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Terms and Conditions

HiPat Health & Fitness Application

Effective Date: January 15, 2025 Last Updated: January 15, 2025

1. Introduction and Acceptance of Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and 1000944461 Ontario Ltd., operating as HiPat ("HiPat," "Company," "we," "us," or "our"), an Ontario corporation with its registered office at 7398 Yonge Street, Suite 2073, Thornhill, Ontario, L4J8J2, Canada.

By accessing, downloading, installing, or using the HiPat mobile application, website, or any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Consumer Health Data Privacy Policy, all of which are incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of the Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or in-app notification at least thirty (30) days before taking effect. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Services.

2. Eligibility and Account Registration

2.1 Age Requirement. You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction (whichever is older), to create an account and use the Services. By creating an account, you represent and warrant that you meet this age requirement. We reserve the right to request verification of age at any time and to terminate accounts of users who misrepresent their age.

2.2 Account Creation. To access certain features of the Services, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly to maintain its accuracy. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Account Security. You must immediately notify us of any unauthorized use of your account or any other security breach. We are not liable for any loss or damage arising from your failure to protect your account credentials. We reserve the right to disable any account at any time if, in our sole judgment, you have violated any provision of these Terms or if your account has been compromised.

2.4 One Account Per User. Each user may maintain only one active account. Creating multiple accounts may result in termination of all associated accounts without refund.

3. Artificial Intelligence Disclosure and Limitations

3.1 AI-Powered Services. HiPat utilizes artificial intelligence and machine learning technologies, including our AI coach "Pat," to provide personalized fitness recommendations, nutrition guidance, and wellness information. You acknowledge and understand that you are interacting with an AI system, not a human being.

3.2 AI Limitations and Accuracy. AI-generated content, recommendations, and responses may contain errors, inaccuracies, or misleading information. AI systems may perpetuate biases present in training data and cannot guarantee accuracy, completeness, or reliability of outputs. You should independently verify any AI-generated information before relying on it for health, fitness, or nutrition decisions.

3.3 No Guarantee of Results. We make no representations or warranties regarding the effectiveness of AI-generated recommendations. Individual results vary based on numerous factors including genetics, adherence to recommendations, pre-existing conditions, and lifestyle factors beyond our control.

3.4 AI Training and Improvement. To improve the quality and accuracy of our AI systems, we may use anonymized and aggregated data derived from your interactions with the Services. You may opt out of AI training data usage at any time through Settings > Privacy > AI Training without losing access to core app features. Opting out will not affect data already used for training prior to your opt-out request.

3.5 Periodic AI Interaction Reminders. In accordance with applicable laws, we may periodically remind you during extended interactions that you are communicating with an AI system.

4. Health and Medical Disclaimer

4.1 Not Medical Advice. THE SERVICES ARE PROVIDED FOR GENERAL INFORMATIONAL, EDUCATIONAL, AND ENTERTAINMENT PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES ARE NOT INTENDED FOR USE IN THE DIAGNOSIS, CURE, MITIGATION, TREATMENT, OR PREVENTION OF ANY DISEASE OR MEDICAL CONDITION.

4.2 General Wellness Purpose. HiPat is designed as a general wellness application to help users maintain or encourage a healthy lifestyle through fitness tracking, nutrition logging, and wellness information. The Services are intended to support general health and wellness goals such as weight management, physical fitness, sleep improvement, stress management, and dietary awareness.

4.3 Physician Consultation Required. BEFORE BEGINNING ANY FITNESS PROGRAM, CHANGING YOUR DIET, OR FOLLOWING ANY RECOMMENDATIONS PROVIDED THROUGH THE SERVICES, YOU MUST CONSULT WITH A QUALIFIED HEALTHCARE PROVIDER OR PHYSICIAN. This is especially important if you have any pre-existing medical conditions, are pregnant or nursing, are taking medications, or have concerns about your health.

4.4 Ongoing Medical Supervision. You acknowledge and agree that you will continue to seek regular medical supervision throughout your use of the Services. The Services are not a substitute for professional medical care, and you should not disregard, avoid, or delay obtaining medical advice from a qualified healthcare provider because of information obtained through the Services.

