PLATFORM LICENSE AGREEMENT AND END USER LICENSE AGREEMENT

Last Modified Date: _____January 28, 2022_____________

The following summary (“Summary of Terms”) is subject to the terms and conditions set out in the schedules to this agreement (and together, this Summary of Terms and all schedules are the “Agreement”).

If any User does not agree to this Agreement, such User shall agree to not use the Platform (defined below in Schedule A), and, if the User is a Health Care Provider, such a User shall not provide any Services, and in doing so shall not be granted a license to the Platform. See “Acceptance of the Agreement in order to use the site”, below.

  1. This Agreement is between:
  1. EMRO Doctors Inc., a corporation incorporated under the provincial laws of Ontario, with its registered address at 569 Mohawk Road, Ancaster, Ontario, Canada, L9G 2X1 (the “Corporation”); and
  2. The health care provider who has registered for the use of the Platform for the provision of healthcare services to a Patient and has signed a Health Care Provider Terms of Service with the Corporation (the “Health Care Provider”); and
  3. “Client” who has registered a Patient or Health Care Provider for the use of the Platform, and/or the provision of Services (as defined below), if applicable; and
  4. “Support Person”, an individual who is acting as a support person for a registered Patient, and is subject to limited access to the Platform; and
  5. The “Patient” (together with the Client, Support Person, and the Health Care Provider, a “User”) who has registered for the use of the Platform, and together with the Corporation, each a “Party”, and collectively the “Parties”).
  1. ACCEPTANCE OF THE AGREEMENT IN ORDER TO USE THE SITE.
  • User agrees to be bound by the Agreement. It is important that each User reads this Agreement carefully. By registering for, logging in and/or otherwise accessing or using the Platform (as defined in Schedule “A”), which each User agrees to be good and valuable consideration, such User hereby represents, warrants and signifies that such User: (a) is at least 18 years of age; (b) has read, understood and agrees to be bound by this Agreement as it may be amended from time to time; and (c) has read and understood the Corporation’s Privacy Policy, which can be accessed at https://emrodoctors.com/PrivacyPolicy, the “Privacy Policy“), the terms of which are incorporated herein by reference, and agrees to abide by the Privacy Policy.
  • Third Party Distribution Agreement. Each User agrees to abide by all the terms in the Google Play Store and the Apple App Store (each a “Distribution Platform“) end user licensing agreement, or any other applicable Distribution Platform agreement, so long as such agreement does not conflict with the terms herein.
  1. Each User acknowledges and agrees that they have read and agree to be bound by all of the terms in Schedule “E” (Conditions and Disclaimers for Receiving Health Care Services).
  1. SUMMARY OF LICENSE TERMS.
  • License to Use Platform. During the Term (as defined below), the Corporation grants to the User a non-exclusive, non-transferable, non-sublicensable, revocable license to the Platform, the features of which are described in Schedule “B” to this Agreement.
  • The Corporation may revoke the License. The license can be revoked for breach of the Agreement and/or for any of the Prohibited Uses as defined below in Schedule “C” to this Agreement, examples of which are submission to the Corporation or any other Users of objectionable content, and/or acts of abuse to the Corporation or to any other Users, and/or of any Prohibited Use of the Platform, among others).
  • Complete license terms are contained in Schedule “A” to this Agreement.
  1. FEES AND TIMELINE.

Fees and Expenses. The Patient will receive the Platform as specified in Schedule “B”, free of charge with payment to be made by the Client. Improvements to the Platform, or other products or services, may be provided for a fee which will be provided to the Client in writing, and which may be amended from time to time.

  1. Term; Renewal. This Agreement shall apply for a particular term depending on the category of User (the “Term”):
  • for a Patient, the Agreement shall apply from the time that such Patient first accesses, uses, or registers to use the Platform and, subject to the clauses that survive this agreement, until terminated in accordance with the provisions herein.
  • for a Health Care Provider, for the Agreement Term (as defined in the Health Care Provider Terms of Service);
  • for a Client, the Agreement shall apply for the Enterprise Term (as defined in the Enterprise Terms of Service); and
  • for a Support Person, the Agreement shall apply from the time such Support Person first accesses, uses, or registers to use the Platform and subject to the clauses that survive this Agreement, until terminated in accordance with the provisions herein.
  1. DATA USAGE.

The User acknowledges that, to aid in supporting the Corporation’s business goals and in improving the User’s experience, the Corporation processes User Data through third party storage, hosting and data processing services that are comparable to the processing services provided by similar companies to the User. A complete list of third-party data processing providers can be found within the Privacy Policy to this Agreement, which can be accessed at [https://emrodoctors.com/PrivacyPolicy].

