Terms of Use

Of the “website” and “mobile applications” of ‘SMAHOO Change Clinic & Virtual Mind Spa Experience’ online remote and mobile relapse prevention and recovery TeleHealth counselling, coaching, and support services

With effect from Aug 22, 2016

1Introduction

• This website and application under the name and style ‘SMAHOOmobile MindSPA 2.0’ (“App”) is made available online as SMAHOO Change Clinic & Virtual Mind Spa Experience, located at www.changesclinic.org which may mean and include any of its affiliates, assignees or successors-in-interest as determined by it at its sole discretion and without requiring any prior notice or intimation, from time to time (“Company”, “we” or “us”).
• Your (“you”, “your” or “User”) use of the website and/or future Apps is subject to these terms and conditions (“Terms of Use”).
• Through the website and future Apps, you can avail the services, features, content available through the websites and future Apps (collectively “Services”).
• Your use of the Services via the web domains http://www.changeclinic.org , on any hand-held device (“Device”) requires that you agree to these Terms of Use and the App privacy policy (“Privacy Policy”) available at [*].

2Acceptance of terms

By downloading the App and/or by registering or signing up to the App, or otherwise having access to, receiving, and/or using the App, you acknowledge to have read, understood and you consent to be governed and bound by these terms and conditions and the Privacy Policy. If you do not understand these terms and conditions or the Privacy Policy, or do not accept or agree to any part of them, then you should not use the App. The Terms are an electronic record in terms of the Canadian Digital Charter Implementation Act, 2020 (as amended / re-enacted) and rules thereunder (“IT Act“), and is published in accordance with the provision that mandates for publishing of rules and regulations, privacy policy and terms of use for access or usage of App. This electronic record is generated by a computer system and does not require any physical or digital signatures. In addition, some services offered through the Services may be subject to additional terms and conditions specified by SMAHOO Change Clinic & Virtual Mind Spa Experience from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the App and the Service.

3Access

Subject to these Terms of Use, SMAHOO Change Clinic & Virtual Mind Spa Experience may offer to provide the Services, as described more fully on the App, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services SMAHOO Change Clinic & Virtual Mind Spa Experience offers, and are subject to the terms set out under the “Third party Sites and Services” section below, from third party application stores authorized by SMAHOO Change Clinic & Virtual Mind Spa Experience, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).

4Registration and eligibility

• 4.1 In order to use the website, or future Apps and the Services, you are required to register with SMAHOO Change Clinic & Virtual Mind Spa Experience (either though its website or application) and represent, warrant and covenant that you provide SMAHOO Change Clinic & Virtual Mind Spa Experience with accurate, and complete registration information (including, but not limited to your name (“Username”), e-mail address and other details you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination and/or suspension of your SMAHOO Change Clinic & Virtual Mind Spa Experience account.
• 4.2 Registration as a User is only a one-time process and if you have been previously registered, you shall login / sign into your account using the same credentials as provided by you during the registration process.
• 4.3 You shall not:
  0. provide any false personal information to SMAHOO Change Clinic & Virtual Mind Spa Experience (including a false Username) or create any account for anyone other than yourself without such person’s permission;
  1. use a Username that is the name of another person with the intent to impersonate that person;
  2. use a Username or SMAHOO Change Clinic & Virtual Mind Spa Experience account that is subject to any rights of a person other than you without appropriate authorization; or
  3. use a Username that is a name that is otherwise offensive, vulgar, obscene or otherwise unlawful.
• 4.4 SMAHOO Change Clinic & Virtual Mind Spa Experience reserves the right to refuse registration of, or cancel a Username in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your SMAHOO Change Clinic & Virtual Mind Spa Experience password. You shall indemnify, defend and hold harmless the Services or us from any loss attributable to activities conducted through your account. You shall never use another user’s account without such other user’s prior express permission. You will immediately notify SMAHOO Change Clinic & Virtual Mind Spa Experience in writing of any unauthorized use of your account, or other account related security breach of which you are aware
• 4.5 You represent and warrant that if you are an individual, you are of legal age to form a binding contract and are not disqualified from entering into a contract under the Indian Contract Act, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. The Service is not available to individuals who are younger than 18 years old. SMAHOO Change Clinic & Virtual Mind Spa Experience may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that your use of the App shall at all times be in compliance with all these Terms of Use, laws, rules and regulations applicable to you.

