Website Terms & Conditions

Overview

KEEP Labs Inc. is a corporation, formed under the laws of the Province of Ontario (“KEEP”, “we”, “our” or “us”).  We are providing you with the KEEP mobile applications (each, an “App” and collectively, the “Apps”), this website and any of our other websites (including, without limitation, a mobile-optimized version of any of our websites) (each, a “Site” and collectively, the “Sites”) and the KEEP hardware products and devices (each, a “KEEP Device” and collectively, the “KEEP Devices”) pursuant to these Terms of Use and Conditions (these “Terms”).

The Apps, the Sites and any related software (including any firmware related to the KEEP Devices) are referred to, collectively, as the “Services” and each, as a “Service.”  Each of the terms “you” and “user” refers to individuals using the applicable Service or KEEP Device.

By using any of our Services or KEEP Devices and/or by clicking the “I Agree” button when prompted in using a Service or KEEP Device, you unconditionally agree to follow and be bound by these Terms and our Privacy Policy (https://www.discoverkeep.com/privacy). (the “Privacy Policy”). If you do not agree to be bound by and comply with all of the terms of these Terms, you may not use our any of our Services or KEEP Devices.

Modification

We reserve the right to update or modify these Terms at any time.  By continuing to use a Service or KEEP Device after any such changes, you agree to follow and be bound by these Terms (as revised).  As a result, you should regularly review these Terms.

Limited Warranty

Unless the supplier of your KEEP Device provides its own warranty, KEEP will provide you a warranty as set forth in the Limited Warranty available on www.discoverkeep.com.

Users

Each of the Services and KEEP Devices are intended for use by persons of legal age to form a binding contract in the applicable jurisdiction or persons who are not of legal age to form a binding contract in the applicable jurisdiction but have received their parent’s or guardian’s permission to use the applicable Services and KEEP Devices.  If you are not the legal age to form a binding contract in the applicable jurisdiction, you may use a Service or Keep Device only with the consent and under the supervision of a parent or legal guardian who consents to these Terms, in accordance with the requirements of applicable laws.  Otherwise, under no circumstances should a Service or KEEP Device be used by persons under the legal age to form a binding contract.

If you discover that your child has been using a Service or KEEP Device without your consent, or that someone has been using a Service or KEEP Device for or on behalf of your child without your consent, please contact us using the information below under “How to Contact Us” and we will take reasonable steps to delete the child’s information from our active databases.

We reserve the right to check our user base from time to time and remove users whom we have grounds to believe they are in fact minors, including without limitation, restricting those user accounts, or deleting them, as we may deem appropriate.

By using any of our Services, accessing any of the Services or using any KEEP Device, you acknowledge that you are of legal age to form a binding contract in your jurisdiction.  If you are a parent or legal guardian of a user that is below the legal age to form a binding contract in the applicable jurisdiction, you consent to these Terms on behalf of such user, including, without limitation, processing and using such user’s personal information in accordance with the terms herein, and you are fully responsible for the acts of such user in relation to our Services and Keep Devices.

You may not provide access to or use any Service, KEEP Device or Content (as defined below) for the benefit of third parties or make commercial use of a Service, KEEP Device or Content, but you may use the Service or KEEP Device for your personal use subject to these Terms.  Use of and access to a Service or KEEP Device is void where prohibited.  By accessing and using any Service or a KEEP Device, you shall ensure that (a) any and all registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Service or KEEP Device will comply with and does not violate any applicable law, regulation, order or guideline and (d) you consent to receiving messages and marketing and promotional material, including, without limitation, messages or marketing and promotional material offering purchases.

Disclaimers

Your use of any aspect of a Service or KEEP Device is at your own risk.

Before using any Service or KEEP Device, you should consult with healthcare providers and make your medical decisions based on their advice.

Information, advice, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data and other materials is made or may be made available from us or third parties through the Services (collectively “Content”). For example, the interface of an App may provide you with names, pictures or descriptions of various medications and information related to your medications and prescriptions.  We do no guarantee and are not responsible for the accuracy, completeness, or timeliness of any Content.

All Content is provided for informational purposes only. No Content, including that provided by other users of the App, is or should be considered, or used as a substitute for, medical advice, care, diagnosis or treatment. Reliance on any Content or other information provided by us, our employees, our users or third parties through your use of a Service is solely at your own risk and we accept no liability therefor.