  1. For support inquiries, or to report objectionable content, please contact the Corporation at: info (at) emrodoctors (dot).com

Schedule “A”

Terms and Conditions to the Platform Licence Agreement

 

  1. PARTIES ACCESSING THE PLATFORM AGREE TO BE BOUND BY OUR TERMS.

This Agreement will govern the User’s access of the Platform and Services provided, including but not limited to the EMRO.Cloud virtual cancer care platform, whether accessed: (a) on a computer connected to the internet at https://emrodoctors.com and https://emro.cloud/#/signin  (the “Website”); (b) on the Corporation social media properties including Facebook, Linkedin, Instagram, Youtube and any other social platforms that the Corporation may use from time to time (collectively, the “Social Media Properties”); and/or (c) by downloaded on a mobile hardware device (individually and collectively, (a), (b), and (c) are the “Platform”), as owned and operated by the Corporation.

It is important that the User reads this Agreement carefully. If the User does not agree to this Agreement, please do not use the Platform. By accessing or using the Platform, the User represents, warrants and signifies that:

  • it has read, understood and agrees to be bound by this Agreement as it may be amended from time to time;
  • it has the capacity to be bound by the Agreement, and/or if such User is acting on behalf of a client, that such User has the authority to bind such Corporation or entity (and in which case Client will refer to the Corporation or entity);
  • to use the Platform, the User must register using the Corporation’s registration page located within the app or on the Corporation’s website.The User understands and agrees that a representative of the Client’s organization may register the User for an account. As part of registration for the use of the Platform, the User will need to provide personal information, which includes information required for the Corporation to process claims with the applicable health insurer. Such information shall be handled in accordance with the Corporation’s privacy policy (accessible here https://emrodoctors.com/PrivacyPolicy. In addition, each User must not breach any Code of Conduct, as defined in Schedule “D” (Code of Conduct);
  • in the event that the User is a Support Person, the User understands that they will have limited access to the Platform, subject to the Corporation’s discretion and which may be terminated by the Corporation immediately by written notice to the Support Person; and
  • The User has read and understand our Privacy Policy at https://emrodoctors.com/PrivacyPolicy, the terms of which are incorporated herein by reference (the “Privacy Policy“), and agree to abide by the Privacy Policy.

 

Situations preventing a User from using the Platform or Services. No User may use the Platform or accept this Agreement if such User is not of a legal age to form a binding contract with the Corporation.

