Terms and Conditions

Terms of Use – Application and Portal

1. Introduction

Smart Everyday People Inc., its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors, or third-party service providers (collectively “SEP”, “we”, “us” and “our”) which provides the Everyday Health Spending Account (the “Everyday HSA”) through its online, or mobile device application (the “HSA App”) and client portal (“Portal”).

2. Scope

These terms and conditions (the “Terms”) set forth are the terms and conditions that apply to any HSA APP User (“you”, “your” or “user”) that uses or accesses the HSA App and/or Portal. The Terms extend to any future updates or supplements to the HSA App or Portal, unless such updates or supplements come with additional terms and conditions, in which case those terms apply in addition to these Terms. If there are inconsistencies between these Terms and the terms of an applicable update or supplement, then the latter shall prevail.

Any and all information received from you and your access or use of the HSA App or Portal will be subject to SEP’s privacy policy (“Privacy Policy”), which shall form part of the Terms.

3. Definitions

Capitalized words not otherwise defined in these Terms have the following meanings:

1. “Access Information” collectively a PIN, online username, password, and any other security information used to access an Employee Account, an Employer Account or an individual HSA Card;
2. “Authorized Employee(s)” means the specified employee(s) authorized by the Employer to use the Employee Account;
3. “HSA Card” means any and each Everyday HSA prepaid card or cards issued to the Authorized Employee by the Issuer, through which the Authorized Employees use to pay for Eligible Health Services by accessing the funds in the Employee Account;
4. “HSA App User” means an Employer or an Authorized Employee using the Everyday HSA and/or HSA App;
5. “confidential information” means all information, data, or materials, Intellectual Property, whether written or oral, including, but not limited to, personal and financial information, relating to a party or its business, strategies, pricing, personnel, suppliers, technology, products or services, but excludes information that the party receiving Confidential Information (“Recipient”) can demonstrate: (a) was lawfully in its possession before receiving it from the disclosing party (“Discloser”); (b) was provided in good faith to it by a third-party without breaching any of Discloser’s rights or any rights of a third-party; (c) is or becomes generally available to the public through no fault of the Recipient; or (d) was independently developed or discovered by Recipient without use of or reference to Discloser’s Confidential Information;
6. “Eligible Health Service” means a non-taxable health product or service that Authorized Employees are permitted to expense and/or pay for in accordance the terms set by the Employer for the Employee Account;
7. “Employee Account” means any account in the name of an Authorized Employee in which funds are made available by an Employer to an Authorized Employee and where the ledger upon which an Authorized Employee’s Everyday HSA spending balance and transactions are represented.
8. “Employer Account” means any account in the name of an Employer in which Authorized Employee accounts are connected, funds are allocated to Authorized Employees and where the ledger upon which the Employer’s Everyday HSA reserved, allocated and used dollars are represented.
9. “Employer” means a registered legal entity incorporated to undertake commercial business in Canada and which employs one or more employees;
10. “Issuer” means Digital Commerce Bank;
11. “products and/or services” includes, but is not limited to, the Everyday HSA, the HSA App, the Portal, the use of the HSA Card, and all other products or services described or implied herein including those offered by Merchants and Service Providers.
12. “Unauthorized Transaction” means: (1) a transaction initiated by a person other than an Authorized Employee; (2) a transaction for which funds would be incorrectly paid into either an Employer Account or an Employee Account; (3) a transaction that exceeds the amount of available funds in an Employer Account or Employee Account; (4) a fraudulent transaction; or (5) any transaction for services that are not an Eligible Health Service.
13. “Use of the HSA App or Portal” mean the use of the HSA App or Portal to access the Everyday HSA or any other products or services.

4. Acceptance

By using or accessing the HSA App or Portal, you acknowledge and confirm that you have read, understand, and agree to be bound by these terms and SEP’s Privacy Policy, as may be amended from time to time. You understand that these terms are an agreement between you, HSA APP Users and SEP. No other person shall have any rights to enforce any of these terms. If you do not agree with the terms, you shall cease to all access and use of the HSA App and Portal.