The provision of information about or the enablement of the reminder system with respect to any medication or medical product is not a recommendation or endorsement by us for such medication or medical product.

Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding personal health, medical conditions or drugs or medications and before commencing or discontinuing any course of treatment, drug or medication.  Never disregard, avoid or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of any information you have received or obtained through the use of any Service.  If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately. If you are experiencing a medical emergency, please immediately call for emergency medical help.

If you use and/or access any Service on or from an Android device which you or someone else rooted or on or from an iOS device which you or someone else jail broke or you have modified a KEEP Device in any way, we are not be responsible for the security of your data or your KEEP Device or the content thereof, including your personal information, and you shall bear all responsibility for any breach, illegal access, loss and/or corruption of such data or KEEP Device.

KEEP IS NOT A MEDICAL SERVICE PROVIDER AND IS NOT PROVIDING ANY MEDICAL ADVICE OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER IN RESPECT OF ANY SERVICE OR KEEP DEVICE. INFORMATION REGARDING MEDICATIONS, PRESCRIPTIONS, HEALTH, MEDICAL ADVICE AND OTHERWISE MAY BE PROVIDED BY THIRD PARTIES, INCLUDING OTHER USERS OF A SERVICE OR BY KEEP THROUGH THE SERVICE. WE CANNOT ACCEPT ANY LIABILITY WHATSOEVER IN RESPECT OF ANY SUCH CONTENT WHICH IS PROVIDED BY THIRD PARTIES AND/OR ANY OTHER USERS OF A SERVICE. ANY ACTIONS YOU TAKE BASED ON CONTENT, NOTIFICATIONS AND OTHERWISE PROVIDED BY A SERVICE ARE TAKEN AT YOUR SOLE RISK. YOU SHOULD ALWAYS CHECK ANY INFORMATION PROVIDED THROUGH A SERVICE TO ENSURE ITS ACCURACY AND CONSULT YOUR MEDICAL ADVISOR.

KEEP IS NOT RESPONSIBLE FOR ENSURING THE SECURITY OF YOUR LOG-IN INFORMATION, WHICH MUST BE KEPT STRICTLY CONFIDENTIAL AT ALL TIMES.  YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT OCCUR UNDER ALL OF YOUR LOG-IN INFORMATION, AND YOU AGREE TO NOTIFY KEEP IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR LOG-IN INFORMATION OR ACCOUNTS OR ANY OTHER BREACH OF SECURITY.

KEEP IS NOT RESPONSIBLE FOR ENSURING THE SECURITY OF YOUR KEEP DEVICE. A KEEP DEVICE IS NOT THE SAME AS OR EQUIVALENT TO WHAT A REASONABLE PERSON WOULD CONSIDER TO BE A “SAFE”.  YOU ACKNOWLEDGE THAT (A) A KEEP DEVICE COULD BE EASILY STOLEN, BROKEN INTO AND/OR DAMAGED, (B) A KEEP DEVICE IS NOT A SUBSTITUTE FOR OTHER COMMON SAFE STORAGE PRACTICES (INCLUDING, WITHOUT LIMITATION, USING CHILD-RESISTANT OR CHILD-PROOF PILL BOTTLES OR CONTAINERS) AND (C) KEEP DOES NOT TAKE ANY RESPONSIBILITY IF YOUR KEEP DEVICE IS STOLEN, BROKEN INTO AND/OR DAMAGED AND THE CONTENTS THEREOF ARE ACCESSED OR CONSUMED.

KEEP DOES NOT ACCEPT ANY RESPONSIBILITY FOR INTERRUPTIONS IN INTERNET SERVICE CAUSED BY A THIRD PARTY.

If you elect to do so, you are responsible for selecting a partner to connect to a Service or KEEP Device (such as providers of patient support programs, pharmacies, distributors, partner organizations offering programs, caregivers and other healthcare providers) and, if applicable, permitting that partner to access, transfer to us or receive prescription, medication and other health related information so that certain Services can be used as intended in connection with your KEEP Device.

We will investigate suspected violations of these Terms or illegal and inappropriate behaviour through any Service or KEEP Device.  Please note that we will fully cooperate with any law enforcement investigation or court order ordering us or directing us to disclose the identity, behaviour or activities of anyone believed to have violated these Terms or to have engaged in illegal behaviour.

