Document 01
Terms and Conditions of Use
1. Introduction
These Terms and Conditions of Use (these “Terms”) establish the acceptable use requirements for Preluma's website (the “Site”). References in these terms to the Site include the following website details: preluma.health and all associated web pages, mobile applications, and related infrastructure. You should read these terms and conditions carefully before using the Site. By accessing or using this Site or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you should cease using the Site immediately. If you have any questions about this website, please contact info@preluma.health.
Definitions
“Content” means any text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Site;
“Healthcare Provider” means an independent third-party healthcare professional or organization that is licensed or regulated to provide healthcare services and that may, from time to time, deliver services to you independently of us.
“We”, “Us” or “Our” means Preluma. References to us in these terms may also include our affiliates from time to time.
“You” or “Your” means the person accessing or using the Site or its Content.
Privacy Policy and Consent Form. These Terms incorporate our Privacy Policy and, where applicable, the Personal Health Information Consent Form. In the event of any inconsistency, the document that provides greater protection to personal information or personal health information shall prevail, to the extent required by applicable law.
This Site is intended for and directed to residents of Canada over the age of 16 years.
Accessibility. We seek to make this Site as accessible as possible. If you have any problems accessing this Site or the content contained on it, please contact us at info@preluma.health and we will make reasonable efforts to assist you.
2. No Medical Advice or Care Provided
We are not a Healthcare Provider and do not provide medical advice, diagnosis, or treatment.
All medical decisions, prescriptions, and treatments are the sole responsibility of the licensed Healthcare Provider to whom you are referred.
You should always seek the advice of your Healthcare Provider with any questions you may have regarding a medical condition.
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
3. Restrictions On Use
The Site is for your personal use only. As a condition of your use of the Site, you agree:
- not to use the Site for any purpose that is unlawful under applicable law, or prohibited by these terms and conditions;
- not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Site or its Content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
- not to make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Site or its Content except as permitted by us under these terms or as expressly provided under applicable law and/or under any Additional Terms;
- not to use the Site to distribute viruses or malware or other similar harmful software code;
- not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; and
- that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site and shall be solely responsible for keeping your password and other account details confidential.
We reserve the right to prevent or suspend your access to the Site if you do not comply with any part of these terms and conditions or any applicable law.
4. Ownership, Use and Intellectual Property Rights
This Site and all intellectual property rights in the Site (including without limitation any Content) are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
Nothing in these terms and conditions grants you any rights in the Site other than as necessary to enable you to access the Site. You agree not to adjust to try to circumvent or delete any intellectual property notices contained on the Site and in particular in any digital rights or other security technology embedded or contained within any Site Content.
Trademarks. “Preluma” and all associated logos and variants are our trademarks. Other trademarks and trade names may also be used on this Site. The use or misuse of any trademarks or any other Content on the Site except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark without our prior written permission.
5. Submitting Information to the Site
You are responsible for ensuring that all information you provide through the Site is accurate and complete. Before consenting to the collection, use, or disclosure of personal health information, you should review the privacy practices of any independent Healthcare Provider involved in delivering regulated healthcare services to you.
By using the Site, you acknowledge and agree that personal information, and in some circumstances limited personal health information, may be collected, used, and disclosed in accordance with our Privacy Policy and, where applicable, the Personal Health Information Consent Form.
We do not provide medical diagnosis or treatment and we are not a health information custodian within the meaning of the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”). Where we handle personal health information in connection with services delivered by an independent Healthcare Provider who is a health information custodian under PHIPA, we do so only for limited administrative, coordination, or technical support purposes, and only in accordance with that Healthcare Provider’s instructions and authorization.
We do not access, use, or disclose personal health information for our own clinical purposes or for the purpose of providing medical treatment or advice.
You represent and warrant that any content or information you submit through the Site has been lawfully provided and that you have obtained all necessary consents to permit its use in accordance with these Terms and our Privacy Policy.
