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Terms of Services

Effective Date: January 30, 2024

Welcome to Kento Health Inc.’s digital platform. Whether you’ve accessed our website at www.kentohealth.com, used our dedicated Kento app, or interacted with our sensors or health kit, you’re engaging with products and services that are the sole property of Kento Health Inc. (hereafter referred to as “Kento Health,” “The Company,” “we,” “our,” or “us”). By utilizing any aspect of the Kento Health ecosystem, from our software, hardware and applications (collectively, the “Software” or “Platform”) to our website, to coaching sessions with our coaches accessible through our Software (together, the “Services”), you confirm your understanding and agreement to the stipulations of this Terms of Service (the “Agreement”). All visitors, users, or anyone interacting with our offerings (collectively known as “User” or “you”) are bound by this Agreement.

If you do not agree with any of the terms and conditions in this Agreement, you may not access any aspect of the Services in any manner whatsoever.

You represent and warrant that you are an individual of legal age to form a binding contract.

Outside of our digital offerings, this Agreement does not govern offline activities, or the practices of third-party entities linked to our Services. 

We prioritize your data’s safety, and its use and protection are in line with our Privacy Policy, accessible here www.kentohealth.com/privacy. and applicable HIPAA guidelines. For information regarding our compliance with HIPAA guidelines with regard to your personal information, you can access our HIPAA Notice of Privacy Practices at www.kentohealth.com/privacy.

It’s crucial to note that OUR SERVICES ARE STRICTLY INFORMATIVE AND EDUCATIONAL AND SHOULD NOT BE USED IN MEDICAL EMERGENCIES. Always consult with a qualified healthcare provider regarding health concerns. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT FOR MEDICAL EMERGENCIES. THE INFORMATION AND MATERIALS CONTAINED IN THE SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER DIRECTLY WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.

IF YOU SUSPECT A MEDICAL EMERGENCY, DIAL 911 IMMEDIATELY. Our Platform is not designed for critical or emergency medical communication.

THOROUGHLY REVIEW THESE TERMS. Sections 9.2 and 9.3 contain critical information about arbitration and waiver provisions that may apply to you.

1. Our Offerings

1.1. Acceptance of Terms & User Eligibility

By accessing or using the Services, you accept and agree to be bound by this Agreement, Kento Health’s Privacy Policy, and any additional terms and conditions or policies that may apply.

Engaging with Kento Health’s Services establishes an agreement between you and us. Before accessing or using the Services, ensure you’ve gone through and agreed to the terms of this Agreement. You must read and agree to the terms of this Agreement before using the Service. Non-agreement means non-usage. You’re allowed to use our Services if you can legally uphold this Agreement under all relevant local, state-wide, national, and international regulations. Users below the age of majority in the US state where such Users reside or those previously suspended by Kento Health are ineligible.

1.2. Intellectual Property Rights

1.2.1 - Limited Usage License: Under this Agreement, Users are provided a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to access our Services for non-commercial purposes, subject to the terms herein, until the termination of this Agreement.

1.2.2 - Proprietary Rights: Kento Health retains all proprietary rights in the Services and can withdraw this license unilaterally. The Services, including the Platform, are licensed and not sold to you.

1.3. Platform Usage Limitations

The Kento Health Platform is designed for specific uses. You are prohibited from sublicensing, distributing, pledging, renting, lending, or transferring the Software or any content made available through the Software (“Platform Content”) to any third party. You must not use the Software in any way other than as explicitly described in this Agreement. Modifications to the Software, its integration into other products, or the creation of any derivative based on the Software is strictly forbidden. Removing or altering any copyright, trademark, rights notices, disclaimers, or warnings within the Software is not allowed. Using the Software for third-party services, such as service bureau arrangements, shared-time usage, or fee-based services, is prohibited. Unless expressly required otherwise by applicable local laws, you must not attempt to reverse compile, disassemble, or otherwise reverse engineer any part of the Software without Kento Health’s prior written authorization. If you discard any medium containing the Software or Platform Content, ensure that all such content is fully erased or destroyed.