SEP has the right to revise these Terms at any time without prior notice by posting an updated version on: www.smarteverydaypeople.com/terms-and-conditoins. Your continued use of the HSA App and/or Portal shall be deemed irrevocable acceptance of those revisions. It is your responsibility to review the Terms prior to using the HSA App and/or Portal. At any time, SEP may (i) revoke your use or right to use of the HSA App and/or Portal for any reason, (ii) modify or discontinue, temporarily or permanently, the HSA App and/or Portal (or any part thereof) with or without notice.

The HSA App and Portal provide access to various products and services, some of which are products and services of merchant (“Merchant”) and services providers (“Service Provider”) who have engaged SEP to administer their program(s) for these products and services.

In the HSA app and/or portal, you will be able to apply for, access or view products or services offered by SEP, or a merchant or a service provider. These terms apply only to the use and access to the HSA app and/or portal and do not apply to any specific product or service, unless otherwise stated. Your agreement (with SEP, a merchant or a service provider, as the case may be) and any related disclosures (as defined below) for any specific product or service shall govern that product or service. For example, while the HSA App or Portal may allow you to submit claims under an employer health spending account, the terms of this health spending account would be based on the agreement you have with your employer and/or the employer’s service provider of the plan.

5. Additional Terms Through Specific Products or Services

The HSA App and the Portal provide you access to products and services offered by SEP, Merchants and Service Providers. This access includes, but is not limited to, the Everyday HSA, applying for products and services, transacting for products and services, receipt of Disclosures related to products and services, and viewing the status of applications or balances related to products and services related to your account.

Each product and service will have unique agreements, documentation and Disclosures (“Specific Documentation”) which may be provided by SEP, or a Merchant or a Service Provider, depending on the product or service you apply or applied for. Where you have applied for a product or service, you agree to be bound by the terms and conditions of the specific documentation related to that product or service, whether such specific documentation is delivered to you through the HSA app or portal or through another means of communication. Where there is any inconsistency between these Terms and the terms of the Specific Documentation, the latter shall govern with respect to the specific product or service it relates to except for:

1. any limitations or disclaimer of liability the HSA App and/or Portal which instead shall be governed by these Terms; and
2. where the Specific Documentation relates to a Merchant or Service Provider that is not SEP.

Where the Specific Documentation relates to a Merchant or Service Provider that is not SEP, SEP disclaims all warranties, either express or implied, concerning the accuracy, reliability, timeliness, or suitability for any purpose, of the information contained in or referenced to in such Specific Documentation and expressly disclaims liability for errors or omissions in such information and material contained in the Specific Documentation. Any person accessing or using such Specific Documentation accepts and assumes all risks relating to the accuracy or reliability, or arising from the use of, the information and materials related to such Specific Documentation. For clarity, any such Specific Documentation shall be considered third-party information for which SEP provides access to but makes no representations, warranties, or endorsements for. If you have any concerns or claims with respect to the Specific Documentation related to a Merchant or Service Provider that is not SEP, you must contact the respective Merchant or Service Provider.

6. Disclaimer and Limitation of Liability 

The HSA app and portal are provided on an “as is” and “as available” basis. You expressly understand and agree that the use of the HSA app or portal is at your sole risk. To the extent permitted by law, SEP disclaims all warranties, either express or implied, concerning the accuracy, reliability, timeliness, or suitability for any purpose, of the information contained in or referenced to the HSA app or portal and expressly disclaims liability for errors or omissions in this information and material. Any person accessing or using the HSA app or portal accepts and assumes all risks relating to the accuracy or reliability, or arising from the use of, the information and materials available on the HSA app or portal. The HSA app or portal is intended to provide information and access to product or services. The respective agreement for any such product, service or access will govern the transaction related to that product, service or access between SEP and you.

