Welcome to Elevate Healthecare!

Elevate Healthcare Account is a user management and authentication tool aimed to provide you with a seamless user experience. Elevate Healthcare Account gives you access to a wide portfolio of digital solutions, all-in-one access. Please note that some of our digital solutions require a valid subscription to access on or through the Platform (as defined below).

These general terms and conditions (“Terms of Use”) are entered into by and between you and any other person or entity on whose behalf you accept these Terms of Use, and Elevate Healthcare INC., including any affiliates (“Elevate Healthecare”, “we” or “us”). These Terms of Use govern your access to and use of Elevate Healthecare’s online platform Elevate Healthcare Account (“Platform”). Various digital solutions, offering and content, functionalities, data analytics tools, and materials are offered or made available on or through the Platform (collectively, “Content”). In these Terms of Use, the Platform and Content may be collectively referred to as the “Services”.

These Terms of Use constitute the legal agreement between you and Elevate Healthcare when you are accessing and using the Services. Please note that additional terms may apply to specific Content or dedicated platforms through your use of the Services (“Service-Specific Platforms”), in order to use and access those Service-Specific Platforms, you may be asked to first accept to be bound by additional terms of use (“Service-Specific Additional Terms of Use”). If there is any discrepancy between any provision of these Terms of Use and any provisions of Service-Specific Additional Terms of Use, the provisions of the Service-Specific Additional Terms of Use shall prevail.

1 Acceptance to the Terms of Use

1.1 PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU ACCESS AND START TO USE THE SERVICES. BY ACCESSING AND USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE SERVICES.

1.2 Be aware that since the Content is diverse, additional terms and policies may apply (Service-Specific Additional Terms of Use). When you access any Content to which these Service-Specific Additional Terms of Use relate, then they become part of the Terms of Use.

2 Changes to the Terms of Use

2.1 We may revise these Terms of Use from time to time. Elevate Healthcare will alert you about any changes by updating the “Last modified” date of these Terms of Use, and you hereby waive any right to receive specific notice of each such change. Your access and use of the Services after such changes are posted indicates your acceptance of the changes.

3 License and Access to the Services

3.1 Subject to these Terms of Use and any applicable master services agreement (for instance between us and your employer), Elevate Healthcare gives you a limited, personal, revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Platform in order to access and use the Content for your training purposes, including the management of such training (“Purpose”). This license is subject to the conditions below:

Unless expressly permitted in writing by Elevate Healthecare, you may not:

a) reverse engineer, decompile, decrypt, disassemble, copy, reproduce, duplicate, distribute, modify, alter, tamper with, assign, transfer, sublicense, lease, rent, sell, publish, broadcast, transmit, translate, circulate in any form, extract any source code or part of the Services, or otherwise ghost, frame, mirror, export, attempt to or derive any services, products, training material or any source code equivalent to the Services;

b) use any aspect of the Services as training or validation of any machine-learning model, whether or not designed to use or replicate, in whole or in part, the Services;

c) place or sell advertising, sponsorships, services, promotions or barter on the Services;

d) deep link to any portion of the Services for any purpose;

e) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Services;

f) access or monitor any part of the Services using any robot, spider, scraper or other automated means or any manual process for any purpose;

g) alter, obscure or remove any proprietary marks and/or notices, including the Terms of Use, on the Services;

h) interfering with or attempting to gain unauthorized access to an account or computer network;

i) use the Services in a manner that may damage or overburden the Services, or interfere with other end users’ use of the Services;

j) store or transmission of viruses, Trojan horses, or any other malicious code or program that is destructive in nature;

k) when applicable, use any executables on the Services that have not been licensed to you;

l) network the Services, in whole or in part, or make them available for concurrent use;

m) incorporate the Services, in whole or in part, in any other product or service;

n) use the Services, in whole or in part, to enable, support, or otherwise aid yourself, or a third party, to develop any product, or service whatsoever;

o) allow access to anyone to the Services by using your password, username and/or email address;

p) use the Services in a manner that violates the rights (including to intellectual property, privacy, publicity or human rights) of any third party;

q) use the Services to upload, share or store information deemed restricted or classified by local or government agencies or authorities;

r) use the Services in bad faith or contribute to a negative or unwelcoming community spirit;

s) publicly disseminate information regarding the performance of the Services;

t) use the Service in any way that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable at Elevate Healthecare’s sole discretion.

