Software-as-a-Service Agreement

Last Revision: September 2022

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.


Thank you for using MedMe! These Terms of Use (“Terms”) govern your use of the MedMe services, including MedMe’s Care+ platform, mobile applications, any websites (or portions thereof, and the resources we make available on our websites, such as our help center, videos, blogs and more that are operated by MedMe (collectively, the “Services”).

NOTICE TO PATIENTS

These Terms do not apply to patient data. For information about your patient data, please contact your Health Service Provider (i.e. pharmacy). For information about how your patient information is collected in connection with our platform, see our Privacy Policy.

ACCEPTANCE

Please take a moment to read these Terms carefully before subscribing to or using any of the Services. These Terms are a legal contract between MedMe Health Limited (“MedMe” or “We”) and each person who uses the Services and are accepted by subscribing to our Care+ platform or by otherwise using our websites and resources. These Terms may be updated or amended from time to time.

In these Terms, we use the word “Subscriber” to refer to anyone (for example, a pharmacy or pharmacy operator) who subscribes to and pays for our Services. We use the word “you” to refer to any individual user of our Services, such as a practitioner or staff member at a Subscriber’s clinic or an individual browsing or using our websites and resources.
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1. INTELLECTUAL PROPERTY
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Ownership of the Services. MedMe owns or has obtained the rights to use all intellectual property rights in the Services. This includes the underlying software and technology that operates the Services; all materials and content posted or made available on our website or through the Services, such as our help center, videos, photos, illustrative graphics, text, research and blog postings; and the trademark, MedMe Health^TM.

License to You. MedMe grants each Subscriber and each individual using the Services a limited license to access and use (i.e. display, print, download) the materials and content within the Services solely on a personal computer or device for the Subscriber’s internal business purposes and for your own personal, non-commercial use, provided that:

-You retain and keep intact all copyright, trademark or other proprietary notices (such as © 2022 MedMe Health Ltd. All Rights Reserved);
-You do not disseminate or distribute our materials or content publicly;
-You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and
-You abide by our below Acceptable Use Policy

Your Feedback and Contributions. We would love to receive your feedback about our Services and to include your contributions in our resources where possible, such as adding your shared chart templates to our chart template library. To ensure we have the proper rights to do this, you grant MedMe a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use your feedback and contributions, including incorporating them into the Services and sharing them with other users. Please note that providing feedback or contributions does not make you an author, inventor or contributor of the Services and does not entitle you to any compensation or to any ownership rights in the Services.

Third-Party Services. We may offer integrations with third-party services that you may choose to use with our Services, such as email or texting services, payment processing, patient assessment tools, electronic billing and insurance claims. Please note that your use of such third-party services is governed by the legal terms of those third parties, and not by these Terms of Use. MedMe is not responsible for those third-party services..


2. ACCEPTABLE USE POLICY

Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property and the law. You agree to communicate with MedMe team members in a mutually respectful manner at all times.

In addition, you must not:

-“frame” or “mirror” any content from our Services on any other website or server;
-post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
-harvest, scrape or otherwise collect information about others from our Services, including names and email addresses;
-probe, scan or test the vulnerability of the Services or any website, or breach the security or authentication measures of the Services;
-forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Services; or
-pretend that you are, or that you represent, someone else or impersonate any other individual or entity.

MedMe reserves the right to suspend or terminate your use of any or all of the Services or take other appropriate remedial action to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.


3. SUBSCRIBING

Subscription. You can subscribe to our clinic management platform by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on a monthly or annual basis. Fees are charged monthly or annually in advance in accordance with the billing information you provided at the time of subscription. Account Owners (defined below) may update their Subscriber’s billing information or cancel their Subscriber’s subscription at any time through their account settings or by contacting us at billing@medmehealth.com. All fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time.

Availability of the Services. Once a Subscriber has subscribed and paid, MedMe will make the Services available to the Subscriber’s users (i.e. practitioners, staff, patients) for the subscription plan purchased. MedMe will make the Services available in accordance with the Subscriber's plan. However, please note that MedMe cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages or issues with your computer systems or devices.

Limitations. Our websites and resources are provided for general information about MedMe products and services. They may not always be accurate or complete and are not intended to provide legal advice. We recommend that Subscribers obtain their own guidance and advice with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.


4. Subscriber Accounts

Account Owner. The person signing up for a subscription on behalf of a Subscriber is the “Account Owner” and will be authorized to administer the Subscriber's account. This includes authorizing additional user accounts for practitioners and staff and granting and revoking user access rights and permissions. Each Subscriber will have only 1 Account Owner. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Account Owner. A Subscriber may change its Account Owner through its account settings.

User Accounts. Subscribers and their users must provide accurate, current and complete information when creating their user accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. Subscribers must take appropriate steps to protect their user accounts, including:

-Requiring users to set strong passwords
-Keeping user IDs and passwords confidential
-Not providing any false identity information to access the Services

MedMe will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials. If you discover or suspect any unauthorized access to or use of your Subscriber or user account, please reset your password immediately and notify us at care@medmehealth.com.


5. SUBSCRIBER DATA

Ownership and Control. Each Subscriber retains ownership and control of its patient data and all information collected, entered, created or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Subscribers may be referred to as a “health information custodian,” a “covered entity,” or a “controller,” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data comply with applicable laws and regulatory requirements.