  1. SCOPE OF SERVICES TO BE PROVIDED.
  • Services; Personal Health Information. The Platform enables registered Users to access telehealth services provided by Health Care Providers registered to practice in their country of origin and certain other health-related services. Telehealth is healthcare delivered through interactive text, audio and/or video technology, where the Patient and the Health Care Provider are not in the same physical location (telehealth services provided through the Platform are referred to in this Agreement collectively as the “Services”). The Platform also enables Patients to store certain personal and personal health information including but not limited to, Patient data, health records, notes taken during consults and case reviews, e-mail communications and/or any interaction over video conferencing software (collectively “Personal Health Information”), share their Personal Health Information with the Health Care Providers, and other documents related to such Services. In addition, the Corporation may provide optional services at a User’s direction. Those services include the Corporation securely faxing a summary of the User’s consultations with Health Care Providers to a third-party healthcare provider of the User’s choice. The Corporation may make additional optional services available to Users from time to time.
  • Pre-Conditions to Receiving Services from a Health Care Provider. As a pre-condition to receiving any Services, the User must not acknowledge and agree to all of the Service Conditions and Disclaimers (as stated in Schedule “E” (Conditions and Disclaimers for Receiving Health Care Services).
  1.  
  • Service Offering/Platform Changes. Pursuant to the amendment restrictions set out in Applicable Law (defined below), the Corporation may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Platform which include but are not limited to the:
  1. scope of the features;
  1. timing of the features;
  • software/hardware required for access to the Platform; and
  1. geographic locations or jurisdictions in which certain features may be available.
  • Non-Material vs Material Amendments. The Corporation may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term or prior to a Renewal Term, the Corporation will provide the User with thirty (30) days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the e-mail address supplied to the Corporation by the User, setting out:
  1. the new or amended agreement terms;
  1. how such terms read formerly;
  • the date of the coming into force of the amendment;
  1. the means in which to respond to the notice of amendment and the effects of not responding;
  1. the option to either terminate the agreement or retain the existing agreement unchanged; and
  1. the language of this provision with reference to the applicable consumer protection legislation rules for amending this Agreement and making any additional requirements for amendments as prescribed by law (if any).
  • Deemed Acceptance of Amendment. It is the Client’s responsibility to send such notices of material changes to all Users associated with the Client’s account. The Corporation highly recommends that each User read any amendments carefully. Unless explicit consent is required by the law, the Corporation has the right to assume that each User accessing the Platform has accepted the change to this Agreement, unless such User notifies the Corporation to the contrary, no later than thirty (30) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such User desires to cancel the contract or deregister or unsubscribe from access to the Platform.
  • User Responsibility to see Amendments. The Corporation will post the most current terms to this Agreement conspicuously within the Platform and the User’s use of the Platform will be subject to the most current terms as posted on the Platform at such time. It is the User’s responsibility to visit this page to find any updates that may have been made to the Agreement. Each User hereby agrees that the Corporation shall not be liable to such User for any amendments to the Agreement.
  1. PAYMENT TERMS.
  • Payment Provider. All payments shall be made and managed through a third-party payment service provider or Distribution Platform utilized by the Corporation. The Corporation will notify the User of any price changes in accordance with the Amendment provision set out above (“Payment Method“).
  • Payment Due Date. Payment from a User for Services rendered will be due upon registration or delivery of an electronic invoice from the Corporation to the User, as applicable, and such payment shall be processed through a third-party payment service provider subject to the terms herein.
  • Interest on Unpaid Accounts. If there are any paid components of the Platform, any amounts payable by the User hereunder which remain unpaid thirty (30) days after an invoice is delivered shall bear interest at the rate of two (2%) percent per month (up to a maximum of twenty-four (24%) percent per annum, or the maximum amount allowable by law, whichever is lower, such interest to be calculated on a daily basis from the date that the payment first becomes overdue until the date payment is made in full.
  • Paying through Insurance. It is solely the User’s responsibility to ensure and determine the eligibility of any amounts payable with their insurance company. Certain insurance companies offer direct billing. The User may submit insurance claims directly to their insurance or provide the Corporation with direct billing information for their insurance company if the Corporation offers direct billing. Despite the foregoing, some Patients may need to submit their own insurance claim to their insurance company after the consultation is complete.
  • User Responsibility to keep up-to-date Payment Information. It is the User’s responsibility to ensure that such direct billing information is accurate and up to date. In the event that the User’s debit or credit card information cannot be processed on the date of payment due, the Corporation may at the Corporation’s discretion, periodically attempt to process payment.
  • All payment is exclusive of any taxes or duties imposed by applicable tax laws in each of the User’s tax jurisdictions, and the Corporation will not be responsible for any taxes or duties owed by the User.
  1. SUSPENSION AND TERMINATION.
  • User Termination. The User may terminate their relationship with the Corporation by providing the Corporation with one month of prior written notice via email at info@emrodoctors.com]. The Client acknowledges that more than one User may be registered on behalf of the Client who are not responsible for payment, and therefore that Services provided and the applicable fees shall continue until the Client has notified the Corporation, by one month of prior written notice, of the Client’s desire to unsubscribe from the Platform, to close all User accounts associated with the Client, and to cease the Client and User’s use of the Platform.
  • Suspension of Access. The Corporation may suspend provision of the Platform in the event that a User fails to make any payment when due hereunder, the Client ceases to carry on its business in the normal course, or if an event of Prohibited Use (as described in Schedule “C” to this Agreement) occurs, a User breaches any Code of Conduct (as described in Schedule “D” to this Agreement), or if a User is in material breach of the Agreement. Suspension shall have no effect on the payment obligations of the User during the Agreement Term or Renewal Term. A suspension event shall be included in the definition of User material breach. The User agrees to pay the Corporation’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing the Corporation’s right to payment.
  • Corporations Termination for Convenience. At the Corporation’s discretion, the Corporation may terminate this Agreement immediately at any time and for any reason including, but not limited to:
  1. a User’s material breach of this Agreement, including failure to make payments when due;
  1. in the event that amounts payable by the User remain unpaid thirty (30) days after an invoice is delivered, the Corporation may terminate the User’s subscription to the Platform;
  • if the User has not adhered to any or all the provisions of the Agreement (such as a failure to pay fees when due) or if it appears that the User does not intend to or is unable to comply with the Agreement, such determination to be made solely at the Corporation’s discretion;
  1. for prolonged inactivity of any unpaid accounts if User has not logged into its account for a period greater than 60 days;
  1. if the Corporation is required to terminate the relationship by law;
  1. if the Corporation receives any notice of or discovers any event of Prohibited Use;
  • if provision of the Platform is no longer commercially viable for the Corporation; and/or
  • if the Corporation has changed the Corporation’s Agreement or Privacy Policy (Found at https://emrodoctors.com/PrivacyPolicy) and has not received the User’s required consent, pursuant to the amendment provision in this Agreement.
  • Effect of Termination. Subject to the Corporation’s obligation to provide you with any Personal Health Information pursuant to Applicable Law, upon termination of this Agreement with the User, the Corporation immediately revokes the User’s license, to use the Platform and may block all access to the User’s account, and may delete or choose to retain all data and information associated with the User’s account after such termination in accordance with Applicable Law.
  1. The User’s privacy is very important to us. Please review the Corporation’s Privacy Policy at https://emrodoctors.com/PrivacyPolicy. The Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of the User’s personal information, including Personal Health Information, collected for the purposes of the features offered through the Platform.
  1. THIRD PARTY LINKS.