You agree to:

a) use the Services solely for the Purpose;

b) when applicable, to use the Services with the hardware and software environment recommended by Elevate Healthecare; and

c) as applicable, to provide Elevate Healthecare, from time to time, with comments, suggestions, data, information or feedback (“Feedback”) on the Services through the applicable channels. You acknowledge and agree that such Feedback may be freely used by Elevate Healthecare, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions or obligation to you. You understand that you have no right on the Feedback, including any intellectual property rights or moral rights.

3.2 When applicable, in order for Elevate Healthcare to provide you with the Services, you hereby grant Elevate Healthcare a non-exclusive, worldwide, perpetual, royalty-free, transferable, and sub-licensable right and license to use, display, cache, copy, distribute, modify, transmit, analyse, and store the data and content you submitted through the Services, the whole as required for you to access and use the Services as well as to improve the Services; you hereby represent having the rights and authority to grant these rights to Elevate Healthecare.

3.3 Further, if you provide Elevate Healthcare any content, notes, documentation, visuals and/or other materials to be included in the Services (“Materials”), all applicable intellectual property rights on such Materials remain your sole property (or your licensors, as applicable) and your hereby grant Elevate Healthcare a non-exclusive, worldwide and royalty-free license to use, reproduce, adapt, modify and display such Materials in the Services. You acknowledge having sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness ofsuch Materials, and for obtaining all rights related to Materials provided to Elevate Healthcare hereinunder, including any licensing or sub-licensing rights.

3.4 When applicable, you acknowledge that all rights to data that is collected, processed and/or generated by or from the Services provided, including through Elevate Healthcare Rise™ Training System, for you or on your behalf vest immediately with Elevate Healthcare to the maximum extent allowed by applicable laws. This includes, without limitation, any database and analytics developed by Elevate Healthcare and its subcontractors with de-identified information. For clarity, the above does not apply to personal data processed in the application of the Services.

3.5 When using the Services, you agree to comply with all applicable laws, rules, regulations, and orders of any governmental authority, including any intellectual property laws, privacy laws and export control laws, as well as any third party agreements applicable to you.

3.6 In order for you to assess a given Service, Elevate Healthcare might offer you a limited free trial version of such Service, including access to the Platform, solely for evaluation purposes (“Trial Access”). Any Trial Access is provided on a “as is” and ‘’as-available’’ basis, without any warranties or liability to Elevate Healthecare, and Elevate Healthcare has no duty to provide support or maintenance to you during this Trial Access.

3.7 Please do not misuse the Services. You may use our Services only as permitted by these Terms of Use. Any misuse may result in immediate suspension or termination, with or without notice, of your access to the Services, including to any of your Content hosted on the Services. It is up to you to take appropriate measures to ensure accuracy and relevance of Content and/or data and to prevent any loss of Content and/or data. Please note that it is possible that not all the goods and services described on the Services are available in all jurisdictions.

4 User Account

4.1 In order to be able to access and use the Services, you might have to be duly authorized to do so pursuant to a valid primary agreement between Elevate Healthcare or its affiliates and your employer and/or the corporate entity you are representing (e.g., master services agreement, license agreement, valid subscription to a service, valid customer account) and you must have obtained customer clearance from our export control department (clearance check). If you are not or no longer duly authorized, as applicable, you may not access the Services and/or your access may be revoked without further notice. Thus, to access the Services, or certain resources or services such as any online platform controlled by Elevate Healthcare (Service-Specific Platforms), you may be asked to provide certain registration details or other relevant information.

4.2 You may be required to successfully sign up for a Elevate Healthcare user account (“User Account”) and you will be issued a username and password login credentials by Elevate Healthcare (“User ID”) in order to access and use the Services. Elevate Healthcare will guide you through the onboarding process. You shall keep your User ID secure and will not share your User Account or your User ID with anyone else. Elevate Healthcare will not be liable for any loss that you may incur as a result of someone else using your User ID or User Account, either with or without your knowledge. Elevate Healthcare reserves the right to disable any User Account issued to you at any time in the event of a breach of any of your warranties, representations or obligations under these Terms of Use, or for security concerns. Elevate Healthcare will also disable access to terminated or expirated User Account. If Elevate Healthcare disables access to a User Account issued to you, you may be prevented from accessing the Services, including any Service-Specific Platforms.

4.3 If, as part of your agreement with Elevate Healthecare, you are granted administrator rights to the Services, you may be given the rights to determine, decide, identify and enable other authorized end-users with various authorization levels by setting the relevant access privileges to the Services. If you are granted such administrator rights, you are solely liable towards the end-users for any action or omission made in that capacity and you represent that you will use such administrator rights diligently and in good faith.

