Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE CLICKING "I AGREE", CREATING AN ACCOUNT OR ACCESSING THE THRIVE HEALTH PLATFORM. BY CREATING AN ACCOUNT OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE PLATFORM. IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR PROVINCE OR TERRITORY OF RESIDENCE, YOUR PARENT OR LEGAL GUARDIAN MUST REVIEW AND AGREE TO THESE TERMS ON YOUR BEHALF.

THE SERVICES ARE NOT A HEALTH SERVICE AND ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR JUDGMENT AND SHOULD NOT BE USED TO REPLACE OR AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR JUDGMENT. THE THRIVE HEALTH PLATFORM IS NOT A MEDICAL DEVICE OR ADVICE AND IS NOT INTENDED FOR MEDICAL USE, INCLUDING IN DIAGNOSING, TREATING, MITIGATING OR PREVENTING A DISEASE, DISORDER OR ABNORMAL PHYSICAL STATE, OR ANY OF THEIR SYMPTOMS. IN CASE OF A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY DEPARTMENT. DO NOT USE THE PLATFORM FOR URGENT OR EMERGENCY MEDICAL NEEDS. THE PLATFORM IS NOT MONITORED 24/7 AND PROVIDERS MAY NOT RESPOND IMMEDIATELY TO MESSAGES.

1. DEFINITIONS

"Account" means the account on the Platform created and controlled by you, or created on your behalf by a Provider in connection with providing health services to you, and controlled by you upon your acceptance of these Terms.

"Aggregated Data" means de-identified data derived from Your Information that contains no Confidential Information or Personal Information.

"Applicable Laws" means applicable Canadian federal and provincial statutes, regulations and orders, including applicable Canadian privacy laws.

"Authorized Representative" means a caregiver, family member, substitute decision-maker, or other individual you authorize to access your Account on your behalf.

"Clinical Information" means health or medical information about You that a Provider makes available to you through the Platform.

"Documentation" means Thrive Health-published materials, as made generally available to You that describe the Thrive Health Platform.

"Healthcare Communications" means messages and content exchanged between you and Providers through the Platform.

"Personal Information" means information about an identifiable individual.

"Platform" means Thrive Health's then-current production version of its multi-tenant software-as-a-service digital health platform, as described in the Documentation, excluding Third-Party Products.

"Provider" means any healthcare provider, including their staff, who uses the Platform to provide health services.

"Services" means your access to and use of the Platform, including the ability to communicate with Providers, store and manage Your Information, and access support.

"Subscription Fee" means, if any, the fees payable by You for access to and use of the Platform which may be charged from time to time.

"Terms" means these End User Terms of Use, as may be amended from time to time.

"Third-Party Products" means third-party software, services, features, or artificial intelligence technology that are incorporated into or integrated with the Platform, licensed under separate terms.

"Thrive Health Property" means the Platform including all updates, modifications, and all websites that Thrive Health uses to provide the Services, Documentation, Aggregated Data, and all related intellectual property owned by or licensed to Thrive Health, excluding Your Information.

"Usage Data" means operational and product data generated by or through the Platform relating to your use of the Platform. Usage Data does not include any Personal Information about you.

"Unrelated Services" means health services, programs, or features offered by Thrive Health that are separate from the core Platform services for coordinating care with Providers, and which require separate consent and may be governed by separate terms.

"You" or "Your" means you, the individual user who has created an Account and accepted these Terms of Use. If you are under the age of majority in your province or territory of residence, "You" includes your parent or legal guardian who has accepted these Terms on your behalf.

"Your Information" means all Clinical Information, Your Provided Information, and Healthcare Communications that relates to you, but for certainty excludes Aggregated Data and Usage Data.

"Your Provided Information" means text, data, images, files, health information, symptoms, measurements, and other content that you enter into the Platform, excluding Healthcare Communications.