Although we make reasonable efforts to update the information on the HSA App and Portal, we make no representations, warranties or guarantees, whether express or implied, concerning the accuracy, reliability, timeliness, or suitability for any purpose, of the information contained in or referenced to in the HSA App or the Portal. Further, by accessing and using the HSA App and/or Portal, you agree that SEP expressly disclaims liability for errors or omissions in this information and material. Any person accessing or using the HSA App and/or the Portal accepts and assumes all risks relating to the accuracy or reliability, or arising from the use of, the information and materials available on the HSA App and/or Portal. In particular, SEP expressly disclaims any liability for errors or omissions in information related to products or services by a Merchant or Service Provider when that information was provided by the Merchant or Service Provider, either separately or through Specific Documentation. Where a Merchant or Service Provider’s information is inaccurate, unreliable or incorrect, you must seek relief from the Merchant or Service Provider, and you expressly release SEP of any liability for same.

SEP makes no warranty of any kind, implied, expressed, or statutory including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose, and freedom from computer virus, trojan horse, bugs or malware is given in conjunction with the information and material on the HSA App and/or Portal. It is your responsibility to ensure you are always using the most current version of the HSA App and to verify any information accessible through the HSA App or the Portal, which includes Specific Documentation from a Merchant or Service Provider that is not SEP. It is your responsibility to implement any safeguards you consider prudent to protect your systems, mobile phone, tablet, computer and data from any computer virus, trojan horse, bugs, malware or other destructive code/program. SEP also assumes no responsibility or liability for the deletion or failure to store, or access, or to store or access properly, your information. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained with respect to your use of the HSA App or Portal, even if you have paid for virus protection services.

SEP does not endorse, recommend, or favor the products, supplies or services of any medical practitioner, supplier or manufacturer that may be referred to in the HSA App and/or Portal. SEP disclaims all warranties, representations, and conditions regarding the use of the HSA App and Portal or their respective contents, including all implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, whether express or implied, or arising from a course of dealing, usage, or trade practice. You understand that you are using the HSA App and/or the Portal at your own discretion and sole risk and SEP do not warrant that the provision of the HSA App and Portal complies with the laws of any country except for Canada.

SEP will not have any liability for any special, incidental, consequential, direct, or indirect losses or damages, or any other damage or loss claimed either in contract, negligence, extracontractual liability or tort including, without limitation, punitive damages arising out of the use of the HSA App or Portal and the information contained therein or arising out of the inability to use the HSA App or Portal. For further clarity, to the extent permitted by law, SEP shall not be liable to you for any loss or damages, whether foreseeable or not, arising under or in connection with:

1. Use of, or inability to use, the HSA App and/or Portal to access the Everyday HSA and any other products or services, including any failure or delay in providing any product or service to you through the HSA App and/or Portal, due to matters beyond reasonable control;
2. Rejection of your application for any product or service in the HSA App and/or Portal;
3. Any breach of contract or misrepresentation by a Merchant or Service Provider who is not SEP;
4. Any failure or fault in the product or service purchased from a Merchant or Service Provider who is not SEP;
5. Any failure to deliver or delay in delivery of the product or service by SEP, Merchant or Service Provider, as the case may be; and
6. Any breach by SEP, including failure to make payment to the Merchant or Service Provider.
7. Any virus, denial-of-service attack, or any technologically harmful material that may infect your computer, mobile phone, tablet or other system due to your use of or access to the HSA App or Portal, or due to you downloading any content from the HSA App or Portal, or use or access to any third-party sites linked in the HSA App or Portal.

7. Indemnification

You agree to indemnify, defend, and hold harmless SEP, which, as noted above, includes all their affiliated companies, employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including all legal fees and costs on a client and solicitor basis) they may suffer or incur as a result of (i) any claim  by you, (ii) any failure by you or any of your employees, agents or subcontractors to comply with the terms of these Terms or any misuse of the Everyday HSA, the HSA App or Portal; (iii) any warranty or representation made by you being false or misleading; (iv) any representation or warranty made by you or any of your employees, agents or subcontractors to any third person other than as specifically authorized by these Terms, (v) negligence of you or any of your employees, agents or subcontractors, or (vi) any alleged or actual violations by you or any of your employees, agents or subcontractors of any payment card association rules, governmental laws, regulations or rules, or rights of any third party.