The Platform may link to third-party websites and/or resources. Such links are provided as a convenience to the User only and do not imply an endorsement, warranty or guarantee by the Corporation of any such linked website or the Corporation it purports to represent. The Corporation does not assume any responsibility or liability for the availability or accuracy of such links, and/or the content Platforms or services provided at the destinations of such links. The User is solely responsible for use of any such websites or resources and compliance with their policies. Should the User elect to enter into a binding contract with any such third party website and/or resource, the User agrees to hold the Corporation harmless and hereby release the Corporation from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the User’s actions or the actions of any Client, Patient or Health Care Provider associated with the User and/or User’s account, offering to accept or having accepted any Platforms or services that are available from those sites.

  1. INTELLECTUAL PROPERTY AND RIGHTS.
  • Rights to content provided by us. The User acknowledges and understands that the Corporation owns all right, title and interest in and to: (a) the Platform and all improvements, enhancements or modifications thereto; (b) the Platform and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Platform (all such information, individually and collectively, being the “Platform Content”), which the User may have access to when using the Platform, but excluding Personal Health Information provided by a User.
  • Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Corporation shall be free to use any ideas, concepts or know-how developed or acquired by the Corporation during the provision of the Platform under this Agreement to the extent obtained and retained by the Corporation’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude the Corporation from enhancing the Platform based on the accumulation of Know-How.
  • Feedback. The User is not required to provide the Corporation with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the User does provide the Corporation with Feedback, the Corporation may use such feedback to improve the Platform or for any other purpose. Furthermore, the Corporation shall own such Feedback and the Corporation and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Corporation.
  • Limited License. The Corporation hereby grants the User a non-exclusive, non-transferable, revocable, limited license to use the Platform in accordance with this Agreement and the License Restrictions set out in the Summary of Terms. This limited license is subject to full payment of the Fees when due, if applicable. This license may be revoked by the Corporation upon breach of this Agreement by the User and shall automatically be revoked upon termination or expiration of this Agreement.
  • Brand Rights. The Corporation may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Platform (each such feature being a “Brand Right” and collectively being the “Brand Rights”). The Corporation does not grant the User any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the User and the Corporation.
  1. LIMITATION OF LIABILITY.

Each User individually and collectively hereby agree to release, remise and forever discharge the Corporation and the Corporation’s directors, employees, officers, and the Corporation’s affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities (collectively, the “Protected Parties”) from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, any use of the Platform whatsoever. THE USER ACKNOWLEDGES AND AGREES THAT: (A) THE PLATFORM IS TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE USER USES THE PLATFORM AT THE USER’S OWN RISK; (B) THE CORPORATION IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE PLATFORM; AND (C) THE USER HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE USER HAS SPECIFICALLY RELEASED THE CORPORATION FROM ANY AND ALL LIABILITY FOR (AMONG OTHERS):

