1) Introduction

Refua is a division of, a division of Dolce Vita Holdings Ltd. (the “Company”, “we” or “Refua”), a corporation existing under the laws of Bahamas. The company operates a technology platform under the “Refua” brand that enables users to access and use certain online tools, software, and services made available through the Refua website and related applications.

Please read these terms of use (these “Terms”) carefully as they govern your access to and use of the company’s technology platform operated under the Refua brand, including all of our websites, software, mobile applications and online platforms that incorporate or link to these terms (collectively, the “Platform”) and any written, audio, video or other made available through the platform (the “Content”).

Use of the platform is subject to additional policies and referenced in these Terms (collectively “Agreements”), which are incorporated by reference herein. By accessing or using the platform, you agree to be bound by these terms and the agreements.

The company’s collection, use, and disclosure of personal information is governed by the Refua Privacy Policy. By using the platform, you are consenting to the collection, use, and disclosure of your personal information as set out in our privacy policy.

If you do not agree to these terms, you must not access or use the platform.

You further agree to abide by the agreements and not to use the platform or content or any part thereof in any manner not expressly permitted by the agreements. If you do not agree to these terms or the agreements, then you must not use the platform or access any content.

Eligibility requirements

In order to use the platform and access any content, you must (1) be the age of majority in your jurisdiction; (2) have the legal capacity, authority, and power to enter into a binding contract with Refua, and not be prohibited or restricted from doing so under any applicable laws; and (3) reside in a jurisdiction where the platform is available and permitted to be delivered.

You represent and warrant that all account registration and profile information you provide to Refua is true, accurate, current, and complete, and you agree to promptly update such information as necessary to ensure its continued accuracy.

If you do not meet, or cease to meet, the foregoing requirements, you must not register for an account and must immediately cease accessing or using the Platform and the Content.

2) The platform provided by Refua

The company operates a technology platform that enables individual clients to identify, connect with, schedule and engage independent third-party service providers, including regulated and non-regulated healthcare practitioners, for professional services on a fee-for-service basis (each, an “Individual Service Engagement”).

The company may, in it’s discretion, issue or distribute non-cash vouchers, service credits, or promotional credits that may be applied towards fees charged by participating practitioners for services independently provided through the Platform (each, a “Service Voucher”). The terms applicable to any service voucher, including eligibility, redemption, conditions, expiry, and applicable service categories, will be disclosed at the time of issuance or redemption. service vouchers:

• are non-cash, revocable, and non-transferable unless expressly authorized in writing by Refua;

• may be applied only toward services provided by participating practitioners through the platform, as specified; and

• may not be resold or exchanged for cash.

In addition to facilitating Individual service engagements, Refua may, in its sole discretion, offer access programs, administrative features, pricing arrangements, eligibility-based participation programs, or other platform-related offerings on a subscription or membership basis, including recurring or fixed-term payment models. Such subscription-based offerings relate solely to access to and use of the platform and associated administrative or pricing features, and do not constitute the provision of healthcare or professional services by Refua. Refua may introduce, modify, suspend, or discontinue any such subscription-based offerings from time to time in accordance with these terms.

For greater certainty, all amounts paid to Refua are strictly for use of the platform.  In addition, Refua may collect amounts for and on behalf of practitioners to facilitate the payment by you to the practitioner, as set out herein.

Third-party applications, devices and open source software

The platform may be integrated with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications”) and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices (“Devices”). Your access to and use of such Third-Party applications and devices may be subject to additional terms, conditions, and policies provided to you by the applicable third-party. Refua does not guarantee that Third-Party applications and devices will be compatible with, or continue to function with, the platform.

The platform, including the content and user content, may contain links to third-party websites or resources. These links are provided solely for your convenience and do not constitute endorsement by the company of the content, products, or services available through such websites. The company does not control, and make no representations or warranties regarding, the accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose of any third-party content. If you choose to access any third-party website or resource, you do so entirely at your own risk.

Your access to, downloading, and viewing of the platform, the content and any user content is at your own risk. Refua does not guarantee or warrant that the platform, the content or the user content made available through the platform will be compatible with your systems or free of viruses, malware, worms, trojan horses or disabling devices or other harmful code. Refua assumes no responsibility and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to or use of the Platform, including without limitation your downloading of any materials, data, text or images.

You are solely responsible for implementing appropriate safeguards to protect the security and integrity of your systems and devices, and for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform and access to the content and the user content.