Feedback and Testimonials. You may from time to time submit comments, ratings, feedback, suggestions, or testimonials through the Site (excluding any personal health information, which is governed by the Privacy Policy and, where applicable, the Personal Health Information Consent Form). You grant us a worldwide, perpetual, irrevocable, royalty‑free, and non‑exclusive license to use, reproduce, display, distribute, publish, modify, edit, and otherwise exploit such feedback or testimonials for any commercial or non‑commercial purpose, including marketing and promotional purposes, without any obligation or compensation to you. Unless you tell us otherwise in writing, we may identify you by first name and general description in connection with a testimonial.
6. Accuracy of Information and Availability of the Site
While we use reasonable efforts to include accurate and up-to-date information on the Site, we do not represent, warrant or promise (whether expressly or by implication) that any Content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on this Site is at your own risk and we may suspend or terminate operation of the Site at any time at our sole discretion. Nothing in these terms and conditions shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Site is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites, which may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose.
While we make commercially reasonable efforts to ensure that the Site is available, we do not represent, warrant or guarantee in any way the Site’s continued availability at all times or uninterrupted use by you of the Site.
7. Hyperlinks and Third Party Sites
The Site may contain hyperlinks or references to third-party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third-party websites and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not constitute an endorsement of such third party’s website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site.
8. Warranties and Limitation of Liability
We are not responsible for the actions, omissions, or advice of any third-party Healthcare Provider to whom you may be referred through the Site. Any medical care, advice, or treatment provided to you are the sole responsibility of the Healthcare Provider. We disclaim all liability for any loss or damage arising from your interactions with Healthcare Providers.
You agree that your use of the Site is on an “as available” basis. As stated above, except as otherwise expressly required by applicable law, we make no representations, warranties, conditions or other terms (whether express or implied) in relation to the provision of the Site, including without limitation as to completeness, accuracy and currency or any Content on the Site, or as to satisfactory quality or fitness for a particular purpose.
To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Site for any reason, and any representation or statement made on the Site.
We will not be liable for any loss or damage we cause which we could not reasonably anticipate when you started using the Site, for example if you lose revenue, salary, profits or reputation as a result of your use of the Site and/or the acts or omissions of any third party such as other users of the Site or any other indirect or consequential loss or damage you may incur in relation to the Site and its Content.
Under no circumstances shall our aggregate liability to you for any and all claims arising from your use of the Site (including the downloading or use of any Content) exceed, to the extent permitted by law the amounts paid by you to us in relation to your use of the Site or its Content.
Notwithstanding any other provision of these terms and conditions, we do not exclude or limit our liability for death or personal injury arising from our negligence, for any fraudulent misrepresentation made by us on the Site or for any other statutory rights which are not capable of being excluded.
Any exclusions and limitations of liability in these terms shall be subject to the Additional Terms in respect of matters covered by those Additional Terms and as otherwise required by law.
9. General
These terms are dated August 8, 2026. No changes to these terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations.
Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at info@preluma.health and all notices from us to you will be displayed on our website from to time.
We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
If any part of these terms and conditions is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these terms and conditions will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.
These terms and conditions (together with the Privacy Policy and the Consent Form) contain the entire understanding and agreement between us and you in relation to your use of the Site and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
We employ commercially reasonable security measures to protect your personal health information from unauthorized access, use, or disclosure. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.
You may not assign, sublicense or otherwise transfer any of your rights and obligations in these terms to any other person.
These terms and conditions shall be construed in accordance with and governed by the laws in effect within the Province of Ontario and the federal laws of Canada as applicable therein.
The parties acknowledge that they have required that these terms and conditions and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
Document 02
GENERAL TERMS AND CONDITIONS FOR SERVICES
General Terms and Conditions for Services ("Terms").
1. Services.
Health Coaching Services. Preluma (“we”, “us” or the “Company”) provides non‑medical health coaching, wellness, educational, and support services (collectively, the “Services”).
No Medical Advice or Treatment. The Company does not provide medical advice, diagnosis, treatment, prescriptions, or clinical care, and is not a healthcare provider. The Services are not a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of a qualified healthcare professional with any questions regarding a medical condition.