4.4 As a condition of your use of the Services, you warrant that: (i) you have reached the age of majority in your jurisdiction of residence; (ii) you possess the legal authority to create a binding legal obligation; (iii) you will use the Servicesin accordance with these Terms of Use; (iv) all information supplied by you on the Services is true, accurate, current and complete; and (v) if you are accessing or using the Services on behalf of a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

4.5 You may not assign, transfer or sublicense your User Account and these Terms of Use, by operation of law or otherwise, without Elevate Healthecare’s prior written consent. Any attempt by you to assign or transfer your User Account or these Terms of Use, without such consent, will be null and of no effect. Notwithstanding the foregoing, one end-user can have more than one User Account.

4.6 When available, and as part of the functionality of the Services, you may link your User Account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) to confirm your identity by providing your Third-Party Account login information through the Services (“Single Sign-on Authentication”), the whole as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations or other obligations imposed by the third-party service provider of the Third-Party Account. Depending on the Third-Party Account you choose and subject to the privacy settings that you have set in such Third-Party Account, personally identifiable information that you provide to your Third-Party Account, directly or indirectly, may be used to confirm your identity and to provide you access to the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then the Single Sign-On Authentication feature may no longer be available on and through the Services. You will have the ability to disable the connection between your User Account on the Services and your Third-Party Accounts at any time. Elevate Healthcare has no control over these Third-Party Accounts and assume no liability with regard to their handling of your personal information. When using the Single Sign-On Authentication feature, you agree and understand that such use is at your own risk. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

5 Specific Terms Applicable to Services accessed through App Distributors

5.1 The following terms also apply when you download a Elevate Healthcare solution (for this Section, referred to as an “Application”) either from the Apple Store or Google Play (each an “App Distributor”):

a) These Terms of Use are concluded between you and Elevate Healthecare, and not the App Distributor. The license granted to you for the Application is limited to a non-transferable license to use the Application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of services;

b) Elevate Healthcare is responsible for providing any maintenance and support services with respect to the Application as specified in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

c) In the event of any failure of the Application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the Application;

d) You acknowledge that Elevate Healthecare, not the App Distributor, is solely responsible for addressing any claims that you or any third party may have relating to the Application, including any intellectual property infringement claim;

e) You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;

f) You must comply with applicable all third-party terms of agreement when using the Application; and

g) You acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions of this Application contained in these Terms of Use against you as a third-party beneficiary thereof.

6 Links to Third Party

6.1 Our Services may display some content that is not Elevate Healthecare’s and may contain links to third-party web sites or applications (“Third Party Works”). These links are provided solely as a convenience to you and not as an endorsement by Elevate Healthcare of the content of Third Party Works. Elevate Healthcare is not responsible for the content of any Third Party Works, nor does it make any representation or warranty of any kind regarding any Third Party Works. While Elevate Healthcare may encourage links to the Services, it does not wish to be linked to or from any Third Party Works which contain, post or transmit any innacurate or unlawful information of any kind. Elevate Healthcare reserves the right to prohibit or refuse to accept any link to the Services, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. When applicable, you agree to remove any link you may have to the Services upon the request of Elevate Healthecare.

7 Privacy Protection

7.1 Elevate Healthecare’s Privacy Statement, found at https://elevatehealth.net/privacy-policy , explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you recognize that Elevate Healthcare can use such data in accordance with our Privacy Statement, incorporated herein by reference.

7.2 Elevate Healthecare’s Cookie Policy, found at https://elevatehealth.net/cookie-policy/ , explain our usage of cookies and other tracking technologies when you use our Services . By using our Services, you agree that Elevate Healthcare can use such data in accordance with our Cookie Policy, incorporated herein by reference. You can change your cookie settings at any time by following the instructions to such effect in the Cookie Policy.

7.3 Please note that specific privacy statements and cookie policies may apply to specific Content or Services. If there is any discrepancy between Elevate Healthecare’s above referred Privacy Statement or Cookie Policy and any Content or Service specific versions, the provisions of the Content or Service specific versions shall prevail.

8 Communication Preferences

8.1 By creating a User Account and/or by accessing and using the Services, you agree to receive electronic communications from Elevate Healthcare (e.g., via email, push notification, text messages, or other types of messages). These mandatory communications include important service announcements, security alerts, administrative messages, important notices about your User Account and the Services, including any transactional information, and are necessary for providing the Services.