4.5 No Doctor-Patient Relationship. Use of the Services does not create a doctor-patient, therapist-patient, or any other healthcare provider relationship between you and HiPat, its affiliates, employees, contractors, or the AI coach Pat.

4.6 Emergency Situations. The Services are not designed to respond to medical emergencies. If you are experiencing a medical emergency, call your local emergency services immediately. Do not rely on the Services for emergency medical guidance.

4.7 Assumption of Risk. Physical exercise and dietary changes involve inherent risks of injury, illness, or death. By using the Services, you voluntarily assume all risks associated with following any fitness or nutrition recommendations, including but not limited to: physical injury, muscle strain, cardiovascular events, allergic reactions, nutritional deficiencies, and any other health-related consequences. You agree to exercise within your physical limitations and to stop immediately if you experience pain, dizziness, or discomfort.

4.8 Medical Conditions Restriction. If you have been diagnosed with any serious medical condition, chronic illness, eating disorder, or if you are under medical treatment for any condition, you should only use the Services under the supervision of your healthcare provider. The Services are not appropriate as the sole source of health information for individuals with serious medical conditions.

5. Third-Party Integrations and Data Sharing

5.1 Health Platform Integrations. The Services may integrate with third-party health and fitness platforms, including but not limited to Apple Health, Google Fit, Fitbit, and other wearable device services ("Third-Party Platforms"). These integrations are provided for your convenience and require your explicit authorization.

5.2 Data Synchronization. When you authorize integration with a Third-Party Platform, data may flow bidirectionally between HiPat and the Third-Party Platform. You acknowledge that: (a) we are not responsible for the privacy practices or security measures of Third-Party Platforms; (b) your use of Third-Party Platforms is subject to their respective terms of service and privacy policies; (c) data shared with Third-Party Platforms is governed by their policies, not ours.

5.3 Integration Accuracy. We do not guarantee the accuracy, completeness, or timeliness of data imported from or exported to Third-Party Platforms. Technical issues, synchronization delays, or platform incompatibilities may affect data accuracy.

5.4 Revocation of Access. You may revoke Third-Party Platform integrations at any time through the Services or the Third-Party Platform's settings. Revocation may limit certain features of the Services that depend on imported data.

6. User Conduct and Prohibited Activities

6.1 Acceptable Use. You agree to use the Services only for lawful purposes and in accordance with these Terms. You will not use the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

6.2 Prohibited Activities. You agree not to:

  • Provide false, misleading, or inaccurate information
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity
  • Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services
  • Use any robot, spider, scraper, or other automated means to access the Services
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
  • Circumvent, disable, or interfere with security-related features of the Services
  • Use the Services to transmit any malware, viruses, or harmful code
  • Harass, abuse, threaten, or incite violence against any individual or group
  • Use the Services for any commercial purpose without our prior written consent
  • Attempt to manipulate or abuse the AI systems through prompt injection, jailbreaking, or similar techniques

6.3 User Content Standards. Any content you submit, post, or transmit through the Services ("User Content") must not:

  • Be illegal, defamatory, obscene, or offensive
  • Infringe any intellectual property rights
  • Contain personal information of third parties without their consent
  • Promote illegal activities or harmful substances
  • Contain advertising or commercial solicitations without authorization

7. Subscription and Payment Terms

7.1 Subscription Plans. The Services are offered through various subscription tiers, including free and paid options. Current pricing, features, and limitations for each tier are available at hipat.com/pricing and within the application.

7.2 Payment Processing. All payments are processed through third-party payment processors. By providing payment information, you represent that you are authorized to use the payment method and authorize us to charge your payment method for the subscription fees.

7.3 Automatic Renewal. Paid subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You will be charged the then-current subscription fee for the renewal period. You may cancel automatic renewal at any time through your account settings or app store subscription management.

7.4 Refund Policy. Subscription fees are generally non-refundable except as required by applicable law or as explicitly stated in these Terms. Refund requests must be submitted within fourteen (14) days of the initial purchase. Apple App Store and Google Play Store purchases are subject to their respective refund policies.

7.5 Price Changes. We reserve the right to change subscription prices upon thirty (30) days' notice. Price changes will take effect at the beginning of the next subscription period following the notice. Your continued subscription after a price change constitutes acceptance of the new price.

7.6 Free Trial Terms. If we offer a free trial, you may be required to provide payment information. Unless you cancel before the trial ends, your payment method will be charged the applicable subscription fee. Free trials are limited to one per user and may not be combined with other offers.

8. Affiliate Program and Revenue Sharing

8.1 Program Participation. HiPat may offer an affiliate or referral program ("Affiliate Program") that allows eligible users to earn commissions by referring new users to the Services.

8.2 Independent Contractor Status. BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE, AGENT, PARTNER, OR JOINT VENTURER OF HIPAT OR 1000944461 ONTARIO LTD. Nothing in these Terms or the Affiliate Program creates an employment relationship, and you will not be entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers' compensation, or unemployment insurance.

8.3 Tax Responsibilities - Canada. If you are a Canadian resident participating in the Affiliate Program, you are solely responsible for: (a) reporting all commission income to the Canada Revenue Agency; (b) paying all applicable federal and provincial income taxes; (c) making both the employee and employer portions of Canada Pension Plan (CPP) contributions (currently 11.9% combined rate); (d) paying Employment Insurance premiums if applicable; (e) complying with all applicable GST/HST obligations. HiPat will not withhold or remit any taxes on your behalf. You will receive a T4A slip for payments exceeding $500 CAD in a calendar year.

8.4 Tax Responsibilities - United States. If you are a United States resident participating in the Affiliate Program, you are solely responsible for: (a) reporting all commission income to the Internal Revenue Service and applicable state tax authorities; (b) paying all federal, state, and local income taxes; (c) paying self-employment tax (currently 15.3% for Social Security and Medicare); (d) making estimated quarterly tax payments if required; (e) complying with all applicable state and local tax obligations. HiPat will not withhold or remit any taxes on your behalf. You will receive Form 1099-NEC for payments of $600 USD or more in a calendar year.

8.5 Tax Responsibilities - Other Jurisdictions. If you reside outside Canada and the United States, you are solely responsible for understanding and complying with all tax laws, reporting requirements, and payment obligations in your country, state, province, territory, and any other applicable jurisdiction. It is your responsibility to consult with a qualified tax professional regarding your specific obligations.

8.6 No Tax Advice. HiPat does not provide tax advice. You are encouraged to consult with a qualified tax professional regarding your specific tax obligations arising from participation in the Affiliate Program.

8.7 FTC and Advertising Disclosure Requirements. If you are located in the United States or promoting to United States audiences, you must comply with the Federal Trade Commission's Endorsement Guides (16 CFR Part 255). This includes clearly and conspicuously disclosing your material connection to HiPat in all promotional content. Acceptable disclosures include "Ad," "Sponsored," "Paid partner," or "I earn commissions from purchases through this link." Disclosures must be in the same language as the endorsement and placed proximate to the endorsing statement, not buried in hashtags or at the end of lengthy posts.

8.8 Commission Payment. Commission payments are made according to the payment schedule published in the Affiliate Program terms. We reserve the right to withhold or claw back commissions in cases of fraud, chargebacks, refunds, or violation of these Terms.

8.9 Program Modification or Termination. We reserve the right to modify commission rates, payment terms, or program rules, or to terminate the Affiliate Program entirely, upon thirty (30) days' notice. Earned commissions will be paid according to the terms in effect at the time they were earned.

9. Intellectual Property Rights

9.1 HiPat Ownership. The Services, including all content, features, functionality, software, code, designs, text, graphics, logos, icons, images, audio, video, and the selection and arrangement thereof, are owned by HiPat, its licensors, or other providers and are protected by Canadian, United States, and international copyright, trademark, patent, trade secret, and other intellectual property laws.

9.2 Limited License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial purposes. This license does not include any right to:

  • Modify, copy, or create derivative works of the Services
  • Use data mining, robots, or similar data gathering methods
  • Download content except through functionality we provide
  • Use the Services for commercial purposes without authorization

9.3 User Content License. By submitting User Content through the Services, you grant HiPat a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content in connection with operating, improving, and promoting the Services. This license includes the right to use User Content to train and improve our AI systems.