2. SUBSCRIPTION AND ACCESS

2.1 Grant of Access. Subject to Your compliance with these Terms and timely payment of the Subscription Fee (if applicable), Thrive Health grants You a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for as long as Your Account remains active. You may not use the Platform for any commercial purpose or to provide services to third parties.

2.2 User Authentication and Responsibility. You are solely and fully responsible for: (a) providing accurate and complete information when creating your Account and using the Platform; (b) maintaining the confidentiality of all Your account credentials; (c) all use of the Platform through your Account, including by any Authorized Representative you permit to access your Account; (d) ensuring your device and internet connection meet the technical requirements to access the Platform; (e) maintaining your own backup copies of any information you upload to the Platform; and (f) promptly notifying Thrive Health of any unauthorized access or security concerns.

2.3 Geographic Restriction. The Platform is intended for use by individuals receiving healthcare services in Canada and Providers providing healthcare services in Canada. Temporary access while traveling outside Canada for periods of less than 30 days is permitted, but you acknowledge that such access may be limited or unavailable and remains subject to all other Terms and you accept full responsibility for ensuring that your use of the Platform is in compliance with all laws applicable within that other jurisdiction. You may not export, re-export, or transfer the Platform, Services, or any data obtained through the Platform except as permitted under applicable Canadian export control and data protection laws.

2.4 Restrictions. You will not, and will not permit others to:

• (a) sublicense, sell, resell, transfer, assign or otherwise make the Services available to any third party;
• (b) reverse engineer, decompile or disassemble the Platform;
• (c) copy or modify the Platform or create derivative works from it;
• (d) use the Services for benchmarking, competitive analysis, or to build a competing product or service;
• (e) use the Services to develop or train artificial intelligence or machine learning models;
• (f) remove any proprietary notices from the Platform;
• (g) use the Services in violation of any third party rights, Applicable Laws or in a manner that threatens or circumvents any Platform security or other user;
• (h) share your Account credentials with others or allow anyone other than your Authorized Representatives to access your Account;
• (i) post, transmit, or share any content through the Platform that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially or ethnically offensive, or otherwise objectionable;
• (j) impersonate any person or entity, falsely state or misrepresent your affiliation with any person or entity, or provide false or misleading information;
• (k) interfere with or disrupt the Platform, servers, or networks connected to the Platform, or circumvent any security features or access controls;
• (l) collect, harvest, or store Personal Information or other information about other users without their express consent;
• (m) send unsolicited communications, advertisements, spam, chain letters, or other commercial messages through Healthcare Communications or the Platform; or
• (n) probe, scan, or test the vulnerability of the Platform or any network connected to the Platform, or breach any security or authentication measures.

2.5 Not Health Advice or Service. The Platform is a health information and care coordination tool. IT IS NOT A HEALTH SERVICE, MEDICAL DEVICE, OR SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT. PROVIDERS USING THE PLATFORM REMAIN SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS, ASSESSMENTS, DOCUMENTATION AND HEALTH SERVICES PROVIDED TO YOU. THE PLATFORM MAY INCORPORATE ARTIFICIAL INTELLIGENCE OR LARGE LANGUAGE MODEL FEATURES AND TECHNOLOGY THAT CAN GENERATE INACCURATE OUTPUTS; YOU AND YOUR PROVIDERS MUST VERIFY ALL PLATFORM OUTPUTS BEFORE RELYING ON THEM FOR MEDICAL DECISIONS.

2.6 Your Control Over Your Account and Information. You control your Account and Your Information. Generally, you decide: (a) which Providers can access Your Information; (b) when to grant or revoke Provider access; and (c) whether to continue using the Platform. Your Account persists even if your relationship with a specific Provider ends. You can continue using your Account with other Providers or close your Account at any time as described in Section 11.3. Providers may add Clinical Information about you, which you may access through your Account, even if you do not grant the Provider access to any other of Your Information. All Your Information is traceable to its source and remains under your control.