Third party offerings

From time to time, we may make available promotional plans, access programs, pricing arrangements, or eligibility-based participation offerings through the platform, which may include access to or information about third-party products or services. Any such third-party products or services are provided solely by the applicable third parties, and Refua is not responsible for the availability, quality, performance, or outcomes of any products or services provided by such third parties.

Service limitations and modifications

We use commercially reasonable efforts to maintain the availability and operation of the platform. However, the platform, it’s features, functionality, content, and availability may change from time to time, subject to applicable law, and without liability to you. Without limitation:

• The platform may be temporarily unavailable due to technical issues, maintenance, testing, updates, or changes required to comply with applicable laws or regulatory requirements;

• We may modify, enhance, suspend, or discontinue, temporarily or permanently, all or any portion of the platform, including specific features, functions, access programs, or subscription offerings; and

• Content made available through the platform may change over time, Refua is not obligated to make any particular content available or to continue making any content available, and access to content may be removed at any time without notice.

Your right to terminate these terms if you no longer wish to use the platform is set out in section 6.

If you have prepaid fees directly to Refua for a paid subscription that is discontinued by Refua prior to the end of the applicable pre-paid access period, and such discontinuation is not due to your breach of these terms, Refua will refund the pro-rated portion of the prepaid fees corresponding to the unused portion of the pre-paid access period. Your account and billing information must be current and accurate in order to process any refund.

Refua shall not have any liability to you, nor any obligation to provide a refund, in connection with interruptions, outages, or failures of the platform or related services that result from the actions or omissions of government authorities, third-party service providers, network operators, or events beyond their reasonable control.

3) Your use of the platform

Creating a Refua account

You may be required to create a Refua account in order to access or use all or part of the platform, subject to the terms of your applicable subscription or access plan. Your account must be registered in your country of residence and is for your personal use only. Refua may impose reasonable device or usage limitations to help ensure that accounts are used solely by the registered individual.

You are responsible for all activity that occurs through your account, including any unauthorized use. To help protect your account, you must maintain control over the devices you use to access the platform and keep your login credentials confidential. Refua reserves the right to suspend, restrict, or terminate your account, or to place it on hold, if we reasonably believe that your account has been compromised or is being used in an unauthorized manner. If you become aware of any unauthorized access to or use of your account, you must notify Refua’s customer support team immediately at [email address].

Refua reserves the right to reclaim, modify, or require you to change your username at any time, for any reason, including to comply with applicable law or platform policies.

Your rights to use the platform

Access to the platform

Subject to your ongoing compliance with these terms and any other applicable policies or terms incorporated by reference, Refua grants you a limited, non-exclusive, non-transferable, and revocable licence to access and use the platform and the content (collectively, “Access”) for their intended purposes. You may access and use only the version of the platform made available in your country of residence. This Access will continue unless and until it is terminated by you or by Refua in accordance with these terms.

Refua’s proprietary rights

The platform, including all software applications, and the content are owned by or licensed to the company and its affiliates. The platform software applications and the content are licensed to you, not sold or transferred, and the company retains all right, title, and interest in and to the platform, the software applications, and the content, including all copies thereof, even after installation on your devices.

All trademarks, service marks, trade names, logos, domain names, and other brand identifiers associated with Refua (collectively, the “Brand Features”) are the exclusive property of the Company or its licensors.

Nothing in these terms grants you any right, licence, or interest in or to the brand features, whether for commercial or non-commercial use. You agree not to reproduce, modify (including by creating derivative works), distribute, sell, transfer, license, or otherwise exploit the platform, the content, or the brand features except as expressly permitted by these terms.

Technology risks

You acknowledge and agree that Refua does not control, and is not responsible for, content transmitted over the Internet or other public networks. You further acknowledge that the internet and electronic communications involve inherent security risks, even where reasonable security measures are implemented.

While Refua implements commercially reasonable administrative, technical, and physical safeguards designed to protect personal information in its custody or control against unauthorized access, use, loss, modification, or disclosure, and generally follows industry-accepted practices for securing data transmitted to, from, and through the platform, Refua cannot and does not guarantee the absolute security of data transmitted over the Internet or other public networks in connection with your use of the platform.

You acknowledge that, despite the use of reasonable encryption technologies and security protocols, no technology is entirely secure and that security measures may fail or be breached, which could result in the unauthorized access to, collection, use, or disclosure of personal information, including personal health information, belonging to you or to third parties disclosed by you through your use of the platform. Refua will provide notice of any such breach to the extent required by applicable law.