  • For non-Platform failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third-party applications used by the User in connection with the Platform;
  • For communication failures or Platform downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Platform Content, User Data, use of Platform and/or any communications between the Users and the Platform;
  • For loss of access as a result of failure to receive payment: account suspension or termination as a result of the User’s insufficient funds to make payment or payment processing issues that are beyond the Corporation’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the User’s payment card brand or acquirer bank, or any other interface from an outside force);
  • For content inaccuracy: any inaccuracy in content and/or recommendations by the Corporation in the Corporation content and/or the User Data, and the User is responsible for ensuring that that the information entered into the Corporation’s system by such user, which includes, but is not limited to a User’s Personal Health Information (collectively the “User Data”) is accurate, reliable and complete, and agrees that the provision or storage of User Data through the Platform does not constitute the Corporation’s endorsement or warranty as to the accuracy of such content;
  • For compliance with law: the compliance of such User Data with applicable legislation including privacy legislation, and User agrees that the provision or storage of User Data through the Platform does not constitute the Corporation’s endorsement or warranty as to compliance with laws;
  • For online discussions: responsibility or liability for any user-generated commentary including but not limited to user posts, interactions between users, interaction between users and Corporation employees, ratings or reviews of the User and/or an employee of a User posted to the Platform, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee, and ratings and reviews posted to the Platform DO NOT reflect the Corporation’s views;
  • For Health Care Provider engagements: The Health Care Provider is solely responsible for the information provided to or from a Patient. The Corporation does not support, endorse or certify whatsoever any information provided during any Health Care Provider-User engagement. The Corporation shall not be liable whatsoever for any damages that may arise resulting from any and all Health Care Provider-User engagements.
  • For monitoring: liability for monitoring the Platform or for unauthorized or unlawful content on the Platform or use of the Platform by any of the Platform’s Users;
  • For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Platform.
  • For processing of content: liability for any damages that may arise by the User’s use and/or direct or third-party processing of User Data, and User further agrees and acknowledges that the Corporation is not liable for any damages that may arise if User Data is misdirected in error, subject to, subject to the Corporation’s legal requirements relating to the protection of personal information under Applicable Law;
  • For communications directly or through the Corporation’s Platform: liability for any damages that may arise for communications received to the User through the User’s access to the Platform and/or for the posting of information on the Platform, Website, blog, account or any affiliated social media, including but not limited to, User Data, pictures, written reviews, personal information, psychometric scales and/or comments made from the User’s personal point of view;
  • For unauthorized activities: unauthorized activities directed towards the Platform or its Users including identity theft, fraud or unauthorized access; viruses, denial of service attacks, and any items that are included in the definition of Prohibited Use as set out as Schedule “C” to this Agreement;
  • For force majeure: any force majeure event as described in this Agreement and/or any matter beyond the Corporation’s reasonable control;
  • For health content: any services provided by any Health Care Provider or merchant who has provided any content for the Corporation Platform or in any Corporation Social Media Properties;

 

  • For actions of health professionals: the activities or actions, legal or otherwise, of any Health Care Provider, or merchant who has provided any content or advertising for the Corporation Platform or in any Corporation Social Media Properties;

 

  • For complaints of health professionals: all complaints/disputes relating to the quality of Health Care Providers or any other merchant’s Platforms/services;

 

  • For claims or disputes made by health professionals: inquiries/claims/disputes regarding payment processing, payments or refunds made via Health Care Providers or merchant accounts through the Corporation Platform; and/or

 

  • For reliance on content: The User’s reliance on any content contained in the Corporation Platform or in any Corporation Social Media Properties.

In the event there is a finding of liability pursuant to the dispute resolution provisions of this Agreement that is contrary to the foregoing:

  • For a User that is a Patient or Support Person, such User agrees that for all such Claims, such User’s sole remedy shall be through their respective Client. The User further agrees that the Corporation’s damages shall be limited in the aggregate for all Claims to the amount of CAD $50.00;
  • For a User that is a Health Care Provider, the User agrees that such damages shall be limited in the aggregate for all Claims as detailed in the Health Care Provider Terms of Service between the Health Care Provider and the Corporation (“Health Care Provider Terms of Service”); and
  • For a Client, the Client agrees that such damages shall be limited in the aggregate for all Claims related to all of the Patients, Support Persons or Health Care Providers registered on behalf of a Client and the Client itself (individually and collectively, the “Claimants”) to the fees or charges which the Claimants have paid for the Platform, if any, in the previous invoice for the services giving rise to the claim, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.

Except where required by applicable law, a User shall have no other recourse except for the foregoing remedies, nor may judgement be issued or other process levied against any other assets or rights of the Corporation due to any Claims.

 