5User submissions

• 5.1 All User usage of the Services, whether publicly via the website or privately using a mobile device, is the sole responsibility of the person who originated the login and usages. SMAHOO Change Clinic & Virtual Mind Spa Experience does not guarantee the authenticity of any User Submissions or endorse any User Submissions, Content and/or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom and SMAHOO Change Clinic & Virtual Mind Spa Experience shall have no liability towards you or any other party for any damage or loss resulting from such Content and you hereby expressly release the Services from all such liability.
• 5.2 You shall also ensure that the Contents/User Submissions applicable are as per the content guidelines developed by us from time to time, which can be accessed via the website primary and secondary menus (“Content Guidelines”) options. You shall be liable for any breach and/or threatened breach of these Content Guidelines, either by you or any of your partners or third parties associated with you.
• 5.3 For purposes of these Terms of Use, the term “Content” includes, without limitation, any location information, logos, images, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by SMAHOO Change Clinic & Virtual Mind Spa Experience on or through the Service. content added, created, uploaded, submitted, distributed, or posted to the Service by Users is collectively referred to as, “User Submissions.”
• 5.4 You grant SMAHOO Change Clinic & Virtual Mind Spa Experience a worldwide, non-exclusive, irrevocable and transferable license to use and reproduce the User Submissions at SMAHOO Change Clinic & Virtual Mind Spa Experience’ discretion.

6SMAHOO Change Clinic & Virtual Mind Spa Experience content

• 6.1 The Service contains content specifically provided by SMAHOO Change Clinic & Virtual Mind Spa Experience or its partners on the App and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable (“SMAHOO Change Clinic & Virtual Mind Spa Experience Content”). You shall abide by and maintain all copyright notices, information, and restrictions contained in any SMAHOO Change Clinic & Virtual Mind Spa Experience Content accessed through the Service.
• 6.2 Your use of the SMAHOO Change Clinic & Virtual Mind Spa Experience Content shall at all times be as an end user of the Services. All SMAHOO Change Clinic & Virtual Mind Spa Experience Content is made available as is and without any representations or warranties whatsoever, and SMAHOO Change Clinic & Virtual Mind Spa Experience hereby disclaims any implied warranties, including but not limited to warranties of fitness for use, accuracy, merchantability, and non-infringement. You shall not sell, license, rent, or otherwise use or exploit any SMAHOO Change Clinic & Virtual Mind Spa Experience Content for commercial (whether or not for profit) and personal use or in any way that violates any third party right, these Terms of Use or applicable law.

7Conditions to use

• 7.1 The Services will be provided on best efforts basis. While SMAHOO Change Clinic & Virtual Mind Spa Experience will make reasonable efforts and shall endeavor that you are able to use the Services without undue disruption, interruption or delay, JPL does not guarantee such uninterrupted of error-free use.
• 7.2 By creating a SMAHOO Change Clinic & Virtual Mind Spa Experience account, you may receive updates, promotional materials and other information we may send with regards to the Service, or new services SMAHOO Change Clinic & Virtual Mind Spa Experience may offer. You hereby consent to receiving all such commercial communications from SMAHOO Change Clinic & Virtual Mind Spa Experience. You may opt out of receiving any, or all, of these commercial communications from SMAHOO Change Clinic & Virtual Mind Spa Experience by following the unsubscribe link or instructions provided in any email and/or text we send. You will however, still continue to receive important updates with regards to your SMAHOO Change Clinic & Virtual Mind Spa Experience account.
• 7.3 When you use the App to avail the Services, you agree that you are involved in the transmission of personal information, including but not limited to your registration information and mobile number (collectively “PI”). You agree and consent to the Company collecting, using, storing and processing the above stated information, in accordance with the Privacy Policy.
• 7.4 SMAHOO Change Clinic & Virtual Mind Spa Experience disclaims any responsibility for any harm resulting from anyone’s use, viewing, or downloading of the Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, trojan horses, and other harmful or destructive content. Any content offered through any of the Services is of the content provider or content creator’s (the person, persons or entity that was responsible for uploading, adding or sharing the content or materials) sole responsibility, and you agree that SMAHOO Change Clinic & Virtual Mind Spa Experience shall not be liable for any damages that may result from your use of the Content and you hereby expressly release JPL to such extent.