You may request termination of your account at any time and for any reason and you may exercise your rights according to the General Data Protection Regulation (“GDPR”), by sending an e-mail to privacy@keeplabs.com (mailto:privacy@keeplabs.com).  More information about your rights pertaining to the GDPR can be found in our Privacy Policy (https://www.discoverkeep.com/privacy).  Any suspension or termination of your account shall not affect your obligations to us under these Terms (including, without limitation, Ownership, Disclaimers and No Liability), including all those obligations, which by their sense and context are intended to survive the suspension or termination of your account.

No Liability

IN NO EVENT WILL KEEP OR OUR AFFILIATES, PARTNERS OF KEEP THAT ARE CONNECTED TO THE SERVICES (SUCH AS PROVIDERS OF PATIENT SUPPORT PROGRAMS, PHARMACIES, PROGRAMS OFFERED BY PARTNER ORGANIZATIONS, DISTRIBUTORS, CAREGIVERS AND OTHER HEALTHCARE PROVIDERS) AND EACH OF OUR AND THEIR RESPECTIVE AGENTS, REPRESENTATIVES AND THIRD PARTY SERVICE PROVIDERS BE HELD ACCOUNTABLE FOR ANY INCIDENTS RESULTING FROM THE USE OF ANY SERVICE OR DEVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, KEEP DEVICES, ANY WEBSITES LINKED TO A SERVICE, THE CONTENT OF ANY SERVICE OR THE PERSONAL INFORMATION ACCESSIBLE ON OR THROUGH ANY OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEEP OR ANY OF OUR AFFILIATES OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR ANY DESIGN MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE PERSONAL INFORMATION ACCESSIBLE OR CONTENT PROVIDED THROUGH ANY OF THE SERVICES.

IN NO EVENT WILL KEEP OR ITS AFFILIATES, PARTNERS OF KEEP THAT ARE CONNECTED TO THE SERVICES (SUCH AS PROVIDERS OF PATIENT SUPPORT PROGRAMS, PHARMACIES, PARTNER ORGANIZATIONS OFFERING PROGRAMS, DISTRIBUTORS, CAREGIVERS AND OTHER HEALTHCARE PROVIDERS) AND EACH OF OUR AND THEIR RESPECTIVE AGENTS, REPRESENTATIVES AND THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF YOUR PERSONAL INFORMATION THAT MAY OCCUR AS A RESULT OF SOMEONE ELSE USING YOUR LOG-IN INFORMATION, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

Other Services

At our discretion, we may offer various subscription services and you may choose to subscribe for the same.

If you have downloaded a version of an App onto an Apple, Inc. (“Apple”). device and you elect to subscribe for a subscription service, (a) any payment will be charged to iTunes Account at confirmation of purchase; (b) your subscription will automatically renew unless you turn off auto-renew at least 24 hours before the end of the then current period; (c) your account will be charged for renewal within 24-hours prior to the end of the then current period, at such amount at the renewal amounts indicated on Top-In-App Purchases page within the Apple iStore; (d) you may manage your subscription and the auto-renewal may be turned off by going to your Account Settings after purchase; and (e) any unused portion of a free trial period, if offered, will be forfeited when you purchase a subscription to that publication, where applicable.

Technology and Support

We do not warrant or guarantee that any Service or KEEP Device will function with your mobile or computing device or be compatible with the hardware or software on any particular devices. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Service.

Without limiting the foregoing, we, our licensors, and our suppliers make no representations or warranties about: (a) the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Services, KEEP Devices (except as set out in any limited warranty related to the applicable KEEP Device, if any) or Content, including software, text, graphics, links, or communications provided on or through the use of a Service; or (b) the satisfaction of any government regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with regard to a Service or KEEP Device.

We have no obligation to provide technical support or maintenance for the Services or KEEP Devices (except as set out in any limited warranty related to the applicable KEEP Device, if any).

Although we take reasonable measures to keep the Services free of viruses, worms, trojan horses or other codes that contain destructive properties, we do not warrant or guarantee that files available for downloading through a Service will be free of such contaminations.