This indemnification shall survive these Terms and your use of the HSA App or Portal.

8. Electronic Signature Consent

You agree to receive all Disclosures, communications, notices, agreements and other information electronically that SEP may send to you or be required to send to you under applicable law or otherwise (the “SEP Electronic Signature Consent”) pursuant to these Terms.

9. Scope of Consent

Your SEP Electronic Signature Consent applies to any transactions undertaken by you with us, including use of the HSA App and/or Portal, any communication from us to you, including but not limited to all disclosures, communication, notices, agreements and other information required to be given to you, including any information required by law to be provided either before or after a product or service is issued, or any information to be provided to you, as outlined in any agreement(s) you have entered into with SEP, and pertaining to any transaction or use of the HSA App, the Portal, or any product or services offered through the HSA App or Portal, whether now or in the future (the “Disclosures”).

Such Disclosures may be given to you on the HSA APP or Portal, in any billing statements, as an update to your account, or through adverse action notices. Your SEP Electronic Signature Consent will remain in effect from the time you initially apply for any products or services through the HSA App or the Portal until such time as your account is terminated and, once terminated, will continue until such a time as all Disclosures relevant to your account have been satisfied.

10. Means of Communication

EP may send any Disclosures or any other updates to you via email to the email address that you may have provided or via SMS text message that you may have provided. We may also post Disclosures to your account in the Portal. You agree to keep SEP updated to any change in contact information. You further agree that SEP is not responsible for your failure to receive any Disclosures or information due to your failure to notify SEP of a change to your contact information. Certain Disclosures may also be posted to SEP’s website(s) and you agree such posting shall be deemed delivered to you. Any Disclosure, updates or other information delivered to you by email or text message in accordance to this section shall be deemed delivered on the date of transmission.  By using the HSA App and/or Portal, you agree and acknowledge that you can access, receive, and retain all Disclosures electronically sent via email or to your mobile number or posted on SEP’s website(s) or on the Portal or on the HSA App. Any Disclosures, updates or information sent to you in accordance with these Terms shall be deemed delivered as of the date of transmission.

11. Legal Effect of Consent

By pressing buttons or ticking boxes titled “Apply”, “Accept and Checkout”, “Submit”, “Confirm”, “Verify”, “I Agree” or similar buttons and boxes indicating your authorization, you are providing your electronic signature with the same effect as if your signature had been provided on paper. This applies to any documentation SEP sends to you in accordance with the Terms. By using our products and services, you waive all defenses you may have that product or services, together with any related agreements, Disclosures, or information, and the Privacy Policy were supplied to you in electronic form or that your signature or agreement to same was obtained electronically.

12. HSA App and/or Portal Use and Access

SEP hereby grants you permission to use and access the HSA App and/or Portal in accordance the Terms, based on the following representations, warranties and covenants that you hereby provide:

1. You shall only use the HSA App or Portal for your personal use;
2. You are the age of majority in your province or territory of residence;
3. You are a permanent resident in Canada for all purposes, including immigration and tax purposes;
4. You have a credit profile acceptable to SEP at its sole discretion;
5. You are eligible to use the products and services available through the HSA App or Portal;
6. You shall comply with the Terms at all times;
7. You shall register for a user account using only your personal information that is accurate and true;
8. You shall provide SEP, the Merchant, and/or Service Provider with current and accurate information, including any changes to same;

With regards to the HSA App and Portal, you agree that you will not:

1. Use the HSA App and/or Portal or their content in a way that could damage them;
2. Interfere with HSA App and/or Portal security;
3. Disrupt or interfere with another person’s use of the HSA App and/or Portal;
4. Use or attempt to use another person’s Access Information, account, password, or system without prior written authorization from SEP;
5. Distribute, copy, or otherwise make available any content or other materials from the HSA App and/or Portal for commercial exploitation without the express written permission of SEP;
6. Violate, infringe or misappropriate any right, including but not limited to intellectual property rights, of any third-party;
7. Use the HSA App and/or Portal or the information on it to send any type of mass communication;
8. Use the contact information on the HSA App and/or Portal to send communications of illegal, sexual, racist, discriminatory, or otherwise inappropriate nature to any person or entity, as SEP determines in its sole discretion;
9. Use the HSA App and/or Portal or any content thereon that may be considered defamatory or otherwise malicious or harmful to any person or entity, as SEP determines in its sole discretion;
10. Use the HSA App and/or Portal or any content thereon in any manner that is unlawful in the jurisdiction that you reside and/or operate in or in the governing law jurisdiction of these Terms;
11. Attempt to gain unauthorized access to the restricted areas of the HSA App and/or Portal;
12. Manipulate identifiers to disguise the origin of any content transmitted on or through the HSA App and/or Portal or the source of any content;
13. Mislead or deceive or impersonate any person, or misrepresent your identity or affiliation with any person, including SEP or its service provider;
14. Interfere with or disrupt the HSA App and/or Portal or servers or networks connected to the HSA App and/or Portal, or disobey any requirements, procedures, policies, or regulations of our networks connected to the HSA App and/or Portal;
15. Upload, download, transmit, or otherwise make available to SEP or any other person through the HSA App and/or Portal any material that contains software viruses, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment;
16. collect or harvest any information or data from the HSA App and/or Portal, or attempt to decipher any transmissions to or from the servers running the Website.

Any of the foregoing, or any fraudulent, abusive, or otherwise illegal activity is grounds for termination of your access to and use of the HSA App and/or Portal, at SEP’s sole discretion. Such termination of access and use shall not limit SEP’s right to seek damages at law or in equity.

13. Acknowledgements

By accessing and using the HSA App and/or Portal, you acknowledge and understand that:

1. SEP provides online platform(s), such as the HSA App and Portal, which allows consumers, merchants (“Merchant”) or service provider (“Service Provider”) and SEP to connect at point of purchase and afterwards for products and services offered by SEP, a Merchant or Service Provider;
2. In order to use the HSA App or the Portal, you must register a user account;
3. If you purchase a product on the HSA App, you are purchasing the product from the Merchant or Service Provider, not SEP;
4. SEP is not providing, and does not provide, any advice or consultation on your purchase from a Merchant or Service Provider and you should instead consult the respective Merchant or Service Provider for specific questions relating to your purchase;
5. For details of any terms or conditions related to a product or service, including your right of cancellation or refund, you must refer to the relative Merchant or Service Provider.
6. For terms and conditions of your Everyday HSA, you must refer to your agreement.
7. You agree to keep SEP informed of any changes in your email address or mobile number so that you can continue to receive all Disclosures in a timely fashion. If your registered email address, registered address, or mobile number changes, you agree to notify SEP of the change immediately, as well as any respective Merchant or Service Provider.
8. If you have any questions or if you have any complaints, email us at hello@everydayhsa.ca

14. Hardware and Software Capabilities Required

In order to use the HSA App or Portal, you must have the required hardware and software capabilities:

1. A valid working email account that you keep secure;
2. A mobile device capable of receiving text messages and that you keep secure;
3. Access to a computer, operating system and telecommunication connection to the internet capable of receiving, accessing and displaying information electronically;
4. Updated internet browser such as the current and previous major releases of Chrome, Firefox, Internet Explorer, or Safari;
5. Sufficient electronic storage capacity;
6. Adobe Acrobat or equivalent software to access PDF.

15. Licensing

By installing the HSA App and any updates related to the hsa app, you agree to be bound by these Terms, including the specific terms related to this grant of license. If you do not agree to be bound by these terms, including the specific terms of this licensing section, then you must not install the hsa app or, if already installed, immediately uninstall and delete all copies of the hsa app from your mobile device, computer, tablet or any other devices or systems.