8Rules and conduct

• 8.1 As a condition of use, you represent and warrant not to use the Service for any purpose that is prohibited by these Terms of Use and by all applicable law. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.
• 8.2 You represent and warrant that You shall not (and shall not permit any third party) to take any action or publish any information that:
  0. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty or obligations of confidentiality;
  1. you know is false, misleading, untruthful or inaccurate;
  2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as solely determined by SMAHOO Change Clinic & Virtual Mind Spa Experience in its sole discretion;
  3. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  4. involves commercial activities (whether or not for profit) and/or sales without SMAHOO Change Clinic & Virtual Mind Spa Experience’ prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  5. contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of SMAHOO Change Clinic & Virtual Mind Spa Experience or any third party;
  6. impersonates any person or entity, including any employee or representative of SMAHOO Change Clinic & Virtual Mind Spa Experience;
  7. includes anyone’s identification documents or sensitive financial information; or
  8. breaches the Privacy Policy and/or any of the other policies and rules incorporated herein.
• 8.3 You shall not (directly or indirectly):
  0. take any action that imposes or may impose (as determined by SMAHOO Change Clinic & Virtual Mind Spa Experience in its sole discretion) an unreasonable or disproportionately large load on SMAHOO Change Clinic & Virtual Mind Spa Experience’ (or its third party providers’) infrastructure;
  1. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
  2. bypass any measures SMAHOO Change Clinic & Virtual Mind Spa Experience may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
  3. run any form of auto-responder or “spam” on the App or the Service;
  4. use manual or automated software, devices, or other processes to “crawl” or “spider” any part of the App;
  5. harvest or scrape any Content from the Service;
  6. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or App Content, except as expressly authorized by SMAHOO Change Clinic & Virtual Mind Spa Experience;
  7. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any hardware, or source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
  8. copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
  9. delete or modify any content of the App and / or the Services, including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that you do not own or have express permission to modify;
  10. use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
  11. make false or malicious statements against the Services or the App or SMAHOO Change Clinic & Virtual Mind Spa Experience; or
  12. otherwise take any action in violation of SMAHOO Change Clinic & Virtual Mind Spa Experience’ guidelines and policies.
• 8.4 By using the App or the Services, you represent and warrant that:
  0. You are 18 years of age or older and that your use of the App or the Service shall not violate any applicable law or regulation;
  1. You are authorized by the entity on whose behalf you are accessing and accepting these Terms of Use and will bind such entity to these Terms of Use.
  2. You have fully read and understood the Terms of Use and Privacy Policy of the App and consent to them.
  3. You shall ensure that the requisite information provided by you to us for the Services on the App, is absolutely true, up-to-date and correct and nothing material has been concealed, and that you agree to maintain the accuracy of such information. SMAHOO Change Clinic & Virtual Mind Spa Experience will not be liable for any incident occurring due to incorrect or insufficient information provided by you; and
  4. You will not use the App or the Services for any unlawful purposes, or in furtherance of illegal activities.
• 8.5 You acknowledge that all hardware and software underlying the website as well as other internet related software which are required for accessing the website are SMAHOO Change Clinic & Virtual Mind Spa Experience’ intellectual property, and that you have no rights in, or to, the hardware, App or any Services other than the right to use each of them in accordance with the terms of these Terms of Use.
• 8.6 SMAHOO Change Clinic & Virtual Mind Spa Experience reserves the right to access, read, preserve, and disclose any information as SMAHOO Change Clinic & Virtual Mind Spa Experience reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of SMAHOO Change Clinic & Virtual Mind Spa Experience, its users and the public.

