Terms and Conditions

Terms and Conditions

Effective Date: November 1, 2025
Last Updated: October 31, 2025

1. Introduction and Acceptance

These Terms and Conditions (“Terms”) govern your access to and use of services provided by Vivologix (“Company,” “we,” “us,” or “our”), operating in Ontario, Canada. By engaging our services, accessing our website, or entering into a service agreement with us, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Definitions

“Personal Health Information” (PHI) means identifying information about an individual in oral or recorded form relating to their physical or mental health, health care history, payments for health care, or eligibility for health care coverage.

“Services” means all consulting, data analysis, AI-powered analytics, research, and related services provided by Vivologix as described on our website or in service agreements.

“Confidential Information” means all non-public information disclosed by either party, including but not limited to business plans, technical data, research findings, and proprietary methodologies.

“Data Processing Agreement” (DPA) means a supplementary agreement governing the processing of personal information, required for projects involving personal data.

3. Scope of Services

3.1 Service Delivery

We provide healthcare data intelligence, AI-powered health analytics, and accelerated research services as described in individual project proposals and service agreements. Specific deliverables, timelines, and methodologies will be detailed in project-specific Statements of Work (SOW).

3.2 Professional Standards

All services are provided in accordance with:

  • Applicable professional standards for epidemiology and biostatistics
  • Canadian healthcare privacy regulations (PIPEDA, PHIPA)
  • Ethical guidelines for health research
  • Industry best practices for data security and AI development

3.3 Limitations

Our services are consultative in nature. We do not:

  • Provide medical diagnosis or treatment
  • Replace clinical judgment or decision-making
  • Guarantee specific outcomes or results
  • Serve as a substitute for professional medical advice

4. Client Responsibilities

4.1 Data Provision

Clients agree to:

  • Provide accurate, complete data necessary for service delivery
  • Ensure they have legal rights and appropriate authorizations to share data with us
  • Obtain all necessary consents, approvals, and ethics board clearances before sharing personal health information
  • Notify us immediately of any data breaches or security concerns
  • Provide timely responses to information requests necessary for project completion

4.2 Legal Compliance

Clients warrant that:

  • All data shared has been collected lawfully and ethically
  • Appropriate research ethics board (REB) or institutional review board (IRB) approvals are in place where required
  • All necessary patient consents or legal bases for data processing exist
  • They comply with applicable privacy laws in their jurisdiction

4.3 Use of Deliverables

Clients agree to:

  • Use deliverables only for lawful purposes
  • Not misrepresent findings or remove contextual limitations from reports
  • Maintain confidentiality of proprietary methodologies
  • Provide appropriate attribution when publishing or presenting our work

5. Data Security and Privacy

5.1 Our Security Measures

We implement comprehensive security measures including:

Technical Safeguards:

  • End-to-end encryption for data transmission (TLS 1.3 or higher)
  • Encryption at rest using AES-256 or equivalent standards
  • Multi-factor authentication for system access
  • Regular security audits and vulnerability assessments
  • Secure cloud infrastructure with SOC 2 Type II compliance
  • Automated backup systems with geographic redundancy
  • Access logging and monitoring systems

Administrative Safeguards:

  • Mandatory security awareness training for all personnel
  • Background checks for employees handling sensitive data
  • Confidentiality agreements with all staff and contractors
  • Incident response and breach notification procedures
  • Regular privacy impact assessments
  • Documented policies and procedures for data handling

Physical Safeguards:

  • Secure data center facilities with restricted access
  • Device encryption for all work computers
  • Secure disposal procedures for hardware containing data

5.2 Client Security Obligations

Clients must:

  • De-identify or anonymize data before transmission where possible
  • Use secure methods approved by us for data transfer
  • Maintain security of access credentials provided by us
  • Report suspected security incidents within 24 hours
  • Comply with our data handling requirements specified in project agreements

5.3 Data Retention and Destruction

Unless otherwise specified in a service agreement:

  • Project data is retained only for the duration necessary to complete services
  • Data is securely deleted within 90 days of project completion unless retention is required by law or contracted
  • Clients may request earlier deletion upon project completion
  • Deletion is performed using industry-standard secure erasure methods
  • Certificates of destruction available upon request

6. Intellectual Property Rights

6.1 Client Data and Materials

Clients retain all rights to data and materials provided to us. We claim no ownership over Client data.

6.2 Deliverables

Upon full payment, Clients receive a license to use project deliverables for their internal business purposes. Specific intellectual property arrangements will be detailed in service agreements.

6.3 Pre-Existing IP and Methodologies

We retain ownership of:

  • Pre-existing proprietary methodologies and tools
  • General knowledge, skills, and experience
  • Analytical frameworks and templates developed independently
  • Improvements to our proprietary systems arising from projects

6.4 Publication Rights

For research projects, publication rights will be negotiated and specified in service agreements. Generally:

  • Clients have the right to publish results with appropriate attribution
  • We reserve the right to reference projects in general terms for marketing purposes (with anonymization)
  • Specific publication timelines and approval processes will be documented

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to:

  • Maintain confidentiality of all Confidential Information
  • Use Confidential Information only for purposes related to the service engagement
  • Limit disclosure to employees, contractors, or advisors with a need to know
  • Implement reasonable security measures to protect Confidential Information
  • Return or destroy Confidential Information upon request or project completion

7.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is publicly available through no breach of these Terms
  • Was rightfully possessed prior to disclosure
  • Is independently developed without use of Confidential Information
  • Must be disclosed pursuant to legal requirements (with prompt notice to the disclosing party)

7.3 Duration

Confidentiality obligations survive for five (5) years following project completion or termination of the service relationship.