IMPORTANT: The Services are not designed for situations where its malfunction could result in harm or fatality. Ensure you use our Services in compliance with all relevant local, state, national and international regulations.

1.4. Account Management

Your Kento Health account (your “User Account”) grants access to various features we offer that we establish and maintain from time to time as part of our Services at our sole discretion. Protect your User Account details and immediately report any unauthorized access to us. We are not liable for any losses from unauthorized User Account usage. User Account sharing or transfers are not allowed. Kento Health has the discretion to terminate User Accounts, and suspended users might be denied new User Account creation. Protect your personal data, avoid misrepresentation, and ensure all User Account details are accurate and up-to-date.

You must not: (i) set up multiple User Accounts to utilize the Services, (ii) permit any other person to access your User Account, or (iii) delegate your User Account privileges to others. Kento Health shall not be held liable for any losses, damages, or expenses arising from your inability to properly protect your User Account. You are prohibited from subletting, distributing, or offering any Services to third parties. Kento Health has the authority to deactivate any User Account at its discretion; if Kento Health terminates your User Account, you might be restricted from establishing a new one.

Kento Health is committed to maintaining the confidentiality of personal data you provide during the User Account creation process. Ensure that the information you offer is accurate, up-to-date, and authentic, and do not falsify your identity or associations.

You can customize your User profile and Service interactions through the settings. By sharing your email with Kento Health, you approve of receiving Service-related notifications. We might also send updates or promotional emails, but you can adjust your email preferences in the settings. Disabling these notifications might limit your awareness of Service enhancements.

1.5 User Submissions

Do not post or share any content that violates any third-party rights in the Software’s public sections, like potential message boards (“Public Areas”). Any content shared in Public Areas is considered non-confidential.

Any communication sent to Kento Health, including through “Contact Us”, must not breach any third party’s rights. Sharing business concepts or ideas with Kento Health implies they’re non-confidential.

If you contribute to our Public Areas or communicate with Kento Health in Public Areas, you grant us an unrestricted, non-exclusive, perpetual, irrevocable, worldwide and royalty-free license to use, adapt, publish, translate, and display the content in any medium. Kento Health can grant sublicenses to third parties. For any communications intended to be confidential, such as those related to your personal information, please avoid using public posts or direct submissions to Kento Health via Public Areas.

1.6 Third-Party Materials

Kento Health might offer health device kits with third-party tools, such as blood-pressure monitors or wearable trackers (“Health Kit”). Kento Health may also present or link to third-party content or services (“Third-Party Content”). Kento Health is not liable for the accuracy or legitimacy of Third-Party Content or the Health Kit. Access to such Third-Party Content is solely at your discretion and is governed by third-party terms.

The provided Third-Party Content and Health Kit are solely educational and informational. THEY ARE NOT DESIGNED TO DIAGNOSE OR TREAT OR CURE OR PREVENT MEDICAL CONDITIONS or DISEASES, as they are not medical devices.

1.7 Medical Disclaimer

Kento Health is not a healthcare provider and does not practice medicine or provide medical advice, diagnosis, treatment, or prevention. The Platform is not a medical device. The information provided through the Services is intended for general informational purposes and should not be used as a substitute for professional medical care or advice.

1.8 Online Communication Services

You have the ability to send and receive electronic messages, such as emails, partake in phone or videoconference conversations, and chats, upload or download documents, and make use of the Services according to this Agreement. The Company may record phone interactions between you and our support team and/or coaches for your healthcare provider(s) to access for the purpose of providing healthcare services to you. You’re accountable for your communications and usage of our Services.