9Sub domains

The Service may allow you access to certain SMAHOO Change Clinic & Virtual Mind Spa Experience sub domain which is created for you as a part of the Service (“Sub Domain”). You hereby agree that access to such sub domain to you is provided on an as-is basis by SMAHOO Change Clinic & Virtual Mind Spa Experience. You further agree that you shall use such sub domains at your own risk and in compliance with all applicable laws including but not limited to formulating necessary terms of usage and privacy terms and displaying the same on the sub domain. You shall also ensure that you have informed users that SMAHOO Change Clinic & Virtual Mind Spa Experience may collect personal information on the Sub Domains. Any personal information which SMAHOO Change Clinic & Virtual Mind Spa Experience collects on such sub domains shall be as per the terms of the Privacy Policy. You shall defend, indemnify, and hold harmless SMAHOO Change Clinic & Virtual Mind Spa Experience, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your any breach of or non-compliance with applicable laws with respect to such sub domain.
The Sub Domain allows you to collect payments from your customers. For collecting the payments you may integrate your Sub Domain with a payment processor or your choice or you may choose to use the payment processor and payment gateway of our choice. We may use payment partners to collect the payment and in addition to these Terms of Use you would also be governed by the terms and conditions of such payment service providers. You further agree that the Company shall not be liable for payment related issues and frauds including but not limited to:

1. lack of authorization for any transaction/s, or
2. exceeding the preset limit mutually agreed between you and the financial services providers you deal with, or
3. any payment issues arising out of the transaction, or
4. decline of transaction for any other reason/s.

10Third party sites and services

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the App. When you access third party websites, you do so at your own risk. These other websites are not under SMAHOO Change Clinic & Virtual Mind Spa Experience’ control, and you acknowledge that SMAHOO Change Clinic & Virtual Mind Spa Experience is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by SMAHOO Change Clinic & Virtual Mind Spa Experience or any association with its operators. You further acknowledge and agree that SMAHOO Change Clinic & Virtual Mind Spa Experience shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. When you access any third party service through the Service, you shall be governed by the terms and conditions and privacy policy of such third party.

11Termination

• 11.1 SMAHOO Change Clinic & Virtual Mind Spa Experience may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the App. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
• 11.2 In case you have any issues with the Service, the same should be reported to the support team as designated by SMAHOO Change Clinic & Virtual Mind Spa Experience, details of which are provided in the App. No refund requests will be entertained after moving to a paid subscription and invoice being sent.

Any product of SMAHOO Change Clinic & Virtual Mind Spa Experience does not guarantee:

• A specific amount of business
• A specific position on any search engines in a specific amount of time. SMAHOO Change Clinic & Virtual Mind Spa Experience is a marketing tool that helps your business get discovered online on search engines and get more business. It does not guarantee a specific search engine position or amount of business.

12Warranty disclaimer

• 12.1 Save to the extent required by law, SMAHOO Change Clinic & Virtual Mind Spa Experience has no special relationship with or fiduciary duty to you. You acknowledge that SMAHOO Change Clinic & Virtual Mind Spa Experience has no control over, and no duty to take any action regarding: which users gain access to the Service; what content you access via the Service; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content.
• 12.2 You release SMAHOO Change Clinic & Virtual Mind Spa Experience from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. SMAHOO Change Clinic & Virtual Mind Spa Experience makes no representations or endorsements concerning any Content contained in or accessed through the Service, and SMAHOO Change Clinic & Virtual Mind Spa Experience will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
• 12.3 SMAHOO Change Clinic & Virtual Mind Spa Experience shall not have any liability where a transaction is unable to be completed or does not fructify. In no event shall SMAHOO Change Clinic & Virtual Mind Spa Experience be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory,punitive, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services.
• 12.4 The App, Service, and Content link are provided “as is”, “as available” and are provided without any representations or warranties of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed, save to the extent required by law.
• 12.5 SMAHOO Change Clinic & Virtual Mind Spa Experience, and its directors, employees, agents, representatives, suppliers, partners and content providers do not warrant that: (a) the Service including, without limitation any third party sites or services linked to the App and / or Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Service or Third Party Sites or Services is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the App, Service, and Content is solely at your own risk. Some states / countries do not allow limitations on implied warranties, so the above limitations may not apply to you. If any open-source software is included in the App or any Services, the terms of such open-source software shall be also be included in these Terms of Use.