SEP hereby grants a license of the HSA App software, including any updates to same (“License”), to you for the sole purpose of using the HSA App in accordance with the Terms. The License allows you to download the software of the HSA App to your mobile device and/or tablet and allows you use and access to the HSA App for its intended purposes. The License is non-exclusive and non-transferable and may only be used by you. You are not permitted to rent, lease, sublicense, distribute, make available or grant rights to any person with relation to the License. You are not permitted to make any copy of the HSA App and you may not reproduce, or exploit, reproduce or distribute or otherwise commercialize the License for your benefit, interest or profit.

SEP shall have the right to limit or cease your access to the HSA App at its sole discretion, including if it determines, in its sole discretion, that you have contravened any portion of the Terms, including the specific terms set out in this section.

16. Application for Products and Services

To apply for any product or services through the HSA App or the Portal, you must:

1. Make your application, either alone or with the assistance of SEP, Merchant or Service Provider staff, using a platform acceptable to SEP;
2. Provide personal information for use in conducting credit checks, verifying payment arrangements, verifying identity, and performing a risk assessment (such information may include, but is not limited to, your name, date of birth, address, email address, telephone number, bank details, credit card details and employment information);
3. Provide personal information for use in conducting identity checks, including your driver’s license and/or other details;
4. Provide all other information, answer all questions, click all buttons, and tick all boxes prompted on the such platform after you have carefully read and understood the respective information;
5. Agree to only use the relative product or service for personal use; and
6. Provide accurate and up-to-date information at all times when using the HSA App and/or Portal.

17. Authorization

By applying for any product or services through the HSA App or Portal, you authorize SEP and its service providers, or the Merchant, or the Service Provider, as the case may be, to use the information you have provided to:

1. Exchange information with credit reporting agencies;
2. Conduct, or arrange for a credit agency to conduct, “soft” or “hard” credit checks/updates from time to time after you submit an application;
3. Assess your application for the product or service based on the results of the credit, identity, risk, integrity and payment assessments;
4. Conduct or arrange for third parties to perform risk assessments and identity and payment verification checks, including verifying your identify with records maintained by telecommunications service providers;
5. Issue a decision to grant or deny your application for the product or service; and
6. Provide the Merchant or Service Provider with your name, contact information and the results of the decision.

In doing so, SEP agrees to:

1. Treat your information as confidential and not disclose such information to any third parties, except to the Merchant or Service Provider, and shall protect your information in accordance with the Privacy Policy;
2. Comply with the Terms and any terms and conditions relating to the transaction and the purchase of the product or service with the Merchant or Service Provider; and
3. Comply with all terms and conditions relating to the financing of the product or service by SEP.

18. Refunds and Cancellations

The installation fee of the HSA App (if any) and the registration fee of your account (if any) is non-refundable, even if you subsequently uninstall the HSA App or if SEP terminates your access and use of the HSA App or the Portal or your account.

If you wish to request a refund or cancellation of any product or service from a Merchant or Service Provider, you must contact the relative Merchant or Service Provider directly to make this request. Should you request a refund or if your order is cancelled, you are subject to the return and refund policies of the relative Merchant or Service Provider. SEP may rely solely on the Merchant or Service Provider for the refund or cancellation and will process a refund to you if directed to do so by the Merchant or Service Provider. In issuing the refund or cancellation, SEP may refund you  accordingly but you may still owe finance charges depending on when the Merchant or Service Provider notifies us of the refund or cancellation. Any disputes as to the refund are to be resolved between you and the Merchant or Service Provider unless the adjusted amount of the Everyday HSA is the result of an error on SEP’s part.

19. Termination

You may request to terminate and close your user account at any time by contacting SEP. SEP will process your request within 30 business days, subject to any terms and conditions set out in any Specific Documentation for a product or service you have purchased or been approved for. If you owe any payments or outstanding amount, your account will not be closed by SEP until that obligation has been satisfied. You may not close your account to evade an investigation. Closing of your account does not remove you from any obligations you are liable for.

SEP may terminate or suspend your use of or access to all or any part of your account, the HSA App, the Portal, and/or any products or services through any of these if SEP determines, at its sole discretion, or suspects that:

1. You have breached these Terms or the terms and conditions of any relative Specific Documentation;
2. You have made a misrepresentation or false or misleading statement in order to be approved for a product or service or to register your user account;
3. All agreements set out in all relative Specific Documentation have been terminated by SEP, the Merchant or Service Provider;
4. The termination of your account is necessary to protect the integrity or security of the SEP’s systems;
5. You are deemed to be unable to pay your debts or as having no reasonable prospect of so doing, in the sole discretion of SEP;
6. You apply for bankruptcy or receivership;
7. You become subject of a bankruptcy petition or order; or
8. Your account has been inactive for two years or longer.

On termination of your account and any agreements you have with SEP, all rights granted to you under the Terms shall cease and you must immediately cease all activities including your use of the HSA App, Portal, products or services. Following such termination, all provisions of the Terms to the benefit of SEP shall remain in force and effect, including any disclaimers, limitation of liability and indemnification. Termination of your account and any agreements with SEP shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms, the terms of any Specific Documentation, or any agreement which existed at or before the date of termination. SEP will retain your information in accordance with its Privacy Policy and applicable law.

20. Intellectual Property Rights

All intellectual property, including content published or available on the HSA App or the Portal (such as the text, scripts, graphics, designs, photos, sounds, music, videos, interactive features, trademarks, trade names, service marks, logos), the software related to the HSA App and Portal, patents, rights to inventions, copyright and related rights, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part (“Intellectual Property”) are owned by SEP or licensed by SEP. You agree that the Intellectual Property may be provided to you in connection with your use of the  HSA App and/or Portal and you shall not reproduce, redistribute, modify, sell, license, or otherwise exploit the Intellectual Property for any other purposes whatsoever without the express written permission of SEP or its licensor. SEP reserves all rights not expressly granted in these Terms.

In particular, should you download or use any information found on the HSA App, Portal or any platform or website of SEP, you agree to not modify or use content including videos, photographs or illustrations out of context.

All communications or content including comments, ideas or feedback, submitted to SEP via the HSA App, Portal or in any manner of communication shall also be deemed to be the Intellectual Property of SEP. By submitting this type of communication or content, you agree that such submission is non-confidential for all purposes. You agree that SEP shall be free to use, reproduce, modify, publish, edit, distribute and display, for any purpose, any ideas, concepts, know-how or techniques contained in such communications or content without restriction or compensation to you. You further covenant that any communications or content submitted to SEP shall not infringe or violate any rights of any person or entity and expressly disclaim all Intellectual Property in all forms.

21. Privacy Policy

The Privacy Policy can be found here: https://smarteverydaypeople.com/privacy-policy. The Privacy Policy forms a part of these Terms and your use of or access to the HSA App and/or Portal is your express consent and approval to be bound by the Privacy Policy.

22. No Reliance on Information

Financing, financial, medical, mortgage, and other information provided on the HSA App or Portal is not intended to, nor implied to be, a substitute or validation or the services or products purchased. The content and information on the HSA App and Portal is provided for general information only, and such content and information, including photographs, videos or illustrations, are not intended to be advice on which you should rely. Additionally, any health or medical information on the HSA App or Portal is for general information purposes only and should not be relied on in making personal medical decisions. It is not intended to, nor implied to be, a substitute or validation for informed medical advice by your physician or other health care professionals. For any specific product or service, you should refer to the Specific Documentation relative to the product or service or contact your health care professional directly.

23. Third Party Providers

We may rely on third-party providers to assist us in making a service available to you. By using the HSA App or the Portal, we may link your bank account to a third-party provider and you expressly authorize us and our third-party providers to access your financial accounts on your behalf and to gather information about you. You give us and our third-party providers a limited power of attorney and appoint us to act on your behalf and access, transmit, and use your information as necessary to provide the services related to the products and services in the HSA App or Portal . You agree to the transfer, storage, and processing of your information by these third-party providers in accordance with their respective privacy policies. SEP shall have no liability to you for any damages or losses you may suffer because of any such third party provider’s actions or inactions or from inaccurate account information.

24. Third Party Sites

The HSA App or Portal may contains links to external third-party websites, entities, content, and products that are provided for your information and convenience only and do not constitute any endorsement or a recommendation by SEP. If you decide to visit any linked site, you do so at your own risk. SEP makes no representations or warranties whatsoever about any third-party websites which you may access from the HSA App or Portal. For clarity, SEP is not responsible for the content of third-party sites hyperlinked from the HSA App or Portal, nor does it guarantee the products or services offered on third party sites. By using the HSA App or Portal, you expressly discharge SEP from any and all liability arising from your use of any third-party site.

SEP is not responsible for the availability of any other site to which the HSA App or Portal may link to. We do not endorse or take responsibility for the contents, advertising, products, or other materials made available through any other site. Under no circumstances will SEP be held responsible or liable, directly, or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connections with your use of, or reliance on, any content, goods or services available on any third-party site.  Additionally, you should review the privacy policy of any websites you access before you provide personal or confidential information. You will need to make your own independent judgement regarding your interaction with any third-party sites, including the purchase and use of any products or services accessible through them.

25. Internet Transmission

SEP is committed to protecting the security of our users. Please keep in mind, however, that no data transmission over the internet or any wireless network can be guaranteed to be 100% secure and it is not confidential. Such data can be intercepted, lost or altered. Since the HSA App and the Portal both rely on internet transmissions, you expressly accept all risks related to such communications and data transmissions through the HSA App and the Portal. Furthermore, SEP does not assume any responsibility for use or disclosure of your information that are the result of unauthorized or illegal access to our systems, HSA App or Portal, or those of our service providers.

26. Data Transfer Restrictions and Automated Systems

SEP reserves the right to establish data transfer restrictions and/or limit the total amount of data transfer associated with any person who uses or accesses the HSA App and/or Portal, including you. Your use and access to the HSA App and/or Portal may be closed by SEP should the total amount of data transfer exceed an amount deemed excessive, in SEP’s sole discretion. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the HSA App and/or Portal in a manner that sends more request messages to the SEP servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, SEP grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. SEP reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information from the HSA App and/or Portal, including but not limited to the personal information of any person or persons using or accessing the HSA App and/or Portal.

27. Waiver

If SEP fails to enforce any rights against you or if SEP does not insist that you perform any of your obligations under the Terms, the terms of any Specific Documentation, or any agreement with SEP, or if there is a delay in doing so, that will not mean that SEP has waived its rights against you and will not mean that you do not have to comply with those obligations. If SEP does waive a breach or default by you in writing, that will not mean that SEP will automatically waive any later breaches or defaults by you.

28. Assignment and Other Dealings

You may not assign, transfer or deal in any other manner with any or all of your rights under these Terms without the prior written consent of SEP. SEP may at any time assign, transfer or deal in any other manner with any or all of its rights under these Terms.

29. Entire Agreement

The Terms, together with any Specific Documentation, constitute the entire agreement between you and SEP with respect to the HSA App and the Portal. These shall supersede all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. However, nothing in the Terms affects the liabilities, rights and obligations between you and a Merchant or Service Provider under the applicable terms and Specific Documentation between you and such Merchant or Service Provider. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Terms and the other provisions shall remain in full force and effect.

30. Governing Law and Jurisdiction

The provincial laws of the Province of Alberta and the federal laws of Canada that apply in Alberta shall govern the interpretation, validity, and effect of these Terms, notwithstanding any conflict of laws principles. You also irrevocably consent to submit to the exclusive jurisdiction of the courts of the Province of Alberta for any claim, proceeding or action under the Terms or by SEP.  Notwithstanding the foregoing, SEP may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that these Terms are specifically enforceable by SEP through injunctive relief and other equitable remedies without proof of monetary damages.

If you wish to make further inquiries, access the information that we have about you, or obtain further information about our privacy policies, please contact:

SMART EVERYDAY PEOPLE INC.

Blair McTrach (Privacy Officer)

450, 11150 Jasper Avenue

Edmonton, AB T5K 0C7