Each Subscriber determines:
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-What Subscriber Data to collect;
-How the Subscriber will use the Subscriber Data;
-Which practitioners and staff have access to Subscriber Data;
-How long the Subscriber will store Subscriber Data; and
-On what basis will the Subscriber delete Subscriber Data.

Storage and Access. MedMe is a service provider to Subscribers and may be referred to as an “agent,” “business associate,” or “processor” of the Subscriber. MedMe will keep Subscriber Data stored securely as described below. MedMe will only access Subscriber Data at the request of a Subscriber or its users or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation or court order. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.

Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Account Owner. If an Account Owner has any questions about the management of Subscriber Data in the Services, the Account Owner may contact us at care@medmehealth.com.

Anonymized/Aggregated Data. MedMe may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, as well as for research, data analysis, benchmarking, statistics, or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user or patient. MedMe may share such anonymized information with Subscribers and others, for example, by providing insights into the most common conditions, most popular treatments or benchmarking fees against industry or regional norms.


6. SECURITY

Safeguards. MedMe will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-compliant payment processors and encryption.

Security Features. The Services also contain features which allow you to further enhance the security of your Subscriber Data. For example, by establishing role-based access controls for each user; or the ability to lock editing of documentation modules from being accidentally overwritten. See our online Help Center for further details or Contact Us for assistance.

Security Breach. MedMe will notify affected Subscribers if MedMe determines that the security of the Services has been breached, resulting in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. MedMe will report to the affected Subscriber(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) to mitigate the effects of any lost or compromised Subscriber Data.

Your Responsibility. Subscribers and their users will notify MedMe immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.


7. DATA RETENTION POLICY

During Your Subscription Term. Our platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. If you have such a requirement, please have your Account Owner Contact Us.

Data Export. Subscribers may export their Subscriber Data at any time and should do so prior to ceasing or terminating their use of our platform. For details on how to export your Subscriber Data, Contact Us.

After Termination. When a subscription expires or is terminated, the account is deactivated. This means the account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The account and its Subscriber Data will be retained in the event the Subscriber wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated. Account Owners may Contact Us with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Owner.

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7. TERMINATION

Overdue Fees. If any fees are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.

Termination by Us. MedMe may terminate or suspend access to the Services or suspend or deactivate a Subscriber’s or a user’s account if the Subscriber or user breaches any obligations under these Terms. MedMe may also terminate a Subscriber’s subscription if MedMe discontinues the Services. We will use our best efforts to notify you in advance of any suspension or termination and help Subscribers retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others.

Refunds. If a Subscriber terminates its subscription due to a breach by MedMe or MedMe discontinues the Services, we will refund any fees you had pre-paid for the remaining unused portion of your subscription term. If MedMe terminates a Subscriber’s subscription due to a breach by the Subscriber, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term. Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.


8. LEGAL LIMIT

MedMe cannot promise and does not represent or warrant that:

-The Services will meet your specific needs or requirements;
-The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or
-Information provided through the Services will be accurate, timely, complete or reliable.

YOU UNDERSTAND AND AGREE THAT: (A) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, AND THAT USE OF THE SERVICES IS AT YOUR SOLE RISK; AND (B) MEDME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR NON-INFRINGEMENT.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDME DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDME MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. MEDME DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS, PRODUCT SUPPLIERS OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED THIRD-PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER MEDME NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY PHARMACIST OR THIRD PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY PHARMACIST OR THIRD PARTY PROVIDER. NEITHER MEDME NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDER.

If you have a dispute with a Third-Party Provider, you agree to release MedMe (including MedMe’s affiliates and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.


9. LIMITATION OF LIABILITY

Limitation of Liability. THE TOTAL LIABILITY OF EITHER OF US UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNT YOU PAID TO MEDME FOR USE OF THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATION TO MEDME.

No Indirect or Consequential Damages. Regardless of the above, neither of us will be liable, UNDER ANY CIRCUMSTANCES, for any indirect, SPECIAL or consequential damages arising out of or in connection with the services, SUCH AS LOST REVENUE or BUSINESS INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY DEPENDING ON WHERE YOU LIVE.

THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL MEDME (INCLUDING ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF MEDME OR MEDME’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MEDME (INCLUDING ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF MEDME OR MEDME’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MEDME, ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO MEDME FOR THE PAST 3 MONTHS OF THE SERVICES.


10. Indemnification

You agree to defend, indemnify and hold harmless MedMe and its officers, directors, employees, agents, shareholders, affiliates, and retail partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation legal and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Services or from any breach by you of these Terms, including without limitation any actual or alleged violation of any law, rule or regulation.
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11. Entire Agreement & Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with MedMe, shall constitute the entire agreement between you and MedMe with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision will only be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.


12. No Waiver

MedMe’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.


13. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. MedMe may assign its rights, licenses, and obligations under these Terms without limitation.


14. Changes to the Terms

We may make changes to these Terms from time to time. When MedMe does so, MedMe will post the most current version of the Terms on MedMe’s website, and if a revision to the Terms is material, MedMe will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Services.


15. Force Majeure

MedMe will not be responsible for a failure to fulfill its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.


16. Governing Law

This Term of Service Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein.


17. Forum

This Agreement shall be exclusively governed by, construed, interpreted and enforced in accordance with the laws of the Province of Ontario, Canada, and the parties hereby submit to the exclusive jurisdiction of the courts of the City of Toronto, Province of Ontario, Canada.


18. Contact Information
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If you have any questions or comments about these Terms, please contact MedMe via email: care@medmehealth.com