  1.  
  • To the extent permitted by applicable laws, each User will defend, indemnify and hold harmless the Protected Parties, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the User’s breach of this Agreement; the User’s access to and/or use of the Platform; and any loss of, or damage to, any property, or injury to, or death of, any person (including the User) caused by the User’s access to and/or use of the Platform; and (b) specifically, for the User’s breach of the intellectual property rights of any third party to this Agreement; and/or (c) for any Prohibited Use.
  • Responsibility for all uses of the User’s Account. The User agrees that the User will be solely responsible for all activities that occur under the User’s account, whether the User is aware of them or not. The User agrees to hold each of the Protected Parties harmless and release each of the Protected Parties from any loss or liability whatsoever that the User may incur as a result of someone other than the User using the User’s password or account, either with or without the User’s knowledge. The User agrees to indemnify the Corporation for any damages, third party claims or liabilities whatsoever that the Corporation may incur as a result of activities that occur on or through the User’s account, whether or not the User were directly or personally responsible.
  1.  
  • GOVERNING LAW AND FORUM OF DISPUTES. The User agree that the laws of the province of Ontario and the federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this Agreement and any dispute of any sort that may arise between the User and the Corporation. With respect to any disputes or claims, the User agrees not to commence or prosecute any action in connection therewith other than in the province of Ontario, and the User hereby consents to and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The User agrees to pay reasonable attorneys’ fees and court costs incurred by the Corporation to collect any unpaid amounts owed by the User.
  • Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party’s obligations hereunder.
  • FORCE MAJEURE. The User agrees that the Corporation are not liable for a delay or failure in performance of the Platform or the provisions of this Agreement caused by reason of any occurrence of unforeseen events beyond the Corporation’s reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
  • If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
  • The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.
  • ASSIGNMENT OF AGREEMENT. The Users may not, without the Corporation’s prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Corporation may assign this Agreement to a third party at any time in the Corporation’s sole discretion. The Agreement will be binding upon and will enure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
  • The User agrees that if the Corporation does not exercise or enforce any legal right or remedy which is contained in this Agreement or which the Corporation has the benefit of under any Applicable Law, this will not be taken to be a formal waiver of the Corporation’s rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Corporation.
  • SURVIVAL OF AGREEMENT. All covenants, agreements, representations and warranties made in this Agreement shall survive the User’s acceptance of this Agreement and the termination of this Agreement.
  • ENTIRE AGREEMENT. This Agreement and its schedules will constitute the entire agreement between the Corporation and each User with respect to the subject matter hereof, and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between this Agreement and the Privacy Policy (Found at: https://emrodoctors.com/PrivacyPolicy), the terms and conditions found herein shall prevail.
  • By providing the Corporation with the User’s email address, whether provided directly by the User or by the Client on behalf of the User, the User agrees to receive all required notices electronically, to that e-mail address or by mobile notifications via the Platform. It is the User’s responsibility to update or change that address, as appropriate.

If the User has any questions or comments regarding this Agreement, please contact the Corporation’s head office by email at info@emrodoctors.com.

Schedule “B”

Platform Scope and Features

The Platform, is limited to the following features and License Restrictions contained in the version available during the Initial Term and subsequent Renewal Terms, and includes (the “Introductory Platform Features”):

 

  • Safe environment to store and share Patient information between Patients and Health Care Providers;
  • Obtain cancer diagnosis opinions from Health Care Providers, including, medical oncologists, radiation oncologists, pathologist and surgical specialists;
  • Curated resources on target drugs, ongoing clinical trials and FDA approved drugs (based on the region that the User is in);
  • Customized and personalized treatment strategies provided by the Health Care Providers;
  • Partnering diagnostic facilities for any further diagnostics that are required for making an educated and accurate conclusion for the cancer diagnosis;
  • Medical legal opinions from both the patient and insurance perspective;
  • Patient scheduling;
  • Automated data intake/capture;
  • Video/phone solutions;
  • Chat with healthcare professionals;
  • Clinical workflow tools;
  • The ability to submit feedback to improve Platform’s offerings;
  • Invitation for a Support Person to join the circle of care;
  • Generation and sharing of medical reports; and
  • Communication tools, for example text, email and note taking options.

The Corporation may add to, discontinue, or revise the Introductory Platform Features or any aspect, mode, design, or service provided under this Agreement. Any new products or features added to the Introductory Platform Features shall be governed by this Agreement unless otherwise specified by the Corporation, and may be subject to additional fees.

 

Schedule “C”

Prohibited Uses

The Users may use the Platform only for lawful purposes, and may not use the Platform in any manner that:

  • breaches any applicable local, national or international law or regulation;
  • may in any way be considered harassment to another person or entity;
  • may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • may in any way damage, disable, overburden, and/or impair the Platform server, or any network connected to the Platform server, and/or interfere with any other party’s use or enjoyment of the Platform;
  • is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
  • harms or attempts to harm minors in any way;
  • will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Platform customers, employees, contractors, subcontractors, members, or officers;
  • will cause sensitive personal information records of any individual (including, but not limited to, credit card information, Personal Health Information, military information, and passport information) to be attained or used illegally or in an unauthorized manner;
  • will decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Platform;
  • will modify, rent, lease, loan, sell, distribute or create any derivative Platforms or services (or parts of the Platforms or services) based on the Platform Content that the User does not own or to which the User has rights, or to create derivative works based on the Platform;
  • will infringe upon the Corporation’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Platform in any form (including by e-mail or other electronic means), without the Corporation’s prior written consent;
  • is for the benefit of or permit a third party, who is not a registered User, to use the Platform;
  • will attempt to gain unauthorized access to, or disrupt the integrity or performance of the Platform or the data contained therein;
  • will use the Platform to upload, post, link to, email, transmit, or otherwise make available 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 any telecommunications equipment;
  • will the post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information;
  • will disrupt the functioning of the Platform, in any manner; and/or
  • in the event that the Platform is being used on a mobile device, shall not be used in a way that distracts the User and/or prevents the User from obeying traffic or safety laws,

and any of the foregoing (“Prohibited Uses”) may, once investigated, result in immediate account termination for a User account and agreement and/or termination of an agreement with the Client who has registered the account for such User.