User Acknowledgements, Covenants and Responsibilities

You understand, acknowledge and agree that, in using any of our Services and KEEP Devices:

• the Services and KEEP Devices will collect information and transmit that information to KEEP;
• (i) the Services and KEEP Devices will collect information about me and transmit that information to KEEP and to provider of patient support programs, pharmacies, partner organizations offering programs, distributors, caregivers and other healthcare providers, (ii) such recipients have no obligation or responsibility to view or take action upon receipt of such information and (iii) you may opt-out or otherwise restrict the disclosure of such personal information such recipients by providing written notice to KEEP;
• if you elect, a provider of patient support programs, pharmacy, partner organization, distributor, caregiver and/or other healthcare provider will give information about you to KEEP, including your personal information, including personal health information, which includes information relating to the diagnosis, treatment, claims payment, and health care services provided or to be provided to me and which may identify my name, address, social security number, and other information personally identified to me;
• the Services and KEEP Devices may display and transfer your personal information, including personal health information, from third-party devices that you connect to the Services or KEEP Device and that KEEP makes no representations or warranties about the accuracy of information that is transferred from such devices to the KEEP Device or the ability to connect third-party devices to the KEEP Device that have not been approved by KEEP; and
• KEEP may take information about me, de-identify it (that is, take out information identifying who you are in accordance with applicable law), put it together with information regarding others using any Service and/or KEEP Devices and use the de-identified information, all in accordance with our Privacy Policy.

You further understand, acknowledge and agree that:

• you will not reproduce, duplicate, copy, sell, resell, or exploit any Service or KEEP Device, any Content, any software associated with a Service or KEEP Device or any portion of any of the foregoing;
• you will not use any Service or KEEP Device for any purpose in violation of local, provincial, state, national or international laws;
• you will not solicit another person’s password or personal information under false pretenses;
• you will not impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity, and/or use or access another user’s account or password without permission;
• you will not violate the legal rights of others, including defaming, abuse, stalking or threatening users;
• you will not infringe the intellectual property rights, privacy rights, or moral rights of KEEP or any third party;
• you will not post or transmit any Content that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or furthers such activity, that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material or that is (or reasonably should be understood to be) libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of any Service);
• you will not publish falsehoods or misrepresentations, including with respect to any medical or health information.

You agree not to interfere or attempt to interfere with the proper working of any Service or KEEP Device or to disrupt the operations or violate the security of a Service or KEEP Device.  Violations of system or network operation or security may result in civil or criminal liability.  We will investigate possible occurrences of such violations, and we may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations.

If you submit any information to us through or related to any Service or KEEP Device or send us any business information, feedback, idea, concept or invention to us by e-mail, you shall ensure that you have all necessary permission to submit or otherwise make available such information.

You agree to comply with all user responsibilities and obligations as stated in these Terms.

Non-enforcement or our failure to act with respect to a breach by you or others of these Terms does not constitute consent or waiver, and we reserve the right to enforce such term at our sole discretion.  No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  Nothing contained in these Terms shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.

Licence Grant

We hereby grant to you a limited, non-exclusive, non-assignable, non-sublicensable licence to access and use our Services, and any user guides, specifications or related documentation (collectively, the “Service Documentation”), subject to the terms and conditions of these Terms.  This licence is only for your personal and non-commercial use and only for the term of these Terms.  To the extent not limited or restricted under any applicable law or regulation, you are granted permission to temporarily download one copy of an App for personal, non-commercial use only and on each mobile device that you own or control.  You may not distribute or make an App available for use by others on multiple devices simultaneously.

Under the above licence, except as and only to the extent any of the following restrictions are prohibited by applicable law or any of the restricted activities are permitted by the licencing terms of any open-sourced components incorporated into a Service, you may not:

• lend, rent, lease, sell, redistribute, assign, sub-licence or otherwise transfer a Service or the right to download or use an App;
• use a Service for any commercial purpose or for any commercial or non-commercial public display;
• copy, decompile, reverse engineer, disassemble, attempt to derive the source code of any, any updates of Service, or any part of a Service or updates, or attempt to do any of the foregoing;
• copy, modify or create derivative works of a Service, Service Documentation, part of a Service or Service Document or any updates thereof;
• remove any copyright or other proprietary notices from a Service, Service Documentation, part a Service or Service Document or any updates thereof;
• transfer the Content or materials from a Service to anyone else or “mirror” the same on any server;
• circumvent, disable, or otherwise interfere with security-related features of a Service or features that prevent or restrict use or copying of any content;
• use any robot, spider, site search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of a Service;
• harvest, collect or mine information about other users of a Service or KEEP Device;
• post or transmit any virus, worm Trojan horse or other harmful or disruptive element; or
• violate any applicable law, rule or regulation.