For additional information regarding how personal information is collected, used, disclosed, and protected, please refer to the Refua privacy policy.

Payments and cancellation

All purchases, service payments, service voucher redemptions, refunds, and cancellations must be initiated through the Refua website. No service purchases, payments, or cancellations may be initiated through the Refua mobile application unless Refua expressly enables such functionality for a specific feature or offering.

Payment processing and flow of funds

Where payment processing is made available, Refua acts solely as a limited payment collection agent on behalf of the applicable practitioner for the purpose of receiving amounts owed by clients in connection with services independently provided by such practitioner.

Any amounts collected through the platform in respect of an individual service engagement are collected on behalf of the applicable practitioner and, subject to applicable platform fees and administrative charges disclosed to the practitioner, constitute consideration payable to the practitioner for services provided by the practitioner to the client.

Nothing in these terms shall be construed as Refua purchasing, reselling, or providing healthcare or professional services, or as Refua acting as the payor of such services.

Fee-for-service platform use

Refua facilitates individual service engagements between clients and independent healthcare practitioners through the platform. Unless otherwise presented at the time of booking or checkout, fees apply only to individual service engagements affirmatively initiated by a client and are not recurring.

Subscription-based platform access options

Refua reserves the right, in its sole discretion, to offer access programs, administrative features, pricing arrangements, or promotional campaigns on a subscription or membership basis (each, a “service subscription”). Service subscriptions may be offered through the platform by:

• Charging a subscription or access fee on a recurring monthly basis; or

• Offering pre-paid access to the applicable platform features or programs for a defined period, provided that the minimum period for any such pre-paid access plan shall be twelve (12) months (the “Pre-Paid Period”).

Service subscriptions relate solely to access to and use of the platform and associated administrative or pricing features, and do not constitute the provision of healthcare or professional services by Refua. Service subscriptions do not guarantee clinical outcomes, service volume, or practitioner availability unless expressly stated in separate written terms.

For greater certainty, subscription or access fees payable to Refua are independent of, and separate from, any fees payable to practitioners for services provided through the platform.

Service vouchers

Refua may also, at its discretion, issue or permit sponsors or practitioners to issue service vouchers or promotional credits redeemable for specific services, including as part of service subscription campaigns. Voucher terms, eligibility, expiry, and redemption rules will be disclosed at the time of issuance or redemption.

Cancellations & service termination

Service subscription cancellations or early termination requests must be submitted through the website. Early termination of a Pre-Paid Period may be subject to additional terms, refund policies, or non-refundable minimum access periods disclosed at the time of purchase.

Price and tax changes

Refua may from time to time change the price for the paid subscriptions, including recurring subscription fees or the Pre-Paid Period (for periods not yet paid) and will communicate any price changes to you in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use the platform after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable paid subscription prior to the price change going into effect.

Taxes may be calculated and charged by Refua for us of the platform and may be calculated and charged by a practitioner.  In each case, taxes are calculated based on the information you provide and the applicable rate at the time payment is made. These amounts can change over time with local tax requirements in your country, state, territory or even city. Any change in tax rates will be automatically applied based on the account information you provide.

Billing and cancellation

Unless otherwise indicated (for example, if you have signed up for a prepaid period), paid subscriptions continue indefinitely until cancelled. You will be billed on a recurring basis on the first day of each billing period and you will pay and you authorise us to charge your payment method the then-current subscription fee.

You may cancel your paid subscription at any time by logging into your Refua account on the Refua website. Unless otherwise indicated, cancellation will take effect from the end of the billing period in which you cancel. On the effective date of the cancellation, for users with paid industry subscriptions, your subscription will terminate, and for users with paid healthcare provider subscriptions, your subscription will be downgraded to the free healthcare provider subscription. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these terms.

If you fail to make the monthly subscription fee payment for any reason, your paid subscription will automatically cancel.

In addition to, and notwithstanding, any other rights we may have under these terms, we reserve the right to terminate a paid subscription at any time, on no less than 14 days’ notice to you. Unless we inform you otherwise, we will allow you to retain access to the paid subscription for the remainder of the then-current billing period.

4) Content and intellectual property rights

User content

The content you post on the service

Users of the platform may post, upload, submit, transmit, or otherwise contribute content to the platform (“User Content”). For greater certainty, user content includes all information, materials, messages, communications, and other content added, created, uploaded, submitted, distributed, or posted by users through the platform, including any promotional, marketing, or informational materials provided by users and made available to other users through the platform.