Healthcare Providers. From time to time, you may access independent, third‑party regulated healthcare professionals or organizations (each, a “Healthcare Provider”) which are provided solely by Healthcare Providers, acting in their own professional capacity, and not by the Company. Healthcare Providers are independent contractors and are not employees, partners, agents, or representatives of the Company. Each Healthcare Provider is solely responsible for: (i) their professional judgment and standards of care; (ii) compliance with applicable laws, licensing requirements, and professional obligations; and (iii) medical records, billing, and regulatory compliance (including under PHIPA, where applicable). The Company does not control or direct the clinical decisions, medical services, or professional conduct of any Healthcare Provider. You are solely responsible for obtaining services and care from Healthcare Providers, including without limiting the foregoing, treatment, diagnostics, procedures, prescriptions, medications, and healthcare devices.
No Doctor-Patient Relationship. Your use of the Services does not create a physician‑patient, therapist‑patient, or other healthcare professional‑patient relationship with the Company. This includes any review, approval, or sign‑off of clinical protocols by the Company’s Clinic Director, which is administrative and quality‑oversight in nature and does not involve the individualized diagnosis, treatment, or ongoing clinical management of any patient, and does not create a personal physician‑patient relationship between you and the Clinic Director. The Company does not have a fiduciary duty to you, has no obligation to monitor your use of the Services or the information you access through them, and does not guarantee the professional qualifications, expertise, or quality of care of any Healthcare Provider. Any information or guidance you receive through the Services does not constitute a medical opinion, advice, or diagnosis.
Medical Emergencies. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. The Services are not designed or intended for emergency medical needs, and no physician or emergency medical personnel are present during a home visit. Neither the Company nor any Healthcare Provider or Company representative is responsible for responding to a medical emergency, and you should not rely on the Services in place of emergency medical care.
2. Patient Responsibilities.
Accuracy of Health Information. You agree to provide complete, accurate, and up‑to‑date information regarding your medical history, current health status, medications, and any other information reasonably requested by the Company or a Healthcare Provider in connection with the Services. The Services, including the protocols followed by Company personnel and the clinical judgment of Healthcare Providers, rely on the accuracy and completeness of the information you provide. You acknowledge that incomplete, inaccurate, or outdated information may affect the safety, appropriateness, or effectiveness of the Services, and that neither the Company nor any Healthcare Provider is responsible for any adverse outcome resulting from your failure to disclose accurate or complete information.
Home Environment and Safety. Because the Services are delivered in your home or another location of your choosing, it is your responsibility to provide a reasonably safe space for each visit, including adequate space to safely carry out the Services, pets secured, and an area that is free of hazards. The Company representative or Healthcare Provider delivering the Services has the right, in their sole discretion, to decline to begin, to pause, or to end a session at any time if they reasonably determine that the environment is unsafe for themselves or for you. No refund, credit, or make‑up session is owed where a session is declined, paused, or ended for this reason, except as required by applicable law.
3. Assumption of Risk and Physical Activity.
Inherent Risks. The Services may involve physical activity, exercise, movement testing, and related interventions. You acknowledge that participation in physical activity carries an inherent risk of injury, including but not limited to muscle strain, joint injury, cardiovascular events, falls, and aggravation of pre‑existing conditions, and that these risks exist even where the Services are delivered by a qualified professional in accordance with applicable standards of practice.
Voluntary Participation. Your participation in the Services is voluntary. You are responsible for informing the Company representative or Healthcare Provider of any pain, discomfort, symptoms, or limitations you experience before, during, or after a session, and for following instructions given to reduce the risk of injury. You may stop any activity at any time.
Assumption of Risk. To the maximum extent permitted by applicable law, you knowingly and voluntarily assume all risks associated with your participation in the Services and release the Company from liability for injury arising from such inherent risks, except to the extent caused by the negligence or misconduct of the Company or its Healthcare Providers.
4. Fees and Payment
Program Fee. In consideration for access to the Services, you agree to pay the fee specified and agreed to by you at the time of booking, as set out in your service quote, invoice, or program confirmation (the “Program Fee”). The Program Fee provides access to the Services for the period specified in your service quote, invoice, or program confirmation (the “Program Period”).
Payment Timing. The Program Fee is payable in full in advance of the commencement of the Program Period. The Services may be suspended or denied until payment is received.
No Insurance or Public Coverage. The Program Fee is payable directly by you and is not an insured service under OHIP or any other public health insurance plan. You are solely responsible for confirming any eligibility for private insurance reimbursement, if applicable.