2.7 Connecting with Providers. You may grant Providers access to Your Information by either sending or accepting a connection request or invitation from or to the applicable Provider. When you grant access, that Provider can: (a) view all Your Information in your Account; (b) enter new Clinical Information about you; (c) communicate with you through the Platform; and (d) export information about you for their medical records. You can revoke a Provider's access at any time through your Account settings, though a Provider may retain Your Information in their own medical record systems as permitted or required by applicable professional standards and laws governing medical record retention. You may connect with multiple Providers through a single Account.

2.8 Authorized Representatives. You may authorize Authorized Representatives to access Your Account on Your behalf by designating them as Authorized Representatives through your Account settings. You are responsible for all actions taken by Your Authorized Representatives and must ensure they comply with these Terms, that they maintain the confidentiality of Your Information and use it only for purposes of managing Your health and care. You can revoke an Authorized Representative's access at any time. By designating an Authorized Representative, you represent and warrant that: (a) you have the legal right and authority to grant that individual access to your Account and Your Information on your behalf; and (b) you have informed the Authorized Representative of these Terms and they have agreed to access and use your Account only in accordance with these Terms and for the purpose of managing your health and care. You will promptly notify Thrive Health if the authority of any Authorized Representative is revoked or is otherwise no longer valid.

2.9 Minors. If you are a parent or legal guardian, you may create and manage an Account on behalf of your child who is under the legal age of majority in your province or territory of residence (a "Minor Account"), subject to these Terms. By creating a Minor Account, you represent and warrant that you are the minor's parent or legal guardian and that you have the legal authority to agree to these Terms on the minor's behalf. You acknowledge and agree that you are solely responsible for: (a) all activities conducted through the Minor Account; (b) the minor's compliance with these Terms; and (c) any use of the Platform by the minor, whether authorized by you or not. Providers determine whether to provide services to minors through the Platform in accordance with applicable professional and legal standards.

2.10 Communications with Providers. Healthcare Communications through the Platform: (a) are not appropriate for urgent medical matters; (b) may not be reviewed outside of the Provider's regular business hours; (c) do not replace in-person care when medically necessary; (d) may be included in your medical record maintained by the Provider; and (e) should follow any communication guidelines provided by your Provider.

2.11 Subcontracting. Thrive Health may use third parties to provide the Services (or any part thereof). Thrive Health remains responsible for the performance of its subcontractors.

2.12 Third-Party Links and Resources. The Platform may contain links to third-party websites, resources, or services for your convenience and information. These links do not constitute an endorsement, approval, or recommendation by Thrive Health or your Providers of any third-party content, services, products, or the organizations that provide them. Third-party websites and services are governed by their own terms of use and privacy policies, not these Terms. Thrive Health is not responsible for: (a) the content, accuracy, completeness, or availability of any third-party websites or resources; (b) any products, services, or information obtained through third-party links; (c) any harm or damages arising from your interactions with third-party websites or services; or (d) the privacy practices of third-party websites. You access third-party websites and services at your own risk.

2.13 Third-Party Products. The Platform may incorporate Third-Party Products and services, including artificial intelligence technology, licensed under separate terms. Thrive Health does not guarantee the continued availability of Third-Party Products and is not responsible for third-party failures, modifications, or discontinuation of products or services. Thrive Health is not responsible for any disclosure, modification, or deletion of Your Information resulting from access by third-party providers or Third-Party Products.

3. FEES AND PAYMENT

3.1 Fees. You will pay Thrive Health the Subscription Fee. Unless stated otherwise, all Subscription Fees are in Canadian dollars, and are non-cancellable, and non-refundable, except where a refund is expressly provided for in these Terms. While Thrive Health may be free at the time that you sign up or subscribe, Thrive Health may, on reasonable notice to you, require payment of a Subscription Fee to access and use new or existing features of the Platform. You may choose not to pay, in which case, the Platform will no longer be available to you after the effective date that Subscription Fees are due.

3.2 Payment Method. You must provide a valid payment method (credit card, debit card, or other payment method accepted by Thrive Health) to access fee-based Services. You authorize Thrive Health to charge your payment method for all fees payable under these Terms. You represent and warrant that you are authorized to use the payment method you provide.

3.3 Billing and Auto-Renewal. Subscription Fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified) beginning on the date you subscribe. Your subscription will automatically renew for successive periods of the same duration unless you cancel before the end of the current billing period as described in Section 3.6.

3.4 Failed Payments and Suspension. If payment fails for any reason: (a) Thrive Health will notify you and attempt to charge your payment method again; (b) you must update your payment information within 15 days; (c) Thrive Health may suspend your access to the Platform until payment is received; and (d) if payment is not received within 30 days, Thrive Health may terminate your Account in accordance with Section 11.2. You remain responsible for all unpaid fees.

3.5 Taxes. All Subscription Fees exclude applicable federal, provincial, and local taxes, levies, and duties (including GST/HST, PST, and QST). You are responsible for paying all applicable taxes associated with your subscription. If Thrive Health is required to collect or pay taxes for which you are responsible, you will be invoiced for such amounts.

3.6 Cancellation. You may cancel your subscription at any time through your Account settings or by contacting support@thrive.health. Cancellation takes effect at the end of your current billing period, and you will retain access until that time. The only exceptions to the non-refundable nature of Subscription Fees are as set out in Sections 5.4 and 9.5.

3.7 Price Changes. Thrive Health may change the Subscription Fee at any time. Thrive Health will provide you with at least 30 days' advance written notice of any price increase. The new price will take effect at the start of your next billing period after the notice period. If you do not agree to a price increase, you may cancel your subscription before the new price takes effect by following the process in Section 3.6, and you will not be charged the increased amount. Your continued use of the Platform after the new price takes effect constitutes acceptance of the new price.

4. YOUR INFORMATION AND DATA

4.1 Your Ownership. As between you and Thrive Health, you own Your Information. Thrive Health processes Your Information solely to provide the Services to you and, where applicable, to Providers who are providing health services to you.

4.2 Your Personal Information. By using the Platform, you consent to Thrive Health's collection, use, disclosure, and storage of Your Information for the purpose of providing the Services and as described in these Terms. You confirm that any Personal Information you provide about others (such as information about family members or caregivers) is provided with their knowledge and consent, or you have legal authority to provide such information to us. If you have questions about how Thrive Health handles Your Information, or would like more information about your privacy rights, please review our Privacy Notice.

4.3 License to Thrive Health. By using the Platform, you grant Thrive Health a non-exclusive, worldwide, royalty-free license during the term to access, store, process, transmit and use Your Information only as necessary to (a) provide the Services; (b) share Your Information with Providers and/or Authorized Representatives you have authorized to access your Account; (c) use Your Information to operate, maintain, and improve the Platform; and (d) create Aggregated Data as described in Section 4.4.

4.4 Aggregated Data; Usage Data. You grant Thrive Health a perpetual, irrevocable, worldwide, royalty-free license to create and use Aggregated Data for any lawful purpose, provided that such Aggregated Data does not include Personal Information or Your Confidential Information. You agree that Thrive Health owns all Aggregated Data and may retain and use it even after you close your Account. As between you and Thrive Health, Thrive Health owns all right, title, and interest, including all intellectual property rights, in and to Usage Data. Thrive Health may collect, compile and use Usage Data for its internal business purposes.

4.5 Unrelated Services. Thrive Health may offer you additional Unrelated Services beyond coordinating care with your Providers. These Unrelated Services: (a) require your separate, explicit opt-in consent; (b) may be governed by separate terms and privacy policies; (c) are optional and not required to use the basic Platform; (d) are not endorsed by your Providers or any government or health authority; and (e) may involve collection and use of your Personal Information for different purposes. You will be clearly notified before any Unrelated Service is activated and can decline or discontinue such services at any time without affecting your access to the basic Platform.