You are solely responsible for all user content that you add, create, upload, submit, distribute, provide, or post. Refua does not endorse any user content and makes no representations or warranties regarding the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, or fitness for any purpose of any user content.

You represent and warrant that, with respect to any user content: (a) you own or have all necessary rights and permissions to post and use such user content; and (b) such user content, and it’s use by Refua in accordance with these terms, does not violate these terms, applicable law, or the intellectual property or other rights of any third party, and does not imply any affiliation with, or endorsement by, Refua without Refua’s prior express written consent.

If you post user content that references products, services, organizations, or individuals, you must clearly and prominently disclose any actual, potential, or perceived conflicts of interest within the user content itself. Failure to provide accurate and complete disclosures may result in the removal of the applicable user content.

The platform may allow user content to be shared in various ways, including through direct messages or other communications between users. Depending on the method of sharing, user content may be visible to other users or publicly accessible and may be copied, shared, or redistributed by others. You are responsible for exercising appropriate caution when posting or sharing user content and for managing your account settings accordingly. Refua is not responsible for User content posted or shared by you or by other users.

Moderated discussions

The platform may include moderated discussion forums, chatrooms, threads, or other discussion spaces where healthcare practitioners or other users may connect, communicate, and share information (the “Moderated Discussions”).

Moderators or administrators of moderated discussions are users of the platform and are not employees, agents, or representatives of Refua. All content posted by moderators or administrators in moderated discussions constitutes user content.

Although moderated discussions may be subject to moderation, user content is generally posted in real time. The role of moderators or administrators is limited to fostering constructive discussion and addressing off-topic, offensive, or inappropriate content. Moderators or administrators may, but are not obligated to, notify Refua if they believe user content should be edited or removed.

Moderated discussions may be subject to additional rules or participation guidelines, and you agree to comply with all such rules and guidelines when accessing or participating in moderated discussions.

Monitoring and removal of user content

Refua has no obligation to monitor, review, or pre-screen user content, whether publicly posted or privately shared. However, Refua reserves the right, in its sole discretion, to remove or disable access to any user content at any time and for any reason, with or without notice.

Licenses you grant to Refua

User content license

You retain ownership of your user content. However, in order to operate the platform and make user content available, you grant to Refua a non-exclusive, transferable, sublicensable, royalty-free, fully paid, irrevocable, worldwide licence to use, host, store, reproduce, make available, perform, display, translate, modify, create derivative works from, distribute, and otherwise exploit such user content, in any media and by any means or technology now known or hereafter developed, in connection with the operation, promotion, and improvement of the platform.

Feedback

If you submit reviews, comments, questions, suggestions, ideas, or other feedback relating to the platform or any content (“Feedback”), such feedback is non-confidential and non-proprietary. Refua may use, reproduce, disclose, and exploit any feedback for any purpose without restriction and without compensation or attribution to you.

5) Customer support, information, questions and complaints

User support, information, questions, complaints

If you have any questions regarding the platform or these terms (including any policies or other terms incorporated by reference), please contact Refua through the support or contact section of the Refua website.

6) Problems and disputes

Suspending and terminating the platform

These terms will remain in effect until terminated by you or by Refua. In addition to, and without limiting, any other rights available to it under these terms, Refua may terminate these terms (including any terms and policies incorporated by reference) or suspend or restrict your access to the platform, at any time, if Refua reasonably believes that you have breached these terms, if Refua ceases to provide the platform or any material component of it upon reasonable notice, or if such action is necessary to comply with applicable law or regulatory requirements.

If these terms are terminated by you or by Refua, or if Refua suspends or restricts your access to the platform, you agree that, subject to applicable law, Refua shall have no further liability or obligation to you, and, except as expressly provided in these terms, Refua will not refund any amounts previously paid by you. You may terminate these terms at any time by ceasing all access to and use of the platform, and upon termination you must immediately discontinue use of the platform.

Medical disclaimers 

All information made available through the platform is provided for general informational purposes only. Such information is not intended to replace, or to be relied upon as a substitute for, your own independent judgment or the independent assessment, advice, diagnosis, or treatment of a qualified healthcare professional. Any reliance you place on information obtained through the platform is solely at your own risk.

Refua makes no representations, warranties, or guarantees regarding the accuracy, adequacy, completeness, reliability, or usefulness of any information made available through the Platform, including any User Content, and is not responsible for any errors or omissions in such information or for any outcomes resulting from your reliance on or use of such information.

