Acceptance of the Terms of Use is also contingent on the Town Hall Medicine Privacy Policy.

Last Updated:  July 20, 2017

Please read these Terms & Conditions of Use (the “Agreement”) fully and carefully before using www.townhallmedicine.com (the “Site”) and the videos, features, information and articles (collectively or individually, the “Content”) offered on the Site.  This Site is provided by Town Hall Medicine Inc, operating as Town Hall Medicine (“THM”, “we”, “us” or “our”), which is majority owned and controlled by Genuine Health Inc. (“Genuine Health”), and is provided in conjunction with the University of Toronto (“U of T”). This document sets forth a legally binding agreement with respect to your use of the Site and the Content.

1. ACCEPTANCE OF TERMS OF USE
   1. Your access to and use of this Site is subject to all applicable laws and regulations which apply to this Site, to the Internet and/or to the World Wide Web, as well as this Agreement.  By using the Site or any of the Content, you are agreeing to be bound by this Agreement and our Privacy Policy(the “Privacy Policy”), as they may be amended from time to time in the future.  If you do not agree with this Agreement or the Privacy Policy, you must not use the Site or the Content.
   2. In order to enter into this Agreement, if you are an individual, you must have reached the legal age of majority in your jurisdiction of residence or have the consent of your parent/guardian in order to do so. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
   3. This Agreement is subject to change at any time, and it is your responsibility to keep apprised of such changes. Any such change shall be effective immediately upon posting to this Site. Your continued access and/or use of this Site constitutes your continuing acceptance of this Agreement without reservation, limitation or qualification.
   4. The Content posted by us on the Site is believed to be accurate when posted, but is not warranted or represented in any way to be so. Any use or reliance on such Content is at your own risk. Your access and/or use of this Site is strictly on an “as is” basis, and you must not assume that this Site will be error free or that it will operate without interruption or as intended.
2. THIS SITE DOES NOT PROVIDE MEDICAL ADVICE
   1. The Content of this Site is for informational purposes only. Content contained on this Site and references to resource material is not intended to diagnose, treat, suggest a course of treatment, cure or prevent any disease, condition or malady. No warranty is made or given that any Content on, or linked to, this Site is complete and/or accurate, and no warranty is given that there may not be a contrary view to any of the Content that is hereby published.
   2. The Content contained in this Site, or obtained as a consequence of using this Site is not intended to be, nor is it implied to be, a substitute for professional medical or pharmaceutical advice. Any user should always seek the advice of their physician, pharmacist, or other qualified health care provider prior to commencing any treatment for any conditions, diseases or maladies, and questions in relation to such treatment should be directed to such professional health care providers. Users should never disregard professional medical advice or delay in seeking such advice because of information obtained from this Site. If you are a professional health care provider, you are required to make your own independent judgement and analysis of the Content of the Site.  Reliance on any Content provided on this Site or provided by THM employees or others appearing on the Site at the invitation of THM is solely at your own risk.
   3. This Site may contain Content from third party sources.  The views, opinions, recommendations or practices expressed in any Content available on the Site are those of the speaker or author and not, necessarily, of THM.  The posting of this Content does not constitute an endorsement of the speaker’s or author’s views, opinions, recommendations, practices, or products or services.
3. INTELLECTUAL PROPERTY
   1. This Site contains the trademarks of THM, its affiliated parties and other third parties. All rights in respect of all of such trademarks are reserved.
   2. Everything you see or read on this Site is copyrighted unless otherwise noted, and nothing from this Site may be used by you except as provided in this Agreement or in the text on the Site without our prior written permission. We neither warrant nor represent that your use of Content displayed on or downloaded from this Site will not infringe rights of third parties not owned by or affiliated with THM.
   3. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.
   4. Subject to this Agreement, THM grants to you during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose license to access and use the Content (i.e., to download and display locally) solely for your own personal, non-commercial purposes.  This license is personal to you and may not be assigned or sublicensed to anyone else.  Use, reproduction, modification, distribution or storage of any Content for any other purpose is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
   5. Nothing contained in this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark, logo, service mark or design displayed on this Site without the written permission of THM or any third party that may own any such item displayed on the Site. Your use of any of the trademarks, logos, service marks, designs and other intellectual property displayed on this Site and any other content on this Site is strictly prohibited except only and to the limited extent expressly permitted in this Agreement. THM will aggressively enforce its intellectual property rights to the fullest extent of the law should you breach any of this Agreement.
4. REGISTRATION & SUBSCRIPTION
   1. To have access to certain Content on the Site, you must first register and pay for a subscription account on the Site (your “Account”).  Subscriptions are valid until December 31st, 2019 and provide you with unlimited access to the Content on the Site during that timeframe.
   2. You must provide accurate and complete information and keep your Account information updated. All personal information provided is dealt with in accordance with our Privacy Policy.  You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Site without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.  Should you request to delete your Account, your Account will be fully deleted and will not be accessible for reactivation.
   3. THM may make available to you various payment processing methods to facilitate the purchase of your subscription via a third party payment processor (“Payment Processor”).  The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor. We are not responsible for any error made by the Payment Processor. By choosing to purchase a subscription, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for such purchase in accordance with your chosen payment method and you authorize us, through the Payment Processor, to charge your chosen payment method.
5. NON-SOLICITATION POLICY
   1. Any communication or material you transmit to THM or through this Site by electronic mail or otherwise, including any data, questions, comments, suggestions, testimonials or the like (all of which are collectively called “Submissions”), is and will be treated as non-confidential and non-proprietary. Any Submissions you transmit to us become the property of THM and its affiliates and may be used and exploited for any purpose including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting and other exploitation in any way, whether for commercial gain or otherwise and with or without your name associated with the material, at THM’s election.
   2. THM is free to use any ideas, concepts, know-how, or techniques contained in any Submission for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products or services using such information. In that regard, by transmitting any Submission to THM, you will be deemed for all purposes to have assigned and transferred to THM all copyright, trademark and other intellectual property rights in and to the Submission and to have irrevocably waived and released all moral and/or personality rights in and to the Submission, and you acknowledge and agree that any act that is required to send a Submission will be deemed for all purposes to be your electronic signature to this Agreement.  You represent and warrant that you own your Submission or have the necessary licenses, rights, consents and permissions to make such assignments and transfers to THM and our use of your Submission will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.  Without limiting the generality of the foregoing, you agree to sign and deliver to THM on demand all further documents and assurances that THM may request in connection with the assignments, transfers, releases and waivers contemplated by this section.
6. LIMITATION OF LIABILITY AND INDEMNITY
   1. Your use of and browsing of this Site and its Contents are undertaken at your own risk. Neither THM, any of its directors, officers, employees, or agencies, nor any other party involved in the creation, production, delivery or operation of this Site or its Contents is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of this Site or its Contents or any consequences flowing therefrom, including, without limitation, computer viruses which may infect or other damages which may occur to your computer equipment or other property as a result of your access, use of, or browsing of this Site or your downloading of any Content from this Site.
   2. Without limiting the generality of section 6.1, everything on this Site is provided to you without any warranty or representation of any kind, whether expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement or any other warranties which may be implied according to the laws of any jurisdiction, unless in your jurisdiction the exclusion of some or all of such expressed or implied warranties is not permitted or is restricted, in which case all such expressed or implied warranties are excluded to the fullest extent permitted by law in your jurisdiction.
   3. You promise to indemnify and save THM, and its officers, directors, employees, agents and distributors, harmless from and against any and all claims, demands, liabilities, costs and expenses whatsoever, including without limitation reasonable legal fees and disbursements, resulting directly or indirectly from: (a) your breach of any of your agreements, representations or warranties set out in this Agreement; (b) your access to or use of this Site or any website to which this Site is or may be linked from time to time, or your use of, reliance on, or publication, communication or distribution of any Content on or from this Site or any website to which this Site may be linked from time to time; and/or (c) your violation of any law or regulation.6.4 Your sole remedy for dissatisfaction with this Site, Site-related services or Content contained herein or on any hyperlinked website is to stop using the Site, Content or hyperlinked websites.
7. CONFIDENTIALITY AND PRIVACY ISSUES
   1. Unless encrypted, information sent or received over the Internet is not secure and THM cannot and does not make any representation, warranty or promise concerning the interception by third parties of your personal or other information. THM will not be responsible for any damages you or any third party may suffer as a result of, or in connection with, the transmission of any information from or to THM through this Site.  All personal information submitted through the Site will be dealt with in accordance with our Privacy Policy.
8. LINKED SITES
   1. If and to the extent that any other websites are linked to this Site at any time, THM is not responsible for the content of any such linked website or any link contained within such a linked website. THM reserves the right to terminate any link or linking program at any time and the linking of any website to or through this Site does not imply any endorsement by THM of the companies, products or information offered described or otherwise made available on or through such linked websites. If you decide to access any website linked through or to this Site, you do so entirely at your own risk.
9. TERM AND TERMINATION OF AGREEMENT
   1. This Agreement begins on the date you first use the Site and continues for as long as you have an Account with us and/or continue to use the Site.
   2. If you cancel your subscription or if your subscription expires or is terminated for any reason, you will lose access to all subscription Content provided through the Site. THM, in our discretion, may make available a very limited amount of Content to you after you cancel (or if you choose not to renew) your subscription.
   3. We may suspend, disable, or delete your Account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your Account for the foregoing reasons, you may not re-register on the Site.
   4. We reserve the right to remove any Content from the Site and to terminate all or any portion of the Site at any time, for any reason, with or without notice to you.
   5. Upon termination of this Agreement, all licenses granted to you by THM will terminate. The provisions of this Agreement necessary to give effect to the terms and intent of this Agreement shall survive the expiry or other termination of this Agreement.  Termination of this Agreement will not affect any rights or obligations that were incurred by the parties prior to such expiration or earlier termination. THM shall not be liable to you for any damage of any kind (whether direct or indirect) incurred by you by reason of the termination of this Agreement. Termination of this Agreement will not constitute a waiver of our rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
10. MISCELLANEOUS
    1. This Agreement is governed by the laws of the Province of Ontario, without respect to its conflict of laws principles, and you expressly agree that exclusive jurisdiction for any dispute with THM in any way relating to this Site resides in the courts of the Province of Ontario.
    2. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral, written or otherwise, of the parties. No amendment, waiver or termination of this Agreement shall be binding unless executed in writing.
    3. If any provision of this Agreement is determined to be unenforceable, such provision will be ineffective only to the extent of such unenforceability without affecting the enforceability of the remaining provisions of this Agreement.
    4. You agree that this Agreement is specifically enforceable by THM by injunctive relief and other equitable remedies without proof of monetary damages.
    5. You agree that if THM does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which THM has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.10.6 The parties are independent contractors with respect to each other.  Nothing in this Agreement shall be deemed to create a joint venture, association, principal and agent or partnership relationship between the parties or constitute either party the agent of the other. The parties have agreed that this contract and all related documents be drafted in English. Les parties aux présentes ont demandé et convenu que le présent contrat et tout document y afférent soient rédigés en anglais.