13Indemnification

You shall defend, indemnify, and hold harmless SMAHOO Change Clinic & Virtual Mind Spa Experience, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs)proceedings, penalties or liabilities, that arise from or relate to your use or misuse of, or access to, the hardware, App, Service, Content, or otherwise from your violation of these Terms of Use or applicable law, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. SMAHOO Change Clinic & Virtual Mind Spa Experience reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with SMAHOO Change Clinic & Virtual Mind Spa Experience in asserting any available defences.

14Limitation of liability

• 14.1 All liability of SMAHOO Change Clinic & Virtual Mind Spa Experience, its directors, employees, agents, representatives, partners, suppliers or content providers howsoever arising for any loss suffered as a result of your use of the App, Service, Content or User Submissions is expressly excluded to the fullest extent permitted by law, save that, if a court of competent jurisdiction determines that liability of SMAHOO Change Clinic & Virtual Mind Spa Experience, its directors, employees, agents, representatives, partners, suppliers has arisen, the total of such liability shall be limited in aggregate to One Thousand Canadian Dollars ($1,000.00).
• 14.2 SMAHOO Change Clinic & Virtual Mind Spa Experience will not be liable or responsible for:
  0. Any instance where a transaction is unable to be completed or does not fructify;
  1. any failure to perform, or delay in performance of, any of SMAHOO Change Clinic & Virtual Mind Spa Experience’ s obligations under these Terms of Use that is caused by any act or event beyond SMAHOO Change Clinic & Virtual Mind Spa Experience’ reasonable control, including Force Majeure Events;
  2. any failure to perform, or delay in performance of, any of SMAHOO Change Clinic & Virtual Mind Spa Experience’ obligations under these Terms of Use or any financial loss that is caused by an assigned partner(s) or a third-party service;
  3. the App not meeting your individual requirements or the App containing defects or errors, as the App has not been developed specifically for you. It is your responsibility to ensure that you use the App if the facilities and functions of the App meet your requirements;
  4. any loss or damage caused by a distributed denial-of-service, viruses attack, or other technologically harmful material that may infect your device, data or other proprietary material due to your use of the App or the Services.
• 14.3 Additionally, by using the Application or any Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
• 14.4 To the maximum extent permitted by applicable law, in no event shall SMAHOO Change Clinic & Virtual Mind Spa Experience, nor its directors, employees, agents, representatives, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory or otherwise (and whether or not SMAHOO Change Clinic & Virtual Mind Spa Experience, its directors, employees, agents, representatives, partners, suppliers or content providers had prior knowledge of the circumstances giving rise to such loss or damage) with respect to the App, Service, or Content for:
  0. the use or the inability to use the App and /or Service;
  1. indirect, remote or consequential losses or damages;
  2. loss of actual or anticipated profits;
  3. loss of revenue;
  4. loss of goodwill;
  5. unauthorized access to or alteration of your transmissions or loss of data;
  6. loss of anticipated savings;
  7. wasted expenditure;
  8. cost of procurement of substitute goods or services; or
  9. any other matter relating to the App and / or Service.
• 14.5 It is your responsibility to ensure that you use the App if the facilities and functions of the App meet your requirements. Nothing in these terms of use shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms of Use. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, SMAHOO Change Clinic & Virtual Mind Spa Experience’ liability will be limited to the fullest extent permitted by applicable law.
• 14.6 Without prejudice to the foregoing, none of the directors, employees, agents, representatives, partners, suppliers or content providers of SMAHOO Change Clinic & Virtual Mind Spa Experience shall be personally liable for any action in connection with the App or the Services.