Warranty disclaimers

Except as expressly set out in these Terms and to the fullest extent permitted by applicable law, the Platform, the Content, and all related features are provided by Refua on an “as is” and “as available” basis, without any representations, warranties, or conditions of any kind. Your use of the Platform and the Content is at your own risk.

Refua makes no representations, warranties, or conditions, whether express or implied, including any implied warranties or conditions of merchantability, merchantable quality, quality, accuracy, reliability, completeness, currency, timeliness, fitness for a particular purpose, or non-infringement. The Platform and the Content may contain errors, omissions, or inaccuracies, including pricing or availability errors, and Refua does not assume any responsibility for, or guarantee the correction of, any such errors, omissions, or inaccuracies. Refua does not guarantee the quality, suitability, or safety of the Platform or the Content.

Without limiting the foregoing, Refua makes no representations, warranties, or conditions, and assumes no responsibility or liability, with respect to any third-party applications, User Content, or any promotional plans, memberships, products, or services offered or made available by third parties through the Platform or through any linked or hyperlinked websites (collectively, “Third-Party Products and Services”). Refua is not a party to, and is not responsible for, any transaction or interaction between you and any third party in connection with any Third-Party Products and Services.

Limitation of liability

To the fullest extent permitted by applicable law, Refua shall not be liable, whether in contract, tort (including negligence), strict liability, breach of warranty, or under any other legal theory, for any damages of any kind arising out of or relating to your access to or use of, or inability to access or use, the Platform, the Content, or any Third-Party Products and Services. This includes, without limitation, any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of profits, loss of business, loss of use, loss of data, personal injury, or any fines, fees, penalties, or other liabilities, whether or not Refua has been advised of the possibility of such damages.

To the extent that Refua is found liable for any direct damages notwithstanding the foregoing, you agree that Refua’s total aggregate liability in connection with or arising under these Terms, your use of or inability to use the Platform or the Content, or any related claim of any kind, shall not exceed the total amount paid by you to Refua for access to or use of the Platform in the twelve (12)-month period immediately preceding the event giving rise to the claim. For greater certainty, the existence of one or more claims shall not increase this maximum liability amount.

The foregoing limitations reflect a fair allocation of risk between you and Refua and form an essential basis of the bargain between the parties. These limitations shall survive termination of these Terms and shall apply even if any limited remedy is found to have failed of its essential purpose.

Indemnification

You agree to indemnify, defend, and hold harmless Refua and its directors, officers, employees, agents, and affiliates from and against any and all losses, damages, liabilities, claims, demands, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to: (1) your breach of these terms or any policies or terms incorporated by reference; (2) any user content that you post, upload, submit, or otherwise make available through the platform; or (3) your violation of any applicable law, regulation, or the rights of any third party.

Governing law, mandatory arbitration and venue

These terms are governed by, and shall be construed in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

You irrevocably agree that the courts of the province of Ontario, Canada, shall have exclusive jurisdiction to hear and determine any dispute, claim, or proceeding arising out of or relating to these terms or your use of the platform, and you hereby attorn to the jurisdiction of such courts and agree to be bound by any judgment rendered by them.

A printed copy of these terms and any notice provided in electronic form shall be admissible in any judicial, administrative, or arbitral proceeding to the same extent and subject to the same conditions as other business records originally generated and maintained in printed form.

7) About these terms

Under applicable law, you may have certain rights that can’t be limited by a contract. These terms are in no way intended to restrict those rights.

Changes

Refua reserves the right to amend these terms from time to time. If Refua makes changes to any material terms, it will provide you with at least thirty (30) days’ prior notice. Notice of amendments will be provided in writing, including by email to the address associated with your account, and will be deemed received on the date such notice is sent.

You are not required to continue using the platform following any amendment to these terms. Your continued access to or use of the platform after the effective date of an amendment constitutes your acceptance of the amended terms.

Entire agreement

These terms, together with all policies and other agreements incorporated by reference, constitute the entire and exclusive agreement between you and Refua with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, communications, or understandings relating to the platform or the content.

Severability and waiver

If any provision of these terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect and be enforced to the fullest extent permitted by law. Any waiver of a breach of these terms must be in writing and shall not be deemed a waiver of any subsequent breach.

Assignment

Refua may assign or transfer these terms, in whole or in part, at its sole discretion and without restriction. Subject to the foregoing, these terms shall bind and enure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.