No Refunds; No Proration. Except as required by applicable law, the Program Fee is non‑refundable and not prorated, including where:
- you elect not to use the Services for all or part of the Program Period;
- any medical procedure relating to you is postponed, cancelled, or rescheduled;
- there are any changes in your health or medical status; or
- your access to the Services ends for any reason other than the Company’s material breach of these Terms.
Taxes. All fees are exclusive of applicable taxes, which will be added at checkout where required by law.
Cancellation, Late Arrival, and No-Show Policy. The following policy applies to each individual scheduled appointment within your Program Period:
- You may cancel or reschedule an appointment without charge by providing at least twenty‑four (24) hours’ notice in advance of the scheduled appointment time.
- If you cancel or reschedule an appointment with less than twenty‑four (24) hours’ notice, or if you fail to attend a scheduled appointment, you will be charged the full fee for that appointment.
- If the Company representative or Healthcare Provider arrives for a scheduled appointment and you are not available or ready to begin within fifteen (15) minutes of the scheduled start time, the appointment will be treated as a no‑show, you will be charged the full fee for that appointment, and the Company representative or Healthcare Provider is not obligated to wait beyond fifteen (15) minutes or to remain for the full duration of the session.
- Fees charged under this section are non‑refundable except as required by applicable law.
5. Limited Warranty and Disclaimers
Services Provided “as is”. The Services are provided on an “as is” and “as available” basis. Except as expressly set out in these Terms, the Company makes no representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise, with respect to the Services and specifically disclaims all implied warranties.
No Warranty as to Outcomes. The Company does not warrant or guarantee any particular result, outcome, health improvement, readiness for surgery, or benefit arising from your use of the Services. Your results, if any, may vary and depend on factors beyond the Company’s control.
Non-Medical Disclaimer. Without limiting the generality of the foregoing:
- the Services are not medical services;
- the Company does not provide medical advice, diagnosis, treatment, or clinical care; and
- the Company makes no warranty that the Services are appropriate for your medical condition or that they will prevent, diagnose, treat, or cure any disease or condition.
Healthcare Providers. The Company makes no representations or warranties regarding any Healthcare Provider or any medical or regulated healthcare services provided by a Healthcare Provider. Any warranties, representations, or obligations relating to medical or regulated services are the sole responsibility of the applicable Healthcare Provider under their own terms and professional obligations.
Disclaimer of Implied Warranties. To the maximum extent permitted by applicable law, the Company disclaims all implied warranties and conditions, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, completeness, non‑infringement, or those arising from a course of dealing or usage of trade.
6. Limitation of Liability.
In no event shall the Company be liable for any indirect, incidental, consequential, special, exemplary, aggravated, or punitive damages, including loss of profits, loss of opportunity, emotional distress, delay or postponement of medical procedures, or loss of anticipated health or surgical outcomes, arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages. The Company’s total aggregate liability arising out of or relating to the Services or these Terms shall not exceed the Program Fee actually paid by you for the applicable Program Period. This section shall survive the termination or expiration of these Terms.
7. Healthcare Providers and Third-Party Services
Healthcare Providers. Any medical or regulated healthcare services accessed in connection with the Services are provided solely by the applicable Healthcare Provider under that provider’s own terms, consents, and professional obligations. The Company is not responsible for such services.
Limitation of Responsibility. The Company shall have no liability for any acts or omissions of any Healthcare Provider or for any medical, diagnostic, therapeutic, or regulated healthcare services provided by a Healthcare Provider. Any claims relating to such services must be brought solely against the applicable Healthcare Provider.
Third-Party Services. The Services may rely on or incorporate third‑party services, platforms, or resources. The Company makes no representations or warranties regarding third‑party services and shall not be responsible for their availability, performance, or security.
8. Indemnification.
You shall indemnify, defend, and hold harmless the Company, its Healthcare Providers, affiliates, contractors, officers, directors, employees, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, expenses, and costs (including reasonable legal fees) arising out of or relating to: (i) your access to or use of the Services; (ii) your breach of these Terms; (iii) any inaccurate, incomplete, or misleading information you provide; (iv) your interactions with any Healthcare Provider or Company representative, including any unsafe conditions at the location where the Services are delivered; or (v) your violation of any applicable law or the rights of any third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with the Company’s defense of that claim.