9.4 User Content Representations. You represent and warrant that:

  • You own or have the necessary rights to grant the licenses in this Section
  • User Content does not infringe any third party's intellectual property or other rights
  • You have obtained consent from any identifiable individuals in User Content

9.5 AI Output Ownership. Content generated by AI systems, including recommendations, meal plans, workout programs, and other AI outputs ("AI Output"), may not be protected by copyright as AI-generated content currently lacks the human authorship required under Canadian and United States copyright law. While you may use AI Output for your personal purposes, you acknowledge that you may not have exclusive ownership rights in such content.

9.6 Trademark Rights. "HiPat," "Pat," the HiPat logo, and all related names, logos, product and service names, designs, and slogans are trademarks of HiPat or its affiliates. You may not use these marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Services are trademarks of their respective owners.

9.7 DMCA Compliance. We respect intellectual property rights and expect users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe content on the Services infringes your copyright, please contact our designated agent at: legal@hipat.com with:

  • Identification of the copyrighted work
  • Identification of the allegedly infringing material
  • Your contact information
  • A statement of good faith belief
  • A statement under penalty of perjury that the information is accurate
  • Your physical or electronic signature

10. Privacy and Data Protection

10.1 Privacy Policy. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our data practices as described in the Privacy Policy.

10.2 Consumer Health Data. Our collection and use of consumer health data is additionally governed by our Consumer Health Data Privacy Policy, as required by the Washington My Health My Data Act, Nevada Senate Bill 370, and other applicable state health privacy laws.

10.3 Cross-Border Data Transfer. As a Canadian company serving users in multiple jurisdictions, your personal information may be transferred to, stored, and processed in Canada, the United States, or other countries where our service providers maintain facilities. By using the Services, you consent to such transfers. We implement appropriate safeguards for international data transfers in compliance with applicable law.

10.4 Data Security. We implement reasonable administrative, technical, and physical security measures to protect your personal information. However, no method of transmission over the Internet or electronic storage is completely secure, and we cannot guarantee absolute security.

11. Dispute Resolution and Governing Law

11.1 Governing Law. These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

11.2 Jurisdiction-Specific Dispute Resolution. The dispute resolution mechanism applicable to you depends on your place of residence.

11.3 Ontario and Quebec Residents. If you reside in Ontario or Quebec, any dispute arising from these Terms or the Services shall be resolved exclusively in the courts of competent jurisdiction in the Province of Ontario (for Ontario residents) or the Province of Quebec (for Quebec residents). The arbitration provisions and class action waiver in Section 11.5 DO NOT APPLY to Ontario or Quebec residents, in accordance with the Ontario Consumer Protection Act, 2002 and the Quebec Consumer Protection Act.

11.4 Other Canadian Residents. If you reside in a Canadian province or territory other than Ontario or Quebec, you and HiPat agree to resolve any dispute through binding arbitration administered by ADR Chambers in accordance with its arbitration rules. Arbitration shall be conducted in English, in Toronto, Ontario, or by telephone or video conference at your election. Each party shall bear its own costs, and the arbitrator shall have authority to award costs to the prevailing party as permitted by law. You may opt out of this arbitration agreement by providing written notice to legal@hipat.com within thirty (30) days of first accepting these Terms. If you opt out, disputes shall be resolved in the courts of the Province of Ontario.

11.5 United States Residents. IF YOU RESIDE IN THE UNITED STATES, YOU AND HIPAT AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, except that either party may bring individual claims in small claims court if they qualify. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT.

11.6 US Arbitration Procedures. For United States residents, arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. You may obtain information about arbitration and forms at www.adr.org. The arbitration shall be conducted in English, either in person in a location reasonably convenient to you, by telephone, by video conference, or based on written submissions, as selected by you. HiPat will pay all AAA filing fees and arbitrator fees for claims up to $10,000; for claims exceeding $10,000, filing fees and arbitrator fees will be allocated according to AAA rules. Each party retains the right to seek injunctive or equitable relief in court to prevent infringement or misappropriation of intellectual property rights.

11.7 CLASS ACTION WAIVER (US RESIDENTS ONLY). IF YOU RESIDE IN THE UNITED STATES, YOU AND HIPAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable, then the entirety of Section 11.5 shall be null and void, and the dispute shall be decided by a court.

11.8 Exceptions to Arbitration. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the court's jurisdiction. Additionally, the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act applies to claims of sexual assault or harassment, which may be brought in court regardless of this arbitration agreement.

