Terms and Conditions

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between “YOU” (either an individual, the company or legal entity) and “Klinix” for the KlinixCare which may include associated software components, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By clicking on the "Yes" button appearing below this EULA, YOU agree to be bound by the terms herein. If YOU do not agree to the terms of this EULA, YOU are not permitted to install, copy, modify or use the SOFTWARE PRODUCT.

This end-user license agreement is a legal contract between you, as either an individual or as a business entity, and either (i)    Klinix Software., a corporation located in Vancouver BC Canada,  agree as follows:

1. General

1.1. Scope. KLINIXCARE services are Klinix Software’s online support services as described on the Klinix Software website. The specific scope of the Services is in Klinix’s sole discretion and may change without notice.

1.2. Access. The Services are provided only via Internet chat, phone and remote desktop sharing. Access to the Internet is required to receive the Services, and you are responsible for providing and maintaining your Internet connection. A high speed Internet connection is highly recommended in order to avoid delays or problems with the Services. Services are provided only after you contact Klinix’s support personnel  You warrant that use of the Services complies with all applicable computer and network policies. Prior to receiving the Services, you must have administrator rights to the computer, have a back-up of all data on the computer, and provide Klinix with correct and accurate information.

1.3. Authorization. You authorize Klinix to access your computers and delete the files that Klinix deems unnecessary to your computers' operation. You grant Klinix express permission to alter the registry of any computer receiving the Services and to install, configure, and use additional software on your computers as Klinix sees fit. You authorize Klinix to initiate internet chat and remote desktop sharing session.

1.4. Assistance. You shall assist Klinix as reasonably requested by Klinix in diagnosing the computer and providing the Services. Your failure to cooperate with the Klinix representative constitutes a breach of this agreement. The Klinix representative has sole discretion over any instructions and steps taken in providing the Services.

1.5. Additional Software. The Klinix support representative may need to download, run, or use software on your computer to assist in diagnosing and resolving computer problems. Such software may include toolbars, utilities, and other tools that allow Klinix to improve computer performance and solve technical problems (collectively, the Diagnostic Software"). The use of all Diagnostic Software is subject to the license agreements associated with the Diagnostic Software. You shall accept and comply with all such license agreements.

2. Limitations

2.1. Scope. The scope and extent of the Services are limited to the options selected by you when registering for the Services. Klinix performs the Services in any manner it sees fit. Klinix may modify the scope, type, and access to the Services without notice. The Services do not cover restoration services, repair services, lost or expected profits, lost or corrupted data, lost or deleted work, or lost or damaged personal files. Klinix does not guarantee against the loss of any file, information, or data. Unless your subscription to the services states otherwise, you are solely responsible for backing up and safely storing its data, information, and files. You shall (1) obtain and pay for all equipment and third-party services required to use and receive the Services and (2) be responsible for all content on both your computer and network.

2.2. One Site Services. Any services provided onsite are provided solely by a third party and not by Klinix itself. You waive all liability against Klinix for any on site Services and acknowledge that Klinix does not guarantee any on site services performed.

2.3. Quality of Services. Klinix provides all Services using commercially reasonable efforts. Klinix does not represent that that commercially reasonable efforts will optimally configure a network or provide you with any significant energy savings.

2.4. Compliance with Laws. You shall comply with all laws, regulations, and other restrictions when using the Services. You may not use the Services to 1) engage in conduct that is offensive, abusive, contrary to public morality, indecent, defamatory, obscene, or menacing, 2) cause Klinix or a third party distress, annoyance, denial of any service, disruption or inconvenience, or 3) send or receive unsolicited bulk correspondence.

2.5  Limitation. . Klinix shall not be liable under any circumstance for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the service, the provision of or failure to provide Support Services, its content (including code), or any third party internet sites, or third party programs, claims for breach of contract, breach of warranty, breach of any provision of this EULA, or the negligence or gross negligence of Klinix or its directors, officers or employees, even if Klinix has been advised of the possibility of such damages, guarantee of condition, strictliability, negligence or other tort to the extent permitted by applicable law. In any case, KLINIX’ s entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by YOU for the Service or $99 plus applicable taxes. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to YOU.

 

3. Ownership.
   Klinix retains ownership at all times over the Services, including all ownership in any software or intellectual property accompanying the Services. You shall not use Klinix's trademarks except with Klinix's prior written consent.
4. Promotions

4.1. Terms. Klinix occasionally offers promotions and special offers ("Promotion") such as free trials. Klinix may terminate a Promotion at any time. If you subscribe to the Services during a Promotion, you shall be bound by the terms of the Promotion as set forth on the advertisement or web page of the Promotion.

4.2. Credit Card Required. When subscribing to Promotions, including free trials, Klinix may require you to enter payment information, such as a credit card number. At the end of a trial period, Klinix may automatically charge the entered payment information for the Services unless Klinix is notified by email, through the email address provided during your registration for the Services, of your cancellation of the Services. Annual subscriptions expire one-year from the end if the trial period. Klinix is not obligated to provide notice to you of a trial period's expiration or before your credit card is billed for the Services. You are solely responsible for ensuring that you unsubscribe from any unwanted Services prior the end of the Promotion. No refunds shall be given for a failure to cancel the Services. All Promotions are limited to one per customer. Klinix reserves the right to deny or revoke a subscription to a Promotion for any reason.

5. Payment.

5.1. Fees. You may use the Services only after paying Klinix any applicable fees for the Services. All fees are posted on the Klinix website and are subject to change without notice. Klinix may deactivate or disable the Services without notice if you fail to pay the applicable fees. All fees are non-refundable.

5.2. Method of Payment. You shall pay all fees in advance using a credit card. Klinix may charge any fees incurred while using the Services (such as renewal fees) to the provided credit card without further notice. If Klinix is unable to bill the credit card provided, Klinix may make the Services inaccessible to you until payment is received.

5.3. Billing Issues. You shall notify Klinix of any billing problems or disputes within 30 days after the charge first appears on a statement from the credit card provider. You waive your right to dispute any billing problem if you fail to notify Klinix within the 30 day period.

6. Term and Termination

6.1. Term. Unless terminated as allowed under this section, this agreement continues for as long as you continue to pay the applicable fees for the Services. Klinix may terminate this agreement without notice if you fail to pay any applicable fees.

6.2. Consumer Services. Subscription-based consumer-based services have a subscription period of one year from the date that you register for the Services. Single-use services expire after you or the Klinix representative terminates the support session.

6.3. Business Services. Services for business are billed monthly. You may cancel at any time by sending notice of the cancellation to Klinix.

6.4. Voluntary Termination. You may terminate this agreement by uninstalling the software accompanying the Services and contacting info@klinix.com  In this case, the agreement terminates upon Klinix's receipt of the email.

6.5. Involuntary Termination. Klinix may terminate this agreement without notice by disabling your account or access to the Services. Klinix may disable your account or deny access to the Services at any time.

6.6. Events Upon Termination. Upon termination, you shall cease using the Services and delete all copies of the related Software. Klinix shall not bill you any additional fees but is not obligated to provide refunds for any paid for but unused Services.

7. Warranty Disclaimers and Limitations on Liability

7.1. Internet. You acknowledge that the Services are subject to the operation and telecommunications infrastructures of the Internet and that the operation of your Internet connection services, all of which are beyond Klinix's control.

7.2. Warranty Disclaimer; Assumption of Risk. YOU ACKNOWLEDGE THAT KLINIX PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE". KLINIX EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE SERVICES AND RELATED SOFTWARE. THIS DISCLAIMER INCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. KLINIX DOES NOT GUARANTEE THAT 1) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE SERVICES.

7.3. Damage Limitation. YOU WAIVE ALL LIABILITY OF KLINIX AND ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS, RESULTING FROM OR CONNECTED TO THIS AGREEMENT. YOU WAIVE ALL LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA AND APPLIES EVEN IF KLINIX IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. KLINIX’ s entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by YOU for the Service or $99 plus applicable taxes. These limitations apply regardless of 1) the reason for or nature of the liability, including tort claims, 2) the number of law claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this agreement have been breached or proven ineffective.

7.4. Exceptions. If any legal right disallows an exclusion of warranties or disallows limiting certain damages, then the disclaimers of warranty and limitations on liability herein apply only to the maximum extent allowed by law.

8. Remedy

8.1. Limitation on Actions. Except for actions and claims related to a party's indemnification and confidentiality obligations, all claims and actions arising from this agreement must be brought within one (1) year from the date when the cause of action occurred.

8.2. Remedy. Your sole remedy for a defect in the Software is to have Klinix attempt to cure the defect. Klinix is not obligated to correct a defect if (i) the Software was misused, damaged, or modified, (ii) you did not promptly report the defect to Klinix, or (iii) you have breached any provision of this agreement.

9. Privacy

9.1. Privacy Policy. Klinix shall follow the privacy policy posted at the Klinix website when using collected personal information. Klinix may revise its privacy policy without notice by posting the amended privacy policy on the Klinix website. You shall periodically review the website to be aware of changes.

9.2. Communication. Klinix may send you communications regarding your account, the Services, or its other products and services. By accepting this agreement, you consent to receiving marketing material from Klinix and its affiliates. You may withdraw this consent later and opt-out of receiving communication not directly related to the Services by emailing info@klinix.com.

9.3. Data Collection. Klinix may collect any information necessary to ensure your compliance with this agreement. Klinix may also collect non-personally identifiable information about your use of the Services, which Klinix may use without restriction. Klinix may monitor and record the Services, including any online sessions. These recordings are primarily for improving customer service, internal training, and internal market research. Klinix may disclose these recordings and any other information to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect ourselves and/or Klinix's customers.

10. Arbitration

10.1. To the extent permitted by law, you shall notify Klinix of any dispute arising under this agreement before seeking dispute resolution. If dispute is not resolved within sixty (60) days after initial notice, then a party may proceed as follows:

10.2. The parties shall resolve the dispute by arbitration conducted through the services of an Arbitrator located in Vancouver, BC.  The party initiating the arbitration shall send notice to the other party. All arbitration hearings will be in Vancouver, BC Canada.

10.3. The parties shall appoint a panel of three possible arbitrators to hear the matter and then each party shall name one Arbitrator to be dropped from the panel, leaving one arbitrator. The party giving notice of the arbitration shall select the first dropped arbitrator.

10.4. The parties shall split the costs of the arbitrator equally regardless of the final decision. The party found in default of this agreement by the arbitrator shall pay all costs of the other party that are incurred in enforcing its rights under this agreement (including attorney's fees).

11. Miscellaneous

11.1. Independent Contractors. The parties are acting as independent contractors and not as agents or employees of each other. Neither party has the power to bind or obligate the other, and each party is responsible for its own expenses and employees.

11.2. Notices. You shall send all notices to Klinix by first class mail, return receipt requested, in English writing to 1925 Alberni St. Suite 302 Vancouver, BC V6G A03. Klinix shall send all notices to the email address listed in your account.

11.3. Entire Agreement. With respect to the Software, this agreement is the entire understanding of the parties and supersedes all other agreements that may exist between the parties. The parties may execute one or more counterparts of the agreement, each of which will be deemed an original copy of the agreement. Section headings in this agreement are for reference and convenience only and are not part of the interpretation of the agreement.

11.4. Modifications. Klinix may modify this agreement by posting an updated copy of the agreement on its website. Klinix may also amend its website and pricing without notice. You may not modify this agreement unless the modification is signed by Klinix. Klinix may modify, supplement, or discontinue the Software, in whole or in part, without notice.

11.5. Waiver. A party's failure to enforce a provision of this agreement will not waive the party's right to enforce the same provision later or right to enforce any other provision of this agreement. To be effective, all waivers must be both in writing and signed by the party benefiting from the waived provision.

11.6. Force Majeure and Internet Frailties. Other than for payment obligations by you, neither party will be liable for a delay or failure to perform an obligation to the extent that the delay or failure is caused by an occurrence beyond the party's reasonable control. Each party acknowledges that the operation of the Internet is beyond the other party's reasonable control, and neither party will be liable for a delay or failure caused by an interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, or other such transmission failure.

11.7. Governing Law and Venue. The laws of British Columbia, Canada govern the interpretation, construction, and enforcement of this agreement and all proceedings arising out of it, including tort claims, without regard to any conflicts of law principles. All proceedings or legal action arising from this agreement must be commenced in the state or federal courts of British Columbia, Canada. Both parties agree to the exclusive venue and jurisdiction of these courts.

11.8. Assignment. You may not assign any of your rights or obligations under this agreement. Any transfer without consent is void. Klinix may assign its rights and obligations without your consent.

11.9. Severability. Any provision determined invalid or unenforceable by rule of law will be reformed to the minimum extent necessary to make the provision valid and enforceable. If reformation is not possible, the provision is deemed omitted and the balance of the agreement remains valid and enforceable.

11.10. Survival. All provisions of the agreement relating to confidentiality, proprietary rights, indemnification, and limitations of liability survive the termination of the agreement.

11.11. Rights of Third Parties. There are no third party beneficiaries under the agreement.

12. Acceptance

BY CLICKING "I ACCEPT", YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. DO NOT CLICK THE "I ACCEPT" BUTTON IF YOU DO NOT ACCEPT THIS AGREEMENT.