If you violate any of these restrictions, this licence will automatically terminate, and you may be subject to prosecution and damages.

Ownership

KEEP and its licensors own each Service (including each of the Apps and Sites) and Service Documentation, including any material or Content made available through a Service, including our proprietary algorithm, and all worldwide intellectual property rights in the foregoing.  Except as expressly permitted herein, you may not copy, further develop, reproduce, re-publish, modify, alter download, post, broadcast, transmit or otherwise use any material made available in a Service or KEEP Device.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in a Service or KEEP Device.  All trademarks are trademarks or registered trademarks of their respective owners.  Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of ours or any third party.

Apple

This provision only applies in respect of the version of an App used on devices of Apple. These Terms is an agreement between you and us.  Apple has no responsibility for any App or the content of any App, including in respect of claims of intellectual property infringement, product liability or that an App does not conform with applicable law.  To the maximum extent permitted by applicable law, Apple provides no warranty in respect of an App and has no obligation to provide support in respect of an App.  All claims in respect of any App must be directed to us and not to Apple. Your use of an App must be in compliance with Apple’s Terms and you may only use the App on an iPhone or iPad that you own or control as permitted by such terms.  In the event the App fails to conform to the warranty set forth herein, you may notify Apple and, if applicable, Apple will refund the purchase price for the App to you.  Apple shall be a third party beneficiary of these Terms with the right to enforce these Terms against you.

Export Restriction

Except as authorized by Canadian law, United States law and the laws of the jurisdiction in which a Service or KEEP Device was obtained or is used, you may not use, export or re-export a Service or KEEP Device (as applicable).  Without limiting the foregoing, a Service or KEEP Device may not be exported or re-exported into any Canadian or United States embargoed countries or to anyone on the United States Department of Commerce Denied Person’s List or Entity List or the United States. Treasury Department’s list of Specially Designated Nationals.  You represent and warrant that you are not on any such list or located in any such country and that you will not use a Service or KEEP Device for any purposes prohibited by Canadian law, United States law or other applicable law.

Termination

These Terms is effective until terminated by either you or us. You may terminate these Terms at any time, provided that you discontinue any further use of any Service or KEEP Device.  If you violate these Terms, our permission to you to use or access any Service or KEEP Device automatically terminates.  We may, in our sole discretion, terminate these Terms and your access to any or all of the Services or KEEP Devices, at any time and for any reason, after notifying you, without penalty or liability to you or any third party.  In the event of your breach of these Terms, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to us.

Upon any termination of the Agreement by either you or us, you must promptly uninstall any Service on all of your devices and destroy all materials downloaded or otherwise obtained from a Service, all Service Documentation, and all copies of such materials and Service Documentation.

The following provisions survive the expiration or termination of these Terms for any reason whatsoever: Disclaimers, Ownership, No Liability, Choice of Law and Forum, Entire Agreement and Severability.

Choice of Law and Forum

These Terms shall be governed in all respects under the laws of the Province of Ontario and the federal laws of Canada applicable therein, exclusive of any choice of law or conflict of law provisions.  In any claim or action by you directly or indirectly arising under these Terms or related to any Services or KEEP Devices, you irrevocably agree to submit to the exclusive jurisdiction of the courts located in the City of Toronto, Ontario, Canada.

Entire Agreement

These Terms constitutes the entire agreement between you pertaining to the subject matter hereof.  Anything contained in or delivered through a Service that is inconsistent with or conflicts with the terms of these Terms is superseded by the terms of these Terms.

Severability

If any of the provisions of these Terms are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

Assignability

You agree that these Terms and all incorporated agreements between you and us may be assigned by us, in our sole discretion to any third party.

How to Contact Us

All notices to you relating to these Terms shall be posted on or through a Service or sent to you at the e-mail or physical address, if any, that you provided to us.

All notices to us relating to these Terms may be made either by e-mail to info@keeplabs.com or in writing and sent to the following:

KEEP Labs Inc.

1108 - 250 Consumers Road #750 North York, ON M2J 4V6

Attn: Terms

Any notice posted on or through a Service or by e-mail, shall be deemed given when notice is posted on or through a Service or when the e-mail is sent (as applicable), unless the sending party is notified that the e-mail address is invalid.

Last update: May 5, 2023