. You will make all payments of Fees to Koble without reduction for any withholding taxes, except as required by law, and any such taxes imposed on payments of Fees to Koble will be your sole responsibility and your shall increase the amount payable as necessary so that after making all required deductions and withholdings, Koble receives an amount equal to the amount it would have received had no such deductions or withholding been made. Further, you will provide Koble with official receipts issued by the appropriate taxing authority, or such other evidence as Koble may reasonably request, to establish that such taxes have been paid.

Disclaimer of Warranties and Limitation of Liability.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS AND PLATFORM WEB PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS AND PLATFORM WEB PORTAL IS AT YOUR OWN RISK. KOBLE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS AND OTHER TERMS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS AND PLATFORM WEB PORTAL, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. KOBLE MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS AND PLATFORM WEB PORTAL WILL OPERATE ERROR-FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS OR PLATFORM WEB PORTAL WILL BE SECURE, OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE PLATFORM, SERVICES AND CONTENT WILL BE FREE OF MALICIOUS CODE. KOBLE IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE PLATFORM OR THE SERVICES. KOBLE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY EXPERT TEAM SERVICES, EXPERT TEAM CONTENT, OR THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE PLATFORM, SERVICES OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS OR PLATFORM WEB PORTAL IS TO STOP USING THEM.

IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF KOBLE (AND KOBLE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF EXPERT TEAM SERVICES AND EXPERT TEAM CONTENT) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE PLATFORM, SERVICES, CONTENT, PLATFORM APPS OR PLATFORM WEB PORTAL, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) THE SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. ANY ACTION COMMENCED BY YOU AGAINST KOBLE MUST BE BROUGHT WITHIN 12 MONTHS OF THE CAUSE OF ACTION ARISING.

IN NO EVENT WILL KOBLE (OR KOBLE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF EXPERT TEAM SERVICES AND EXPERT TEAM CONTENT) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Indemnity. You will indemnify and hold Koble (and Koble’s directors, officers, employees, partners, suppliers and agents, and the providers of Expert Team Services and Expert Team Content) harmless from all Losses arising from your use of the Platform, Services, Content, Platform Apps or Platform Web Portal, or your breach of any of these Terms, and from all Losses resulting from any Submission that is untrue, inaccurate or incomplete.

Termination and Suspension. If you fail to comply with these Terms, then, without limiting any other right or remedy available to Koble, Koble may suspend or terminate your access to all or any part of the Platform, Services, Content, Platform Apps or Platform Web Portal, with or without notice to you, and without any liability to you or any other person. Koble may suspend or terminate your access to all or any part of the Platform, Services, Content, Platform Apps or Platform Web Portal, at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If Koble terminates or suspends your access to all or any part of the Platform and/or some or all of the Services, Content, Platform Apps or Platform Web Portal, then these Terms will nevertheless continue to apply in respect of your use prior to such termination or suspension.

Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America or Canada of any of the Platform, Services or Content, or any information about any of them, which may be imposed from time to time by the governments of the United States of America or Canada. You shall not export any of the Platform, Services or Content, or any information about any of them without the prior written consent of Koble and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to the U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

Amendments. The “last updated” legend above indicates when these Terms were last amended. Koble may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Platform and providing notice to you. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Platform, Services, Content, Platform Apps and Platform Web Portal within the 30-day notice period, or up to 30 days after the notice period expires, if we have changed these Terms in a way that increases your obligations or reduces our own. If you continue to access or use the Platform, Services, Content, Platform Apps or Platform Web Portal after the applicable 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

Governing Law & Jurisdiction. These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform, the Services, the Content, the Platform Apps or the Platform Web Portal, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. You and Koble each attorn to the exclusive jurisdiction of the courts of Ontario in respect of any such dispute, controversy or claim, except that, notwithstanding the foregoing, (i) you agree that Koble shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (ii) you agree that Koble shall be entitled to seek and be awarded an order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of Ontario, and you hereby waive any defence you might then have to the granting of such an order.

Injunction. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to Koble, such harm would not be quantifiable in monetary damages, and Koble would not have an adequate remedy at law. You agree that Koble shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Koble post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Koble to enforce any provision of these Terms.

Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform, the Services, the Content, the Platform Apps or the Platform Web Portal, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Koble will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

Entire Agreement. These Terms, together with any Additional Service Terms, represent the entire agreement between you and Koble with respect to use of the Platform, Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral or written between you and Koble with respect to any of the foregoing.

Unacceptable Use. You will not (a) make the Platform, Services, Content, Platform Apps or Platform Web Portal available to, or use the Platform, Services, Content, Platform Apps or Platform Web Portal for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute (for a commercial purpose), make available, rent or lease the Platform, Services, Content, Platform Apps or Platform Web Portal, or include the Platform, Services, Content, Platform Apps or Platform Web Portal in a service bureau or outsourcing offering, (c) use the Platform, Services, Platform Apps or Platform Web Portal to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Platform, Services, Platform Apps or Platform Web Portal to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Platform, Services, Content, Platform Apps or Platform Web Portal, (f) attempt to gain unauthorized access to the Platform, Services or Content or their related systems or networks, (g) access or use any Koble intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the Platform, Services, Content, Platform Apps or Platform Web Portal or any part, feature, function or user interface of the Platform, Services, Content or Platform Web Portal, (i) frame or mirror any part of the Platform, Services, Content or Platform Web Portal, or otherwise incorporate any portion of the Platform, Services, Content or Platform Web Portal into any product or service, (j) access or use the Platform, Services, Content, Platform Apps or Platform Web Portal in order to build a competitive product or service or to benchmark with a non-Koble product or service, (k) reverse engineer the Platform, Services, Content, Platform Apps or Platform Web Portal, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Platform, Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-Koble automation code in relation to the Platform, Services or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Platform, Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Platform, Services, Content, Platform Apps or Platform Web Portal, (p) probe, scan, or test the vulnerability of the Platform, Services, Platform Apps or Platform Web Portal or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Platform or Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to Koble or any other person on or through the Platform, Services, Platform Apps or Platform Web Portal.

General.
If any provision of these Terms is unlawful, void or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Koble granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. Failure by Koble to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by Koble of that or any subsequent default or failure of performance. Koble’s affiliates, Koble’s directors, officers, employees, partners, suppliers and agents, and Expert Team Services and Expert Team Content, are third-party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability” and “Indemnity”. Apple, Google and their subsidiaries are third-party beneficiaries of these Terms. There are no third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of Koble. Koble may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and Koble and your and its respective successors and permitted assigns.