8.2 If you provide consent to do so, we may also send you promotional electronic communications we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Services and you may opt out of these communications through the Services (with the possible exception of important service announcements, security alerts and administrative/transactional messages) by following the unsubscribe instructions provided in such communications, by contacting us using the contact information below, or through your User Account settings (if applicable).

9 Modifying our Services

9.1 We are constantly changing and improving our Services. We may add or remove Content, functionalities or features, and we may suspend or stop the Services and/or Platform altogether, at Elevate Healthecare’s sole discretion and without any liability.

10 Intellectual Property Rights

10.1 The Platform and the Content, their features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Elevate Healthecare, its licensors, or other providers of such material and are protected by intellectual property or proprietary rights laws.

10.2 Using the Platform and/or accessing the Content does not give you ownership of any intellectual property rights in our Services. These Terms of Use do not grant you the right to use any branding or logos used in our Services. Do not remove, obscure or alter any legal notices displayed in or along with our Services.

10.3 Elevate Healthcare and Elevate Healthcare & Design are trademarks of Elevate Healthcare INC. Other names, words, titles, phrases, logos, designs, graphics, icons and trademarks that might be displayed on the Services may constitute registered or unregistered trademarks of Elevate Healthcare INC. or third parties. While certain trademarks of third parties may be used by Elevate Healthcare under license, the display of third party trademarks on the Services should not be taken to imply any relationship or license between Elevate Healthcare and the owner of the trademark or to imply that Elevate Healthcare endorses the wares, services or business of the owner of the said trademark.

10.4 You agree to grant Elevate Healthecare, its agents and representatives the right to monitor your access and use of the Platform and Content, to ensure that the use of the Services is done at all times in compliance with the terms and conditions of these Terms of Use. Nonetheless, Elevate Healthcare cannot and does not undertake to verify, investigate, endorse or review all Content and material before it is posted onto the Platform.

10.5 Some Services available on the Platform may use PDFTron. PDF Technology is powered by PDFTron WebViewerSDK copyright ©PDFTron™ Systems Inc., 2001-2023 and distributed by Elevate Healthcare INC. under license. All rights reserved.

11 NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY SPECIFIC WRITTEN WARRANTY GIVEN TO YOU BY Elevate Healthcare (I.E. WHEN PURCHASING SPECIFIC GOODS OR SERVICES, IN A SERVICE-SPECIFIC ADDITIONAL TERMS OF USE OR OTHERWISE EXPRESSLY REPRESENTED IN WRITING BY Elevate Healthecare), THE PLATFORM, CONTENT AND ANY SERVICES PERFORMED OR PROVIDED BY THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Elevate Healthcare HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, CONTENT AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF COMPATIBILITY, OF FITNESS FOR A PARTICULAR PURPOSE (INCLUDING ANY CERTIFICATION OR AUTORIZATION REQUIRED FROM ANY REGULATORY AGENCIES OR GOVERNMENT AUTHORITIES), OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Elevate Healthcare OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Elevate Healthcare WILL HAVE NO LIABILITY IN CONNECTION WITH THIRD PARTY CONTENT OR SERVICES AND YOU WILL LOOK SOLELY TO SUCH THIRD PARTIES. YOUR USE OF INTERNET AND ANY RELIANCE YOU PLACE ON THE INFORMATION FOUND ON OUR SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEM. SHOULD THE PLATFORM, CONTENT OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11.2 FURTHER, NEITHER Elevate Healthcare NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE SHALL NOT BE RESPONSIBLE FOR YOUR COMPETENCY OR FOR THE EXERCISE OF YOUR SKILLS AFTER COMPLETION OF ANY COURSES USING THE SERVICES. WE DO NOT GUARANTEE THAT YOU WILL ACHIEVE THE NECESSARY PROFICIENCY TO QUALIFY FOR ANY LICENSE, CERTIFICATES OR RATINGS ISSUED BY ANY REGULATORY AGENCY OR GOVERNMENT AUTHORITY.

12 Limitation of Liability

12.1 TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT WILL Elevate Healthecare, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF TIME, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, INACURATE INFORMATION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR ANY OTHER LOSS INCURRED IN CONNECTION WITH THE USE OR MISUSE OF THE SERVICES, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

12.2 Further, the total liability of Elevate Healthcare and its suppliers, licensors and distributors for any claims under these Terms of Use, including for any implied warranties or damages arising from a third party infringement claim, is limited to the amount that you or your employer and/or the corporate entity you are representing actually paid us, net of taxes, to access the Services during the six months preceding the date upon which such claim first arose. If no fees were paid to access the Services, Elevate Healthecare’s total liability shall not exceed USD100. The limitation above reflects the allocation of risk between you and Elevate Healthecare. The limitations specified in this Section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The existence of one or more claims under these Terms of Use will not increase the maximum liability amount.