4.6 Account Deletion. You may delete your Account at any time. Your Information is deleted when your Account is deleted, except: (a) Your Information may be retained by Providers in their medical records as permitted or required by law and professional standards; (b) information Thrive Health is required to retain under Applicable Laws; (c) information needed to resolve disputes or enforce these Terms; and (d) backup copies that will be deleted in the ordinary course within 90 days.

4.7 Authorized Representative Access to Your Information. When you designate an Authorized Representative, that Authorized Representative can: (a) view all Your Information in your Account; (b) enter or update Your Provided Information on Your behalf; (c) communicate with Providers on Your behalf through the Platform; and (d) manage Your Account settings, including connecting with Providers. Authorized Representatives may not enter Clinical Information (which only Providers can enter). You are solely responsible for all actions taken by your Authorized Representatives. When You revoke an Authorized Representative's access, they will immediately lose access to Your Account and Your Information through the Platform.

4.8 Clinical Information Availability. Thrive Health makes no representation or warranty regarding the continued availability of any Clinical Information on the Platform. For certainty, Your Information remains yours and will not be deleted if a Provider ceases using Thrive Health's services or terminates their subscription to the Platform. Providers maintain their own medical records separately from the Platform and may be required to retain Clinical Information in accordance with applicable professional standards and laws. You are responsible for maintaining your own backup copies of information, as described in Section 2.2(e).

5. PLATFORM UPDATES AND AVAILABILITY

5.1 Uptime Commitment. Thrive Health will use commercially reasonable efforts to make the Platform available to be accessed for its material functionality by You 99.9% of the time in each calendar month excluding scheduled maintenance, Force Majeure Events, third-party or non-controllable outages, permitted suspensions, emergency security updates (addressing urgent security vulnerabilities, regulatory non-compliance, prevent/restore non-availability) or downtime caused by Your breach (individually and together "Excluded Downtime"). This availability uptime is not a guarantee.

5.2 Support. Thrive Health will provide standard technical support Monday to Friday, 8:00 a.m. to 4:00 p.m. PST (excluding British Columbia statutory and civic holidays) only by email at support@thrive.health and/or via Thrive Health's support portal. Thrive Health may modify Support Services at its sole discretion.

5.3 Updates. Thrive Health may provide updates to the Platform at any time. Thrive Health will use reasonable efforts to provide written notice before implementing material updates that reduce key functionality of the Services.

5.4 Functionality Reduction. If Thrive Health materially reduces the Platform's functionality in a way that materially diminishes its value to You, Your sole remedy is to close your Account and receive a pro-rated refund of Subscription Fees.

5.5 Device Support. The Platform supports the most recent major released versions of iOS, iPadOS, Android, macOS and Windows, and the then-current versions of Edge, Safari and Chrome. Thrive Health does not guarantee compatibility with all future versions or unsupported devices.

6. INTELLECTUAL PROPERTY

6.1 Thrive Health Property. Thrive Health and its licensors retain all right, title and interest, including all intellectual property rights, in and to Thrive Health Property. No rights are granted to You except as expressly set out in these Terms.

6.2 Feedback. If You provide suggestions or feedback about the Platform, You grant Thrive Health an unrestricted, perpetual, royalty-free unconditional right to use that feedback for any purpose, without compensation. You confirm that such feedback does not contain confidential or proprietary information and Thrive Health may use, commercialize, or disclose feedback for any purpose, in any way, worldwide, without any conditions or compensation of any kind.

6.3 Artificial Intelligence Outputs. The Platform may use third-party artificial intelligence and large language models and technology to generate outputs in response to prompts ("Outputs"). You do not own your prompts. You acknowledge that (a) certain jurisdictions do not recognize intellectual property rights in Outputs, and (b) Thrive Health makes no representation that You will own any such Output.