8. Fees and Payment

8.1 Fee Structure

Fees are specified in individual service agreements or Statements of Work. Unless otherwise agreed:

  • Fees are quoted in Canadian dollars (CAD)
  • Project-based fees require 50% payment upfront, 50% upon completion
  • Retainer arrangements require monthly payment in advance
  • Rush services may incur additional fees (typically 25-50% premium)

8.2 Payment Terms

  • Invoices are due within 30 days of issuance
  • Late payments incur interest at 2% per month (26.8% annually)
  • We reserve the right to suspend services for accounts more than 30 days overdue
  • All fees are exclusive of applicable taxes (GST/HST)

8.3 Expenses

Reasonable out-of-pocket expenses may be billed separately with prior approval, including:

  • Software licenses required specifically for client projects
  • Third-party data acquisition costs
  • Travel expenses (if applicable)

8.4 Refund Policy

  • Deposits are non-refundable once work has commenced
  • For terminated projects, fees are prorated based on work completed
  • No refunds for completed deliverables

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • Services will be performed with reasonable care and skill consistent with industry standards
  • We have the necessary qualifications and expertise to provide the services
  • Our work will not knowingly infringe third-party intellectual property rights
  • We will comply with applicable laws and regulations

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS:

  • SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND
  • WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
  • WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
  • WE DO NOT GUARANTEE SPECIFIC RESULTS, OUTCOMES, OR FINDINGS

9.3 Client Data Accuracy

We rely on the accuracy and completeness of data provided by Clients. We are not responsible for errors or limitations arising from inaccurate, incomplete, or biased source data.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

10.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES
  • LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
  • LOSS OF DATA OR INFORMATION (except as caused by our gross negligence)
  • COSTS OF SUBSTITUTE SERVICES
  • DAMAGES ARISING FROM CLIENT’S USE OR MISUSE OF DELIVERABLES

10.3 Exceptions

Nothing in these Terms limits liability for:

  • Death or bodily injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Gross negligence or willful misconduct
  • Breaches of privacy obligations under PIPEDA or PHIPA
  • Matters that cannot be limited by law

10.4 Claims Period

Claims must be brought within one (1) year of the date when the Client knew or should have known of the issue giving rise to the claim.

11. Indemnification

11.1 Client Indemnification

Client agrees to indemnify and hold harmless Vivologix, its officers, employees, and contractors from claims, damages, and expenses (including reasonable legal fees) arising from:

  • Client’s breach of these Terms
  • Client’s violation of applicable laws or regulations
  • Client’s lack of necessary rights, consents, or approvals for data shared
  • Misuse or misrepresentation of our deliverables
  • Third-party claims based on Client data or instructions

11.2 Our Indemnification

We agree to indemnify Client from claims arising from:

  • Our breach of confidentiality obligations
  • Our gross negligence or willful misconduct
  • Our infringement of third-party intellectual property rights in our proprietary methodologies

11.3 Indemnification Process

The indemnified party must:

  • Promptly notify the indemnifying party of claims
  • Cooperate reasonably in defense of claims
  • Allow the indemnifying party to control defense and settlement (with consent not to be unreasonably withheld)

12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of our service relationship with Client.

12.2 Termination for Convenience

Either party may terminate a service engagement with 30 days’ written notice. Client remains responsible for:

  • Fees for work completed to date
  • Non-cancellable expenses already incurred
  • Any early termination fees specified in service agreements

12.3 Termination for Cause

Either party may terminate immediately if the other party:

  • Materially breaches these Terms and fails to cure within 15 days of written notice
  • Becomes insolvent or subject to bankruptcy proceedings
  • Engages in fraudulent or illegal activities

12.4 Effects of Termination

Upon termination:

  • Client must pay all outstanding fees within 15 days
  • We will provide deliverables completed to date (upon payment)
  • Both parties must return or destroy Confidential Information
  • Sections 5, 6, 7, 9, 10, 11, and 13 survive termination

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.2 Dispute Resolution

Negotiation: Parties agree to first attempt to resolve disputes through good-faith negotiation.

Mediation: If negotiation fails, parties agree to mediate disputes before a mutually agreed mediator in Ontario.

Litigation: If mediation fails, disputes shall be resolved in the courts of Ontario. Each party irrevocably submits to the exclusive jurisdiction of such courts.

13.3 Entire Agreement

These Terms, together with any executed service agreements and Statements of Work, constitute the entire agreement between parties and supersede all prior agreements, understandings, and representations.

13.4 Amendments

We may update these Terms with 30 days’ notice. Continued use of services after the effective date constitutes acceptance. Material changes to privacy or security provisions require explicit consent.

13.5 Assignment

Client may not assign rights or obligations without our prior written consent. We may assign to affiliates or in connection with a merger, acquisition, or sale of assets with notice to Client.

13.6 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. Remaining provisions continue in full effect.

13.7 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

13.8 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, internet failures, or cyberattacks.

13.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

13.10 Notices

Notices must be in writing and delivered to:

Vivologix:
Email: hello@vivologix.com
Address: Ontario, Canada

Client:
To the contact information provided in service agreements

Notices are deemed received when delivered by email (with confirmation) or 3 business days after mailing.

13.11 Language

These Terms are written in English. If translated, the English version prevails in case of discrepancies.

14. Contact Information

For questions about these Terms:

Email: hello@vivologix.com
Website: www.vivologix.com

Acknowledgment: By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.