1.9 Prohibited Activities

By using our Services (including but not limited to accessing our Platform), you commit to upholding specific conduct standards. You pledge not to, and not to enable others to: (a) maintain multiple uninterrupted connections to the Services with one User Account; (b) share content that the Company finds slanderous; (c) share inappropriate or explicit materials or harmful or hateful messages; (d) breach third parties’ intellectual property rights; (e) use our Platform to harm or violate others’ rights; (f) unlawfully intercept emails or private messages; (g) misuse email for unsolicited promotions; (h) use third-party servers to relay or disguise your email origins; (i) share copyrighted materials without permissions of the copyright owner(s); (j) share files infected with malware; (k) remove file attributions; (l) misrepresent file origins; (m) hinder Kento Health’s website resources for others; (n) inappropriately share user directories; (o) falsely claim to represent Kento Health; (p) cause disruptions; or (q) violate Quebec, Canadian or any applicable USA federal or state laws or regulations. 

1.10 Services Location

Our Services are managed and operated from Quebec, Canada. Kento Health doesn’t claim that our Services are accessible globally. Kento Health is currently only available and accessible to Users located in the United States. Therefore, unless stated otherwise in writing, all our Services are intended only for individuals and entities in the United States. If you are located outside the United States, please refrain from accessing our Services as a User. 

2. Our Proprietary Rights

2.1 Ownership

All Platform Content belongs to Kento Health or its partners, as applicable, and is protected by the applicable intellectual property laws. Any unauthorized use or distribution of our Platform Content is prohibited. All rights not explicitly granted are reserved by Kento Health and its partners.

You acknowledge: (i) the Platform is licensed to you, and it is not sold, nor is there any transfer of ownership; (ii) Kento Health’s reserved rights; (iii) Kento Health’s ownership of the Platform and Platform Content; (iv) Kento Health’s ownership of data collected through the Platform, to the extent permitted by applicable laws; and (v) the Platform’s protection under intellectual property laws. Kento Health’s proprietary interests in the Platform also include Platform updates, upgrades or bug fixes provided to you.

2.2 Use of Platform Content

The Platform may contain errors such as typographical, other inadvertent errors or inaccuracies. Kento Health can make updates without prior notification.

You can access, copy, download, and print Platform Content under these conditions:

· The Platform Content is for personal use.

· The Platform Content should not be altered.

· All intellectual property notices must remain intact.

Kento Health’s Platform Content should not be construed as providing any rights or licenses, either implicitly or explicitly. Any unauthorized use terminates your right to access the Platform and Platform Content, and you must destroy any copies you have made of Platform Content. 

2.3 Confidentiality Restrictions

You recognize that the Software, its source code, and any related details are valuable trade secrets of Kento Health. Should you gain access to these materials, you commit to keeping them confidential, and shall not use them for your personal benefit other than to use the Software for personal, non-commercial, information and educational purposes.

3. Assumption of Risk

The Service, subject to and in accordance with Kento Health’s Privacy Policy and HIPAA Notice, may provide specific third parties, including coaches, clinical exercise physiologists, healthcare providers, and providers of Health Kit and health systems, with health insights based on your interaction with the Software. Kento Health’s Software and the data it offers do not serve as medical advice. Granting you access to the Software doesn’t make Kento Health responsible for your health. Use your best judgment and common sense, and exercise a healthy skepticism when using the Services. You are solely responsible for determining whether the Services are suitable for you. Kento Health shall not be held responsible for any health issues or injuries you may encounter, related to your usage of the Services.

4. Security

Kento Health prioritizes the safety and integrity of your personal data. While we follow generally accepted standards to protect personal information, no method of storage or transmission is 100% secure. You are also responsible for safeguarding your information.

5. Changes to Service; Termination

We might modify the Services, set limits, or discontinue certain features without prior notice. Additionally, Kento Health may modify the Services to correct issues, add features or improve performance, which can be applied automatically at Kento Health’s discretion. Kento Health is not required to make any such changes. 

Kento Health holds the right to suspend or end your access for any reason, including any Agreement breach. If any amount due by you to Kento Health remains outstanding following the termination of this Agreement, you remain responsible for it. You can end your relationship with Kento Health and terminate this Agreement anytime by reaching out to us at support@kentohealth.com.

If you don’t meet your obligations under this Agreement, resulting in its termination, Kento Health can seek all legal remedies available. This Agreement may have third-party references related to Kento Health’s Software, and they can enforce this Agreement concerning their intellectual property rights. Sections which naturally survive or should survive the Agreement’s expiration or termination, such as sections relating to intellectual property, proprietary rights, limitation of liability, disclaimers, and release and indemnification, will remain valid. Upon termination, your license to use and access the Services will be immediately and automatically terminated, and we ask that you promptly uninstall and delete the Software from all your devices.

6. Release and Indemnification

You hereby discharge Kento Health from all damages (whether direct, indirect, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, arising from a dispute between you and any third party (including other users) related to the Kento Health Platform. Moreover, each User renounces, waives and relinquishes all rights and benefits under any relevant law or statute, including but not limited to California Civil Code §1542, which essentially states: “A GENERAL RELEASE DOES NOT CONSIDER CLAIMS THAT WERE UNKNOWN TO THE PARTY AT THE TIME OF GRANTING THE RELEASE, WHICH IF KNOWN WOULD HAVE AFFECTED THEIR SETTLEMENT WITH THE OTHER PARTY.”

You agree to defend, indemnify, and exempt Kento Health, its subsidiaries, associates, agents, managers, and other related entities, and their employees, contractors, and directors from all claims, damages, costs, and expenses (including legal fees) arising from: your interactions with the Platform, your use of the Services, any breach of this Agreement by you, your dealings with other Users, or any inappropriate use of your User Account.

7. Disclaimer of Warranties

7.1 No Warranties: Kento Health offers its Services “as is” and “as available.” Utilization of the Platform is at your discretion and risk. Kento Health provides no assurances, whether explicit or implied, about the accuracy, dependability, or correctness of the Services or the Platform Content; uninterrupted or safe access to the Services; or the Platform being free from harmful elements. Engaging with third-party services or products through Kento Health does not entail endorsement or responsibility on Kento Health’s part.

8. Limitation of Liability

Kento Health and its affiliated parties will not be held accountable for any indirect, consequential, or incidental damages resulting from the use or inability to access the Platform or Services to the fullest extent permitted by law. In any event, Kento Health’s aggregate liability to you for any claims shall not exceed $1.00. You acknowledge and agree limitations will stand even if Kento Health has been informed of potential damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KENTO HEALTH SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.

9. Governing Law, Arbitration, and July Trial Waiver

9.1. Governing Law

This Agreement shall be governed and construed in accordance with the laws of Quebec, Canada, excluding its conflict of law provisions. 

Notwithstanding the foregoing, considering Kento Health’s Services are only intended and available for use within the United States, you acknowledge and agree this Agreement and your relationship and transactions with Kento Health shall not be subject to be application of Quebec’s consumer protection law. 

9.2. Arbitration

You and Kento Health agree to address any disagreements through binding arbitration in Montreal, the province of Quebec, Canada. Claims raised before or after accepting this Agreement fall under this clause. Should you choose to opt out of arbitration, you must notify Kento Health within 30 days of acceptance at support@kentohealth.com. If you opt out of arbitration, you agree to the exclusive jurisdiction of the courts of the province of Quebec, in the judicial district of Montreal, in connection with any action or proceeding related, directly or indirectly, to this Agreement. 

If a dispute arises, both parties agree to first address it amicably and in good faith. If unresolved after 60 days, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the rules of the Canadian Arbitration Association (CAA) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in Montreal, Canada, in the English language, and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. Issues regarding this arbitration clause, including its enforceability, will be resolved by the arbitrator. Disputes over injunctive relief and claims regarding intellectual property rights will be settled in a civil court of competent jurisdiction. 

9.3. Class Action/Jury Trial Waiver

WITH REGARD TO EVERY INDIVIDUAL AND ENTITY, WHETHER THEY HAVE UTILIZED KENTO HEALTH PLATFORM FOR PERSONAL, BUSINESS, OR OTHER USES, ALL COMPLAINTS MUST BE RAISED IN THE PARTY’S SOLE CAPACITY AND NOT AS A CLAIMANT OR MEMBER IN ANY SUPPOSED CLASS ACTION, GROUP ACTION, LEGAL REPRESENTATIVE ACTION, OR ANY OTHER COLLECTIVE PROCEEDING. THIS JOINT WAIVER IS APPLICABLE TO CLASS ARBITRATIONS. UNLESS BOTH KENTO HEALTH AND THE CLAIMANT AGREE, THE ARBITRATOR SHALL NOT MERGE MORE THAN A SINGLE CLAIM. KENTO HEALTH AND YOU CONSENT THAT ANY RELIEF GIVEN BY THE ARBITRATOR SHALL BE STRICTLY FOR YOU AS AN INDIVIDUAL CLAIMANT AND SHOULD NOT IMPACT OTHER USERS. BOTH PARTIES ALSO ACKNOWLEDGE THAT BY AGREEING TO THESE TERMS, THEY ARE GIVING UP THE RIGHT TO A JURY TRIAL OR TO INITIATE OR PARTICIPATE IN ANY CLASS OR GROUP ACTION.

9.4. Geographical Restrictions

Unless explicitly mentioned by Kento Health, we do not claim that the Services (including the Software) are suitable or available for use outside the United States. Those accessing the Services from other countries do so by their own choice and are accountable for adhering to all applicable laws.

10. General

10.1. Links and Third-Party Websites

Kento Health might offer links to websites owned by third parties. Kento Health does not endorse or is responsible for the content on these third-party sites. We are not liable for the content, accuracy, or any endorsements related to third-party sites. Using these sites is at your discretion and governed by their terms of service. Users should be aware of the privacy practices of such sites when sharing personal data.

10.2. Transfer of Rights

This Agreement cannot be transferred or assigned by you but can be by Kento Health without any restrictions.

10.3. Dependability of Communication Systems

Users acknowledge that Kento Health has no control over internet connectivity or service availability for any device. We are not accountable for errors or service interruptions due to these systems, nor if they violate any information transmission laws.

10.4. Export Restrictions

All Software exports or re-exports must adhere to applicable laws.

10.5. No Waiver

Failure by Kento Health to enforce any terms of this Agreement doesn’t waive our right to do so later.

10.6. Communications

Notices to Users will be sent to their respective emails used to register their User Accounts. Notices to Kento Health should be addressed to its CEO at Kento Health’s official address. Addresses can be updated with written notice.

10.7. Entire Agreement

This Agreement, along with any other terms, policies, or guidelines referenced herein, constitutes the entire agreement between you and Kento Health and supersedes all prior agreements or understandings.

10.8 Severability

If any provision herein is deemed invalid, it doesn’t invalidate other provisions. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

10.9 Updates to the Agreement

Kento Health may revise this Agreement at any time and will notify Users of material changes. Changes will become effective immediately upon posting. Continued Service use by you following such changes indicates acceptance.

10.10 Survival

Sections regarding Intellectual Property Rights, Disclaimers and Limitations of Liability, Indemnification, and other provisions that by their nature should survive the termination of this Agreement, shall remain in full force and effect following the termination of this Agreement. 

10.12 Language

The parties have expressly requested and required that this Agreement and all related documents be drawn up in the English language.

10.13 Interpretation

In this Agreement, the words “include” and “including” are deemed to be followed by the words “without limitation.”

10.14 Force Majeure

Kento Health shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes.

10.15 Electronic Agreement

Your use of the Services includes the ability to enter into agreements and make transactions electronically. You acknowledge that your electronic submissions constitute your agreement to be bound by such agreements and transactions.

10.16 Acknowledgment of Understanding

By using the Services, you acknowledge that you have read and understood this Agreement, and you agree to be bound by its terms and conditions.

10.17 Feedback and Comments

We welcome your feedback and comments regarding the Services. By submitting feedback, you grant Kento Health a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use and incorporate such feedback.

10.18 Get in Touch

For queries about this Agreement, please contact support@kentohealth.com.

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