7. CONFIDENTIALITY

7.1 Obligations. Each party agrees to: (a) keep the other party's Confidential Information strictly confidential and protect it from disclosure using no less than a reasonable standard of care; (b) not disclose it to any third party without prior written consent, except to the disclosing party's employees, contractors and advisors who need to know it to perform these Terms and are bound by confidentiality obligations no less protective; and (c) use it only to exercise rights or perform obligations under these Terms. "Confidential Information" means, for Thrive Health, information that is marked confidential or that a reasonable person would recognize as confidential given its nature and the circumstances of disclosure and includes the Platform, pricing and Thrive Health Property. Your Confidential Information means Your Information. Confidential Information excludes information that: (a) is or becomes publicly available without breach; (b) was already known to the recipient; (c) is received from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information. On termination or upon request, each party will promptly return or destroy the other party's Confidential Information, subject to legal retention obligations and Section 4.6 regarding Your Information.

7.2 Legal Disclosures & Injunctions. We may disclose Confidential Information if required by law or a government authority, provided we give you prompt prior written notice (unless prohibited) and cooperates to limit the scope of disclosure. The parties acknowledge that disclosure of a party's Confidential Information, or any other breach of this Section 7, may cause the disclosing party irreparable harm for which legal remedies may be inadequate. Each Party agrees the disclosing party may seek injunctive relief and specific performance to enforce this Section 7, in addition to any other remedies available.

8. WARRANTIES AND DISCLAIMER

8.1 Your Warranty. You warrant that: (a) you have full authority to enter into and perform your obligations under these Terms; and (b) you have obtained all necessary consents and authority to provide Your Provided Information (including information provided by your Authorized Representatives on your behalf) to Thrive Health for the purposes contemplated under these Terms so that Thrive Health may provide the Services without violating any third party rights, and that Your Provided Information does not infringe any third-party rights. You will notify Thrive Health if any necessary consents are withdrawn.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THRIVE HEALTH DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF DATA, AND QUIET ENJOYMENT. THRIVE HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

9. INDEMNIFICATION

9.1 Thrive Health Indemnity. Thrive Health will defend and indemnify You from claims by third parties for damages arising from: (a) an allegation that the Platform (excluding Third-Party Products, Your Information and Outputs) infringes a third party's intellectual property rights in Canada; or (b) Thrive Health's gross negligence or willful misconduct in providing the Services.

9.2 Your Indemnity. You will defend and indemnify Thrive Health from claims by third parties for damages arising from: (a) an allegation that Your Provided Information or Your use of the Platform (including use by your Authorized Representatives) infringes a third party's intellectual property rights; or (b) Your gross negligence or willful misconduct, or that of your Authorized Representatives.

9.3 Exclusions. No indemnity obligation under Section 9.2 applies to claims arising: (a) from Your modification of the Platform; (b) from Your combination of the Platform with third-party products not authorized by Thrive Health; (c) from Third-Party Products or Outputs; or (d) if You are in violation of these Terms.

9.4 Procedure. The party seeking indemnification will: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense (with the right to participate at its own expense); and (c) cooperate reasonably at the indemnifying party's expense. The indemnifying party will not settle any claim that requires the indemnified party to admit wrongdoing or pay money without prior written consent (not to be unreasonably withheld).

9.5 IP Remedy. If the Platform becomes, or Thrive Health reasonably believes it will become, the subject of an IP infringement claim, Thrive Health may, at its option: (a) obtain the right for You to continue using the Platform; (b) modify or replace the Platform to make it non-infringing; or (c) if neither (a) nor (b) is commercially practicable as Thrive Health solely determines, terminate these Terms and refund any prepaid Subscription Fees on a pro-rated basis.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THRIVE HEALTH WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFIT, DATA, BUSINESS OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THRIVE HEALTH'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. Sections 10.1 and 10.2 do not limit a party's liability for: (a) fraud or fraudulent misrepresentation; (b) obligations under Section 9 (Indemnification) in respect of third-party IP infringement claims; and (c) unpaid Subscription Fees owed by You.