9. Intellectual Property
Company Materials. All intellectual property rights in and to any content, materials, methodologies, programs, or documentation made available as part of the Services are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms grants you any ownership interest in or rights to the Services or related intellectual property, other than the limited right to access and use the Services in accordance with these Terms.
User Content and Feedback. In the course of using the Services, you may submit comments, ratings, feedback, suggestions, or testimonials to the Company (excluding any personal health information, which is governed by the Privacy Policy and, where applicable, the Personal Health Information Consent Form). You grant the Company a worldwide, perpetual, irrevocable, royalty‑free, and non‑exclusive license to use, reproduce, display, distribute, publish, modify, edit, and otherwise exploit such feedback or testimonials for any commercial or non‑commercial purpose, including marketing and promotional purposes, without any obligation or compensation to you. Unless you tell us otherwise in writing, we may identify you by first name and general description (for example, “surgical prehabilitation patient”) in connection with a testimonial.
10. Term and Termination
Term. These Terms commence upon your acceptance and continue until the earlier of (a) the end of the applicable Program Period, or (b) termination in accordance with this section.
Termination by You. You may stop using the Services at any time. Termination by you does not entitle you to any refund, credit, or proration of fees, except as required by applicable law.
Termination by the Company. The Company may terminate these Terms immediately upon written notice if you materially breach these Terms, including by misuse of the Services, violation of applicable law, or breach of the Intellectual Property section.
Suspension of Access. The Company may suspend or restrict your access to the Services, in whole or in part, without liability, if the Company reasonably determines that such suspension is necessary to:
- protect the security or integrity of the Services;
- comply with legal or regulatory obligations; or
- address actual or suspected misuse of the Services.
Effect of Termination. Upon termination or expiration of these Terms:
- your right to access or use the Services will immediately cease;
- no refunds or credits will be issued except as required by applicable law; and
- Sections that by their nature should survive (including intellectual property, indemnification, limitation of liability, and consumer rights provisions) will survive.
11. Communications.
By using the Services, you consent to receive communications from the Company electronically, including by email, text message, or through any patient portal or scheduling platform the Company uses, for purposes including appointment scheduling and reminders, account administration, security notices, and other matters relating to the Services. You may withdraw this consent at any time by contacting the Company at info@preluma.health, but doing so may limit the Company’s ability to schedule or coordinate your Services.
12. Force Majeure.
The Company shall have no liability to you for any failure or delay in performing its obligations under these Terms caused by any event or circumstance beyond its reasonable control, including without limitation acts of God, strikes, lock‑outs or other industrial disputes, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of systems or network access, pandemic or public health emergency, flood, fire, or explosion.
13. Incorporation by Reference.
These Terms incorporate by reference (i) our Privacy Policy, (ii) our Website Terms and Conditions of Use, (iii) where applicable, the Personal Health Information Consent Form (each, an “Incorporated Document”). In the event of any inconsistency or conflict:
the Personal Health Information Consent Form prevails with respect to personal health information;
the Privacy Policy prevails with respect to personal information; and
these Terms prevail with respect to the Services and your relationship with the Company.
14. Miscellaneous
Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to Services and this agreement shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding.
Entire Agreement. These Terms, together with the Privacy Policy and, where applicable, the Personal Health Information Consent Form, constitute the entire agreement between you and the Company regarding the Services and supersede all prior understandings or agreements.
Amendments. The Company may amend these Terms from time to time by providing notice to you by email at the email address associated with your account. Any such amendment will be effective as of the date specified in the notice. Your continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms.
Assignment. You may not assign or transfer these Terms without the prior written consent of the Company. The Company may assign these Terms without restriction.
Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.
No Waiver. The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by the Company shall be effective unless set forth and signed by the Company in writing.
15. Acceptance of these Terms.
By selecting “I agree,” or by accessing or using the Services, you confirm that you have read, understand, and agree to be bound by these Terms, the Privacy Policy, our Website Terms and Conditions, and, where applicable, the Personal Health Information Consent Form. You acknowledge that this electronic acceptance constitutes your legal agreement, is binding, and has the same force and effect as a handwritten signature.