11.9 Informal Resolution. Before initiating arbitration or court proceedings, you agree to first contact us at legal@hipat.com to attempt to resolve any dispute informally. If we cannot resolve a dispute within sixty (60) days, either party may proceed with formal dispute resolution.

12. Limitation of Liability

12.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT.

12.2 Limitation of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HIPAT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

12.4 Basis of the Bargain. YOU ACKNOWLEDGE THAT HIPAT HAS OFFERED THE SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE SAME REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HIPAT.

12.5 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability shall be limited to the fullest extent permitted by applicable law. Nothing in these Terms excludes or limits liability that cannot be lawfully excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

12.6 Ontario Consumer Rights. For Ontario residents, the Ontario Consumer Protection Act, 2002 provides certain rights that cannot be waived, including certain warranty rights. Nothing in these Terms shall be interpreted to limit or exclude those non-waivable rights.

13. Indemnification

13.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless HiPat, 1000944461 Ontario Ltd., and their respective directors, officers, employees, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use or misuse of the Services
  • Your violation of these Terms
  • Your violation of any applicable law or regulation
  • Your User Content
  • Your violation of any third party's rights, including intellectual property rights
  • Any injury or harm resulting from your participation in fitness activities or dietary changes based on information obtained through the Services

13.2 Indemnification Procedure. We will provide you with prompt written notice of any claim subject to indemnification. You shall not settle any claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

14. Termination

14.1 Termination by You. You may terminate your account and these Terms at any time by deleting your account through the app settings or by contacting us at support@hipat.com. Termination will not entitle you to any refund of prepaid subscription fees except as required by applicable law.

14.2 Termination by Us. We may suspend or terminate your account and access to the Services at any time, with or without cause, with or without notice. Reasons for termination may include, but are not limited to:

  • Violation of these Terms
  • Fraudulent, abusive, or illegal activity
  • Failure to pay applicable fees
  • Extended periods of inactivity
  • Requests by law enforcement or government agencies
  • Discontinuation of the Services

14.3 Effects of Termination. Upon termination:

  • Your license to use the Services immediately terminates
  • You must immediately cease all use of the Services
  • We may delete your account and all associated data, subject to applicable data retention laws and our Privacy Policy
  • Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, indemnification, and dispute resolution provisions

14.4 No Liability for Termination. We will not be liable to you or any third party for any termination of your access to the Services or deletion of your account or data.

15. General Provisions

15.1 Entire Agreement. These Terms, together with the Privacy Policy and Consumer Health Data Privacy Policy, constitute the entire agreement between you and HiPat regarding the Services and supersede all prior agreements, understandings, representations, and warranties, whether written or oral.

15.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

15.3 No Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of HiPat.

15.4 Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void. These Terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns.

15.5 Force Majeure. We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, power failures, or internet disruptions.

15.6 Notices. We may provide notices to you via email to the address associated with your account, in-app notifications, or posting on the Services. You may provide notices to us at legal@hipat.com or by mail to our registered office address.

15.7 Third-Party Beneficiaries. Except as expressly provided in Section 13 (Indemnification), these Terms do not create any third-party beneficiary rights.

15.8 Headings. The headings in these Terms are for convenience only and have no legal or contractual effect.

15.9 Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail. For Quebec residents, the parties have expressly agreed that these Terms and all related documents be drafted in English. Les parties ont expressément convenu que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

15.10 Contact Information. For questions about these Terms, please contact us at:

1000944461 Ontario Ltd. (HiPat) 7398 Yonge Street, Suite 2073 Thornhill, Ontario, L4J8J2 Canada

Email: legal@hipat.com

16. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS, TOGETHER WITH THE PRIVACY POLICY AND CONSUMER HEALTH DATA PRIVACY POLICY, REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND HIPAT AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND HIPAT RELATING TO THE SUBJECT MATTER OF THESE TERMS.

YOU SPECIFICALLY ACKNOWLEDGE THAT:

  1. You are at least 18 years of age or the age of majority in your jurisdiction
  2. You have consulted or will consult with a qualified healthcare provider before beginning any fitness or nutrition program
  3. The Services are for informational, educational, and entertainment purposes only and are not medical advice
  4. You voluntarily assume all risks associated with your use of the Services
  5. If participating in the Affiliate Program, you are an independent contractor responsible for your own taxes