10.4 Provider and Authorized Representative Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR AT LAW, THRIVE HEALTH IS NOT LIABLE FOR ANY ACTIONS, DECISIONS, OR OMISSIONS OF PROVIDERS WHO PROVIDE SERVICES TO YOU OR FOR YOUR AUTHORIZED REPRESENTATIVE'S ACTIONS, DECISIONS OR OMISSIONS. Your Providers and Authorized Representatives are independent from Thrive Health and are solely responsible for the medical services or other services they provide. Any complaints or concerns about medical care should be directed to the Provider or your Authorized Representatives.

11. TERM AND TERMINATION

11.1 Term. These Terms become effective when you create your Account and accept these Terms, and continue until you close your Account or Thrive Health terminates your Account in accordance with these Terms.

11.2 Termination by Thrive Health. Thrive Health may suspend or terminate Your Account immediately if: (a) You violate these Terms; (b) Your use of the Platform poses a security risk or violates applicable laws; (c) You engage in fraudulent, harassing, or abusive conduct; or (d) Thrive Health is required to terminate by law or court order. Thrive Health will provide notice of termination when practicable.

11.3 Effect of Account Closure. When your Account is closed: (a) all licenses granted to You immediately terminate subject to the data return and destruction provisions of Section 4.6; (b) you will immediately lose access to the Platform and Your Information; (c) Thrive Health will delete Your Information in accordance with Section 4.6; and (d) Providers' access to Your Provided Information through the Platform will be revoked (though Providers may retain Clinical Information derived from Your Provided Information in their own medical records). You are responsible for downloading or exporting any of Your Information you wish to retain before closing your Account. Thrive Health has no obligation to provide access to or copies of Your Information after your Account is closed. For clarity, the following are not available for download upon Account closure: (i) Outputs, interpretations, analyses, assessments, or any other content derived or generated by the Platform in connection with Your Information; (iii) Healthcare Communications; and (iii) Aggregated Data.

11.4 Survival. Sections 1, 4.1, 4.3, 6, 7, 8.2, 9, 10, 11.3, 11.4, and 12 survive termination or expiry.

12. GENERAL PROVISIONS

12.1 Governing Law. These Terms are governed by the laws of British Columbia and the applicable federal laws of Canada, without regard to conflicts of law principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Vancouver, British Columbia for any disputes related to these Terms.

12.2 Force Majeure. Thrive Health is not liable for delays or failures caused by events beyond its reasonable control, including acts of God, government action, natural disasters, cyberattacks, Internet failures, or changes in law preventing performance ("Force Majeure Events"). Thrive Health will promptly notify You and use commercially reasonable efforts to resume performance.

12.3 Assignment. You may not assign or transfer your rights under these Terms without Thrive Health's prior written consent. Thrive Health may assign these Terms without consent in connection with a corporate re-organization, or merger, acquisition, or sale of all or substantially all of its assets or shares. As a condition of any assignment by You the assignee must agree in writing in advance to assume all obligations under these Terms.

12.4 Entire Agreement. These Terms, together with the Privacy Notice incorporated by reference in Section 4.2, constitute the entire agreement between the parties with respect to its subject matter and supersede and replace all prior and contemporaneous agreements, representations and understandings. Any terms on a vendor portal or other documentation do not form part of these Terms and do not apply.

12.5 Amendments. Thrive Health may update these Terms from time to time. Thrive Health will notify You of material changes at least 30 days before they take effect. Your continued use of the Platform after the effective date of the updated Terms constitutes acceptance. If You do not accept the updated Terms, Your sole remedy is to close your Account as described in Section 11.3 before the effective date.

12.6 Severability. If any provision of these Terms is found invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

12.7 Waiver. No failure to exercise, and no delay in exercising, any right under these Terms will operate as a waiver. Waivers must be in writing to be effective.

12.8 No Agency. You and Thrive Health are independent parties. These Terms do not create any partnership, employment, or agency relationship. Providers who use the Platform are independent from Thrive Health and are not Thrive Health's agents or employees.