15Copyright and trademarks

• 15.1 Copyright in works contained in the App, including but not limited to all Content, features, functionality software, design, text, sound recordings and images, are SMAHOO Change Clinic & Virtual Mind Spa Experience’ exclusive property, or licensed by SMAHOO Change Clinic & Virtual Mind Spa Experience, except as otherwise expressly stated. You may access the App only for your use of the Services offered.
• 15.2 All trademarks, service marks, trade names, trade dress, and other forms of intellectual property are proprietary to SMAHOO Change Clinic & Virtual Mind Spa Experience. No information, code, algorithms, content or material from the App may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without SMAHOO Change Clinic & Virtual Mind Spa Experience’ express written permission.
• 15.3 You Must:
  0. not copy, transmit, display, perform, distribute (for compensation or otherwise), license, alter, store the Services or App content or any of its components;
  1. not delete or modify any content of the App and / or the Services, including but not limited to, legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos, that you do not own or have express permission to modify;
  2. not make false or malicious statements against the Services or the App or SMAHOO Change Clinic & Virtual Mind Spa Experience;
  3. not use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
  4. not engage in any form of antisocial, disrupting, or destructive acts, including “flaming”, “spamming”, “flooding”, “trolling”, “phishing” and “griefing” as those terms are commonly understood and used on the Internet;
  5. not use the App or any Services in a way that could damage, disable, overburden, impair or compromise the App, our systems or security or interfere with other Users;
  6. not carry out reverse engineering in respect of the hardware or software underlying the App or any part thereof; and
  7. comply with any applicable law and regulation relating to downloading, using or otherwise exporting the technology used or supported by the App or any Services, which may include but is not limited to not using the App in a country where the use of the App or any Services is unlawful.

16Governing law

• 16.1 A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
• 16.2 These Terms of Use shall be governed by and construed in accordance with the laws of Canada. For all purposes of these Terms of Use, the Parties’ consent to exclusive jurisdiction and venue in a Canadian Court or Provincial court located in the province of Alberta, Canada. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

17Integration and severability

These Terms of Use are the entire agreement between you and SMAHOO Change Clinic & Virtual Mind Spa Experience with respect to the Service and use of the App, Service, or Content, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and SMAHOO Change Clinic & Virtual Mind Spa Experience with respect to the Services. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that SMAHOO Change Clinic & Virtual Mind Spa Experience will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, SMAHOO Change Clinic & Virtual Mind Spa Experience must provide you with written notice of such waiver through one of its authorized representatives.

18Modification of terms of use

SMAHOO Change Clinic & Virtual Mind Spa Experience reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. We will attempt to notify you of any material changes through the Service or via email. SMAHOO Change Clinic & Virtual Mind Spa Experience may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

19Force majeure

SMAHOO Change Clinic & Virtual Mind Spa Experience will not be responsible for any delay or failure to comply with its obligations under these Terms of Use or in performing the Services, if the delay or failure arises due to any event or circumstance beyond SMAHOO Change Clinic & Virtual Mind Spa Experience’ reasonable control.

20Miscellaneous

• 20.1 SMAHOO Change Clinic & Virtual Mind Spa Experience shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SMAHOO Change Clinic & Virtual Mind Spa Experience’ reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line- noise” interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with SMAHOO Change Clinic & Virtual Mind Spa Experience’ prior written consent. SMAHOO Change Clinic & Virtual Mind Spa Experience may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
• 20.2 Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
• 20.3 In respect of these Terms of Use and your use of this App, Service, or Content, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and SMAHOO Change Clinic & Virtual Mind Spa Experience’ and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and SMAHOO Change Clinic & Virtual Mind Spa Experience and you agree that SMAHOO Change Clinic & Virtual Mind Spa Experience does not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

21Contact

• 21.1 Should you have questions about this Terms of Use or SMAHOO Change Clinic & Virtual Mind Spa Experience’ information collection, use and disclosure practices, you may contact the Grievance Officer of SMAHOO Change Clinic & Virtual Mind Spa Experience at the following address: Mr. Shirvington Hannays at Email: cdirector@changeclinic.org.
• 21.2 Except where required by law, SMAHOO Change Clinic & Virtual Mind Spa Experience cannot ensure a response to questions or comments regarding topics unrelated to the terms of this Terms of Use or SMAHOO Change Clinic & Virtual Mind Spa Experience’ privacy practices.

22Complete understanding

These Terms of Use contain the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of these Terms of Use other than those contained or referenced in these Terms of Use.

YOU HAVE READ THESE TERMS OF USE AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE