Petriage

Terms of Use
Last Updated: December 1, 2020

Welcome to LifeLearn Inc. (“LifeLearn”, “we”, “us” or “our” as the context dictates). You are entering into an agreement with LifeLearn to avail Petriage, a third party’s product offered by Petriage, Inc. (“Petriage Co.”) as offered through LifeLearn, and its related sites, services, applications, and tools (collectively, the “Services”). The terms set out below (the “Terms of Use”) in combination with any other applicable terms, including but not limited to our Privacy Policy (https://www.lifelearn.com/privacy-policy/ ) which are incorporated by reference and available at LifeLearn’s website (https://www.lifelearn.com/ ) (the Terms of Use together with such other documents, our “Terms”) govern your use of the Services. As LifeLearn’s Services provide you access to offering from Petriage Co., their terms also apply independently of ours. Please familiarize yourself with Petriage Co.’s terms of use.

Please read our Terms carefully since they are legally binding and have sections which are important. By using the Services, you confirm that you accept our Terms well as those of Petriage Co. and that you agree to abide by them. The word “you” in these Terms of Use refers to the person who is subscribing to our Services acting solely for the person’s own benefit or acting on behalf of others, including a corporation or other legal entity (“Other Persons”). If you are acting on behalf of Other Persons, you are (i) binding them to the obligations of our Terms and those of our licensors and partners as applicable, and (ii) warrant that you have the authority, actual or implied, to bind such Other Persons to our Terms.

If you do not agree to our Terms or those of Petriage Co., please do not use our Services. Any continued use of the Services by you shall be deemed as your consent to our Terms of Use.

1. LIFELEARN RESPONSIBILITIES

a. Services

(1) LifeLearn will be the subscriber’s first line of contact for training, service, user questions, and other issues not of a technical nature.

A. LifeLearn uses a cloud-based ticket system. Send service requests to [email protected].

B. Tickets will be responded to by LifeLearn support within 1 business day, between 8:30 am – 5:00 pm EST Monday through Friday, excluding major US and Canadian holidays, of the posting of a ticket.

C. Subscribers will utilize 888-225-2011 for telephone support and follow-up calls.

D. LifeLearn telephone support hours are 8:30 am – 5:00 pm EST, excluding US and Canadian holidays.

(2) In the event Subscriber’s question or issue is of a technical nature, LifeLearn will elevate the service need to Petriage Co. and Petriage Co. will be responsible thereafter to Subscriber without any liability to LifeLearn.

b. Service Level Agreement

(1) All uptime guarantees and other Petriage product and service warranties are between Petriage Co. and Subscriber. The following is provided only for information purposes and nothing set out under this subsection (1) is a contractual obligation between Subscriber and LifeLearn:

A. Petriage Co. will provide the Platform and any other services on a continual monthly basis.

B. Petriage Co. will provide initial setup and customization of the Platform.

C. Petriage Co. will provide a 99.5% uptime guarantee measured on a monthly basis. Downtime is measured in hourly blocks and does not include scheduled maintenance or downtime that is a result of internet outages, Subscriber equipment, or other circumstances outside of Petriage Co.’s control. Downtime outages must be reported by Subscriber to Petriage Co. within 48 hours of the first outage. Petriage Co. will refund the Subscriber 5% of the monthly subscription fee for the 5th hour of downtime in a month and every hour thereafter up to a maximum of a 50% refund of applicable monthly fee.

2. SUBSCRIBER RESPONSIBILITIES

a. Subscriber shall maintain one (1) designated contact person (“Administrator”) to serve as the primary point of contact with decision making responsibility.

b. Subscriber acknowledges that it is aware of the following obligations to Petriage Co. pursuant to terms and conditions of use of the Platform:

(1) Subscriber agrees to obtain affirmative client consent and provide client contact information to allow Petriage Co. to communicate with Subscriber’s clients for the specific and limited purpose of affording Petriage Co. the opportunity to market its services and products to Subscriber’s clients. Subscriber may use the following sample language to obtain such consent:

“We use Petriage Co.’s telehealth platform to provide telehealth services. To learn more about Petriage Co. or their privacy policies, please visit www.petriage.com or download their iOS or Android mobile applications.”

(2) Subscriber agrees to notify Petriage Co. if Subscriber plans to switch its practice management system at any time. Petriage Co. may, at its sole discretion, charge up to a $999 migration fee and subscribe will experience downtime.

c. LifeLearn shall not be responsible for any liability, penalty or other remedy sought by the Subscriber or Petriage Co. by and between the other party under subsection 3(b).

3. FEES AND PAYMENT TERMS

a) Billing

Billing commences fifteen (15) days after the date of purchase of subscription.

b) Fees and Payment

Your use of the Services is subject to your payment of the ongoing monthly and/or annual subscription fee (the “Subscription Fee” or “Fee”). All Fees may be changed by LifeLearn at its discretion but any such change will only impact the subscription period after the expiry of Term (as defined below). Fees shall be billed in Canadian or United States dollars depending on which jurisdiction is applicable to you and your purchase of Services. Fees are payable by credit card (Visa, MasterCard or American Express) or by providing valid bank account information for LifeLearn to automatically withdraw funds from. You are responsible for ensuring a current and valid payment method is on file with LifeLearn at the time of billing.

If your payment is past due, LifeLearn may, at its sole discretion, (1) administer a fee for non-sufficient funds in case a payment method (e.g. credit card) fails, (2) suspend or terminate the Service, and (3) pursue all remedies otherwise available to us. You agree to reimburse LifeLearn for any reasonable costs and expenses incurred in the course of collecting payment past due. Any amount not paid when due shall be subject to late fees at a rate of two per-cent (2%) per month (or the maximum amount allowable by applicable law, whichever is less).

c) Refunds and Cancellations

Monthly Subscription. Monthly subscriptions may be canceled at least ten (10) days prior to your next billing date to stop further charges on your account. You may request a cancelation of your subscription by calling LifeLearn at 1-888-336-2720. Your receipt and access to the services will end as of the final day of your service term.

d) Taxes

All Fees charged by LifeLearn for the Services are exclusive of sales, or other value added taxes. The Business agrees it is responsible for and shall pay in full all such taxes.

4. REGISTRATION AND ACCOUNT SET-UP

In order to obtain Services, you must purchase a subscription. Once an account is created, you are responsible for managing the account. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with LifeLearn.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (i) it is duly authorized to enter into this legally binding Agreement, and (ii) its actions under this Agreement shall not breach any of its other obligations, duties, agreement or covenant to another person.

6. INDEMNIFICATION

Subscriber will indemnify, defend and hold Company and its directors, officers, and employees harmless against any Loss arising from third-party Claim in relation Subscriber’s breach of any laws, negligence or willful misconduct. Subscriber shall have no indemnification expectations or recovery of loss expectations from LifeLearn in respect of any breach of obligations or in relation to any action or inaction by Petriage Co..

7. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND, OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 8, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LIFELEARN PURSUANT TO THIS AGREEMENT. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 8 DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 7 (INDEMNIFICATION).

8. INDEPENDENT CONTRACTOR

No party herein shall have any authority whatsoever to obligate or commit the other party, contractually or otherwise, and no party shall do anything whatsoever to represent to any person that they have any authority to so obligate or commit the other party. Each party agrees that each of them are independent contractors.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be subject to and interpreted in accordance with the laws of the Province of Ontario, and the federal law of Canada therein.

Any dispute arising under this Agreement which cannot be resolved by discussion between the parties shall be determined solely and exclusively by arbitration administered by a jointly selected arbitrator under the rules of the Arbitration Act (ON) (“Rules”). The arbitration shall be conducted in the English language in Toronto, Ontario, Canada. If the parties are unable to agree on an arbitrator, the arbitrator shall be selected under the Rules. Arbitration costs shall be borne by both Parties equally unless the arbitration award directs otherwise. Except as otherwise provided herein, the arbitrator’s award shall be limited to compensatory damages against either party. The decision by the arbitrator shall be binding and conclusive on the parties and such determination shall constitute an award pursuant to an arbitration upon which judgment of a court having jurisdiction may be entered.

10. FORCE MAJEURE

In no event shall a party be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond a Party’s reasonable control, including but not limited to acts of god, disease, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, pandemics, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

11. INTERPRETATION

The headings in this Agreement shall not affect the interpretation of any provision of this Agreement. (ii) Assignment. Subscriber may not assign this Agreement or any part of it without LifeLearn’s prior written consent. LifeLearn may assign or subcontract all or any part of its rights and obligations under this Agreement without notice to or consent of any party. This Agreement shall endure to the benefit of and bind the successors and permitted assigns of each party. (iii) Notices. Any notice required to be given under this Agreement must be in writing and shall be deemed to have been received on the date emailed to each party’s authorized email address. (iv) Entire Agreement. This Agreement is the entire agreement between the parties, and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written, relating to the Product and the subject matter of this Agreement. (v) Severability. If any part of this Agreement is void, prohibited or unenforceable, this Agreement shall be construed as if such part had never been part of the Agreement. (vi) Waiver and Changes. Any modifications or amendments to, or cancellations or waivers of, this Agreement must be in writing and signed by both parties. (vii) Counterpart. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties.

12. NOTICES

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, excluding for purposes of termination, shall be given in writing by certified postal mail to

LifeLearn Inc.
Customer Support
367 Woodlawn Rd W.
Guelph, Ontario Canada N1H 7K9
or by calling LifeLearn at 1-888-336-2720

Notices regarding the cancelation or termination of your subscription shall be given by calling LifeLearn at 1-888-336-2720.

Any notice to you shall be given to the most current email address in your Account.