12.3 We recognise that in some countries, you might have legal rights as a consumer and as such, nothing in these Terms of Use limits any consumers’ legal rights which may not be waived by contract.

13 Indeminification

13.1 You will, at your expense, indemnify, defend and hold Elevate Healthcare and its representative, employees, agents, successors, directors, officers, subsidiaries, affiliates, and assigns harmless from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney fees) threatened, brought or made by any third party due to or arising out of (i) your use of the Services; (ii) your failure to comply with any applicable laws and regulations (including without limitation any violation of copyright, patent, trademark, privacy or other right); or (iii) your breach of this these Terms of Use. We will provide you with prompt written notice of any such claim, allow you to control the defense and settlement of such claim, and will provide you with proper and full information and assistance at your expense to settle and/or defend any such claim. You agree not to settle any action, claim or demand on our behalf without our prior written consent. We will have the right to participate in the defense and hire counsel of our choice.

14 Confidentiality

14.1 You agree to keep these Terms of Use and any Content provided to you through the Platform in strict confidence and that you will not disclose them to anyone without a need-to-know basis. These obligations of confidentiality and non-disclosure shall not apply to information which you can demonstrate: (i) is or becomes publicly available through no fault of your own; (ii) was already in your rightful possession prior to its receipt from Elevate Healthecare; (iii) is obtained by you in good faith and on a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such information; (iv) is required to be disclosed by law, and only to the extent of such disclosure and limited to the purpose requested. Any information received through the Services does not come within the foregoing exceptions merely because features of it may be found separately or within a general disclosure in the public domain.

15 Irreparable Harm

15.1 You acknowledge that the Services constitute a special, irreplaceable asset of great value to Elevate Healthecare, and that a breach or threatened breach of any of these Terms of Use would cause serious and irreparable harm to Elevate Healthcare which may not be adequately compensated for in damages. If you breach any of these Terms of Use, you consent to injunctive proceedings or other equitable relief being issued against you (without Elevate Healthcare being obligated to post any bond in connection therewith), Elevate Healthcare maintaining its rights to any other recourses and remedies it may have.

16 Infringement

16.1 In the event you learn that there is, or may be, any infringement, unauthorized use or unauthorized disclosure of the Services, in whole or in part, you shall promptly notify Elevate Healthcare in writing of same. In the event of a possible infringement or unauthorized use of the Services, Elevate Healthcare retains the sole right, in its sole discretion, to commence a legal action or to take any action in response thereto. You shall cooperate and provide all available information and assistance to Elevate Healthcare in such regard. Elevate Healthcare shall not be bound by any settlement or compromise of any charge of infringement made without its written consent. You acknowledge that Elevate Healthcare shall have the right to take such measures which Elevate Healthcare deems appropriate to minimise any potential damages due to any alleged claim.

17 Export Laws

17.1 By using the Platform and accessing the Content, you warrant that yourself, any parent, subsidiary or affiliate is not a designated person included on a prohibited party list maintained by the Foreign Affairs, Trade and Development Canada in virtue of Canada’s Special Economic Measures Act and its regulations, or included on any of the restricted party lists maintained by the U.S. Government including the Specially Designated Nationals List administered by the U.S. Treasury Department’s Office of Foreign Assets Control, Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department’s Bureau of Industry and Security, or the List of Statutorily Debarred Parties maintained by the U.S. State Department’s Directorate of Defense Trade Controls, or the consolidated list of asset freeze targets designated by the United Nations, by any member state of the European Union, the United Kingdom, or any other competent sanction authority. Some Content (e.g. software, documentation, products and technical information) available on or through Elevate Healthecare’s Services may be subject to U.S., Canadian or foreign export controls. By accessing, downloading, purchasing or using such software, documentation, products or technical information you represent and warrant that you are in compliance with and shall abide by any such applicable laws and regulations.

18 Term and Termination

18.1 These Terms of Use are effective as of the date you click “Yes” to confirm your agreement with the Services’ site policy or when you first login to the Services, whichever occurs first. These Terms of Use shall continue for as long as you have access to the Services, unless terminated earlier pursuant this Section. If your User Account is revoked or terminated, you will no longer have access to the Services.

18.2 We have the right to terminate or suspend your access to all or part of the Services for any violation of these Terms of Use, with or without prior notice.

18.3 Elevate Healthcare will not be liable for any damages, losses, or other consequences that you may incur as a result of any suspension or termination of your use and access of the Services or your User Account.

18.4 The following Sections shall nevertheless remain in full force and effect: 3.1a) to t) (Not Permitted), 10 (Intellectual Property Rights), 11 (No Warranty), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Irreparable Harm), 17 (Export Laws), 18 (Term and Termination), 19 (Governing Law and Dispute Resolution) and 20 (Miscellaneous), as well as any other Sections which, by their nature and context, are intended to survive termination and remain in effect.

19 Governing Law and Dispute Resolution

19.1 By accessing and using the Services, you agree that all matters relating to your access to, or use of, the Services, shall be governed, when applicable, by the laws and jurisdiction indicated in the primary agreement entered between you or your employer and/or the corporate entity you are representing or, if you are a Elevate Healthcare instructor, by the law and jurisdiction governing your relationship with Elevate Healthecare. In the absence of governing law, then the laws of Ontario, excluding choice of law rules, and the Federal laws of Canada will apply, and the parties herein attorn to the exclusive jurisdiction of the courts of Ontario. Notwithstanding the above, a) if the dispute relates to a third-party claim brought in a different jurisdiction or court then the dispute may be brought before such jurisdiction or court, and b) if a party seeks injunctive proceedings, then it is entitled to seek relief before the competent tribunal of any jurisdiction. Except otherwise awarded by competent authorities, each party will be responsible for their own costs and expenses, including attorney and professional expert fees.

20 Miscellaneous

20.1 Entire Agreement. These Terms of Use constitute the entire agreement between us with respect to the subject matter hereof and supersedes and replaces all prior agreements and understandings.

20.2 Unenforceable. If any term or provision of these Terms of Use is determined by a court to be unenforceable, this will not affect any other terms.

20.3 No Waiver. If you do not comply with these Terms of Use and we do not take action immediately, this does not mean that we are giving up any rights that we may have (we can take action in the future).

20.4 Third Party Beneficiary. These Terms of Use govern the relationship between Elevate Healthcare and you, and third party cannot claim any rights as beneficiary.

20.5 Assignment. Elevate Healthcare may assign or transfer these Terms of Use, at its sole discretion, without restriction.

20.6 Notices. Notices pertaining to these Terms of Use must be given by email, in the English language. If to Elevate Healthecare, they shall be sent to: [email protected]. If to you, they shall be sent to the email address you use to access the Services through your User Account. Such notices shall be deemed to have been received by the addressee upon the next business day following the date they were sent.

20.7 Headings. The division of these Terms of Use into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of these Terms of Use.

20.8 Force Majeure. In the event Elevate Healthcare is unable to perform its obligations under these Terms of Use because of a Force Majeure, Elevate Healthcare shall not be liable to you for any damages resulting from such failure to perform or otherwise from such causes. “Force Majeure” shall mean acts or events beyond the reasonable control of Elevate Healthecare, including, but not limited to, acts of God, strikes, lockouts, or other industrial disturbances, riots, epidemics, pandemics, landslides, floods, fires, washouts, arrests and restraints, civil disturbances, explosions, war (declared or not), embargoes, terrorism, national emergencies, failure of communication or power supply, lack or shortage or delay in delivery of supplies, materials, accessories or equipment, compliance with acts, orders, regulations or requests of any competent federal, state or local governmental authority, reasonably beyond the control of Elevate Healthcare and which, by exercise of due diligence, Elevate Healthcare is unable to overcome.

20.9 Language. The parties declare that a French version of these Terms of Use was made available prior to entering into the agreement and they have requested and hereby confirm their express wish that these Terms of Use, and any related agreements or documents, be drawn up in the English language, and that any notification, letter or other form of communication from a party to the other shall be solely in the English language. In the event of any discrepancy between the French and English versions of the Terms of Use, the English version shall prevail.

21 Contact and Support

21.1 Elevate Healthcare is located at 6300 Edgelake Drive, Sarasota, Florida 34240. Should you have any questions, complaints or feedback regarding these Terms of Use, the Platform or the Content, you may contact Elevate Healthcare Support via our support page, at the following URL: https://elevatehealth.net/customer-support/.

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