 

SCHEDULE “D” CODE OF CONDUCT

  • Registration Information. The User agrees and understands that the User is responsible for maintaining the confidentiality of the User’s password, which, together with the User’s name and email address (“User ID”), allows the User to access the Platform. The User ID and password, together with any other contact information the User provides the Corporation at the time of signing up for the Platform comprise the User’s “Registration Information.” The User agrees that all Registration Information provided to the Corporation will be accurate and up-to-date. The User agrees to keep the User’s password secure. The Corporation will not be liable if the Corporation is unable to retrieve or reset a lost password. If the User becomes aware of any unauthorized use of the User’s password or account, the User agrees to notify the Corporation via email at info@emrodoctors.com as soon as possible.
  • Permitted Uses. The User agrees to use the Platform only for purposes that are permitted, both by the Agreement and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The User agrees to adhere to any applicable privacy of personal information laws and regulations.
  • Accounts of a Competitor. The User may not open an account if the User is a competitor of the Corporation, as determined in the Corporation’s discretion. The Corporation reserves the right to terminate without notice any accounts it determines, in its sole discretion, to be associated with a competitor and may take legal action against the competitor Corporation.

 

  • Unauthorized Access. The User agrees to only access (or try to access) and use the Platform through interfaces provided by the Corporation. The User shall not access (or try to access) and use the Platform through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The User agrees not to use or attempt to use another User’s account. The User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the any User, any User’s personal information, or the User’s affiliations with any person or entity.
  • Moderation of content created by the User. The User understands and agrees that although the Corporation is not required to moderate the User’s use of the Platform, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.
  • Objectionable content created by others. The User understands that when using the Platform, they may come across material that the User finds objectionable, offensive or indecent and agree that the User is using the Platform at the User’s own risk. The User may alert the Corporation by using the support contact information contained herein.
  • The User shall not use the Platform to stalk, harass, threaten, intimidate, harm, cause a nuisance to, abuse (including verbal, physical, written, threats of abuse), annoy, or inconvenience any other User of the Platform. Any breach of this provision shall be considered a material breach of this Agreement on the part of such breaching User.

 

  • User Responsibility. User agrees that the User is solely responsible for any breach of the User’s obligations under the Agreement and for the consequences of any such breach. The Corporation has no responsibility to the User or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).
  • Technical Requirements. Use of the Platform requires internet access through the User’s device. User may be required to have the most up-to-date iOS operating system to use the Platform, and some features of the Platform may not be accessible with such technologies disabled.
  • User Responsibility for Equipment. The User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Platform.

Any breach of the foregoing (collectively, “Code of Conduct”) by any User may, once investigated, result in immediate account termination for a User account and agreement and/or termination of an agreement with the Client who has registered the account for such User.

 

SCHEDULE “E”: CONDITIONS AND DISCLAIMERS FOR RECEIVING HEALTH CARE SERVICES

As a term and condition of receiving Services, THE USER ACKNOWLEDGES AND AGREES TO THE FOLLOWING:

  • Health Care Providers are Independent Contractors. Health Care Providers are independent contractors who have chosen to use the Platform to provide Services. Health Care Providers are not employees or otherwise acting on behalf of the Corporation in providing the Services. The relationship between the Patient and a Health Care Provider providing the Patient Services is a health professional-patient relationship to which the Corporation is not a party;
  • CORPORATION IS SOLELY THE FACILITATOR BETWEEN A HEALTH CARE PROVIDER AND THE PATIENT. THE CORPORATION IS NOT PROVIDING ANY MEDICAL ADVICE OF ANY KIND. THE USER’S USE OF THE PLATFORM IS AT THE USER’S OWN RISK. THE CORPORATION’S ROLE IS LIMITED TO MAKING AVAILABLE THE PLATFORM AND THE CORPORATION IS NOT A HEALTH CARE PROVIDER AND ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE.  THE CORPORATION IS NOT A PARTY TO ANY PHYSICIAN-PATIENT RELATIONSHIP THAT MAY BE ESTABLISHED THROUGH THE PLATFORM.  THE CORPORATION IS NOT LIABLE FOR ANY MEDICAL SERVICES PROVIDED TO YOU, WHICH ARE PROVIDED BY THE HEALTH CARE PROVIDER.  NONE OF THE CONTENT ON THE PLATFORM IS MEDICAL ADVICE OR AN ENDORSEMENT, REPRESENTATION OR WARRANTY REGARDING THE SAFETY, APPROPRIATENESS OR EFFECTIVENESS OF ANY PARTICULAR TREATMENT, MEDICATION OR SERVICE FOR ANY USER;

 

  • HEALTH CARE PROVIDERS ARE RESPONSIBLE FOR THE SERVICES. HEALTH CARE PROVIDERS ARE SOLELY RESPONSIBLE FOR THE SERVICES THAT THEY PROVIDE TO THE PATIENT, INCLUDING COMPLIANCE WITH STANDARDS OF CARE, RECORD-KEEPING AND OTHER PROFESSIONAL OBLIGATIONS AND COMPLIANCE WITH PRIVACY LAW. SINCE THE INFORMATION REGARDING HEALTH, MEDICATIONS OR ANY MEDICAL ADVICE ARE PROVIDED BY THIRD PARTIES, THE CORPORATION DOES NOT REPRESENT, WARRANT OR ACCEPT ANY LIABILITY WITH RESPECT TO ANY AND ALL CONTENT, ADVICE, NOTIFICATIONS OR OTHER INFORMATION RECEIVED THROUGH THE USE OF THE PLATFORM;
  • Services rules may differ depending on the User’s location. As the rules regarding telehealth differ (or may differ from time to time), among the provinces and territories, the Services that are available to the Patient will depend on its province or territory of residence and the location that the Patient is in at the time the Patient requests the Services;
  • You must not request Services for a Third Party. The Patient will only request Services for itself or for another User;
  • No Results Guaranteed; Health Care Providers may discontinue Services at any time. As with any other healthcare consultation, no results can be guaranteed or assured in connection with Services. The Health Care Provider may determine Services are not appropriate for some or all of the Patient’s treatment needs or that he or she is not permitted to provide the services that the Patient requires and may elect not to provide Services to the Patient. Health Care Providers also have the discretion to discontinue the provision of Services to the Patient at any time and for any reason;
  • Must provide required Information. The Patient is responsible for providing the Health Care Provider with the information that he or she advises is required in order to provide you with the Services. If the Patient declines to provide that information, the Health Care Provider may not be able or willing to provide you with the Services;
  • Risks Unique to Telehealth. As with any other health care service, there are risks associated with the use of the Services. In addition to any risks communicated to the Patient by its Health Care Provider, there are risks unique to telehealth, which include that the Platform may not permit the transmission of information in a way that allows the Health Care Provider to provide Services (for example, due to poor resolution of images). Other risks of the use of electronic means to transmit and store information are described in the Privacy Policy;
  • PLATFORM MUST NOT BE USED FOR EMERGENCIES. THE PLATFORM AND ANY CONTENT ON THE PLATFORM CANNOT BE USED FOR EMERGENCY HEALTHCARE. IF THE PATIENT BELIEVES THAT HE OR SHE IS DEALING WITH AN EMERGENCY, THE PATIENT MUST CALL 911 IMMEDIATELY AND/OR ATTEND THE PATIENT’S NEAREST EMERGENCY ROOM;
  • EXCLUDED SYMPTOMS. The following symptoms are NOT eligible to be treated through the Services: chest pains; difficulty breathing; numbness, mental health symptoms (depression, thought of self-harming);
  • Drug Reactions; Side Effects. The Patient will not report drug reactions, side effects or adverse events through the Platform. The Patient will report any medication reactions, side effects or other adverse events to its primary care provider, or if the Patient does not have one, to the nearest walk-in clinic or emergency room, or in an emergency, call 911;
  • Follow-Up Care. The Patient will seek emergency help or follow-up care when recommended by a Health Care Provider;
  • Information Provided Other Than Through A Health Care Provider. Any information received through the use of the Platform that is not part of an authorized session with the User’s Health Care Provider is purely informational and does not amount to medical advice. Do not use any information received through the use of the Platform to diagnose or treat a medical condition or health concern;
  • Primary Care Physician. The User should always seek the advice of its primary care physician or other qualified provider of medical advice with any questions the User has with respect to a medical condition. The Corporation does not intend to interfere with the User’s primary care physicians’ or other qualified health provider’s medical or related advice and the User should never disregard or delay seeking professional medical advice because of something the User read or is communicated to or viewed by the User on the Platform; and
  • No Substitute For Professional Advice. The Platform is not intended to be a substitute for professional advice. Under no circumstances will the Corporation be liable for any loss or damage caused by a User’s reliance on information obtained through the Platform. It is the User’s responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Platform. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

Any breach of the foregoing (collectively, “Service Conditions and Disclaimers”) by any User may, once investigated, result in immediate account termination for a User account and agreement and/or termination of an agreement with the Client who has registered the account for such User.

 

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