MEDEO SOLUTION PROVIDER AGREEMENT


LAST UPDATED: 09 NOVEMBER 2015

 

PLEASE CAREFULLY READ THE FOLLOWING TERMS.  BY CLICKING ON “I AGREE”, YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE MEDEO SOLUTION USER PRIVACY POLICY (HTTPS://CA.MEDEOHEALTH.COM/TERMS/PRIVACY) AND HEREBY ENTER INTO A LEGALLY BINDING AGREEMENT WITH QHR.  IF YOU DO NOT AGREE WITH THESE TERMS DO NOT CLICK ON “I AGREE” BELOW.

 

MEDEO SOLUTION PROVIDER AGREEMENT

This Provider Agreement, including the registration confirmation document sent to Provider setting out the price, term, services and payment method after registering for the service (and/or any agreed to update) (the“Registration Confirmation”), the Terms and Conditions (set out below and incorporated by reference, and Medeo Solution User Privacy Policy (collectively, the “Agreement”) is made by and between QHR Technologies Inc. (“QHR”) and the person/entity (including Assigned Organizations) set out in the Registration Confirmation or a Provider.  QHR carries on the business of providing users (“Users”), health or other providers (“Professional Providers”) and administrative providers (“Administrative Providers”) (Professional Providers and Administrative Providers collectively are “Providers”) with technology providing access to secure, web-based virtual care tools facilitated through proprietary software (the “Software”) and online services (“Medeo Solution”). Professional Provider is engaged in providing certain types of services to Users that the Provider is licensed, certified and/or credentialed to provide to Users as selected in the Registration Confirmation (“Professional Services”) in the jurisdiction in which the Provider has an applicable license, certification and/or credential to do so for Users (“Jurisdiction”).  Administrative Providers access the Medeo Solution on behalf of an Assigned Organization Provider to perform administrative functions related to the offering of the Professional Services (“Administrative Services”) (Professional Services and Administrative Services are collectively, the “Services”).

THIS AGREEMENT SETS FORTH THE TERMS UNDER WHICH QHR WILL PROVIDE THE SOFTWARE AND MEDEO SOLUTION. PROVIDER’S ACCESS TO AND USE OF THE SOFTWARE and the medeo solution IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR UNDERSTANDING BETWEEN THE PARTIES. It is understood that PROVIDER may have ACCESS TO USE THE SOFTWARE AND THE MEDEO SOLUTION THROUGH an agreement with a third party organization (“Assigned Organization”) and in such, case, the terms of the agreement with the assigned organization may supersede the terms of this agreement in the event of conflict with this agreement.   

 

TERMS AND CONDITIONS

1.     TERM and definitions

1.      Term of Agreement. This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated as provided in Section 8. 

2.      Definitions.  As used in this Agreement:

a.        “Anonymized Data” means data derived from Personal Information that Users and Providers have uploaded to the Software but containing no personal identifiers.

b.       “Personal Information” means information about an identifiable individual, including Users, that is collected, used and disclosed in the course of delivering Services while using the Software.

c.        “QHR Parties” means QHR and its officers, directors, agents, subsidiaries, suppliers and employees.

2.     PROFESSIONAL SERVICES

1.      Professional Services.   Professional Provider agrees to provide Users with the Professional Services selected by Professional Provider or otherwise stated by Professional Provider in their account information pursuant to the terms and conditions of this Agreement. For greater certainty, where these Professional Services are not expressly stated by Professional Provider, Professional Provider agrees to only provide Professional Services for which they are authorized to do so by all laws, regulations and professional codes applicable to Provider in any Jurisdiction in which the Professional Provider and User are situated (“Applicable Laws”) and by the terms of this Agreement and any agreement they may have with any Assigned Organization.

2.      No Delegation of Professional Services.  Professional Provider shall personally perform any Professional Services through the Medeo Solution and shall not delegate performance of the Professional Services to anyone else.

3.      Professional Standing.   Professional Provider represents and warrants to QHR that, at all times during the term of this Agreement, the Professional Provider has all necessary and required certifications, permits, or credentials to provide the Professional Services to Users in accordance with the terms of this Agreement and in accordance with Applicable Laws.  If Professional Provider may no longer provide the Professional Services, pursuant to Applicable Laws, Professional Provider will cease providing Professional Services and notify QHR immediately. 

4.      Representations, Warranties and Covenants of Professional Provider.  Professional Provider represents, warrants and covenants to QHR (and QHR is relying on such representations, warranties and covenants in entering in to this Agreement) as follows:

a.      that Professional Provider will be solely responsible for how Professional Provider carries out the Professional Services;

b.      that Professional Provider will perform the Professional Services as Professional Provider as the case may be, sees fit, but only:

                          i.         in a diligent and professional manner, and to the best of his or her ability, experience and talents, and always, in strict accordance with all Applicable Laws;

                         ii.         pursuant to the terms and conditions of this Agreement;

                       iii.         in conformity with the standards of quality and ethics as set down by any applicable licensing, certification, credentialing professional association governing the Provider; and

                        iv.         Professional Provider will only provide such Professional Services as the Professional Provider is certified, licensed, permitted or credentialed to provide in the Jurisdiction and no other services whatsoever.

c.      that Professional Provider will maintain, at all times during this Agreement, and at Professional Provider’s sole expense, membership license, certification or credential in good standing with any association or organization as may be necessary or desirable to be compliant with Applicable Laws or otherwise under Section 2.5;

d.      that Professional Provider, at all times during this Agreement, will hold all licenses, certificates and degrees required to provide Professional Services lawfully in any Jurisdiction in which Professional Provider and User are situated;

e.      that Professional Provider, at all times during this Agreement, shall provide all services contemplated hereunder in a secure and confidential manner and in accordance with QHR’s security policies, rules, and requirements as may be provided to Professional Provider from time to time;

f.       that Professional Provider, at all times during this Agreement, shall provide all services contemplated hereunder in accordance with the Medeo Solution User Privacy Policy, rules, and requirements as may be provided to Professional Provider from time to time and shall comply with Applicable Laws regarding Personal Information in providing the Professional Services, including but not limited to verifying a User’s identity prior to sharing Personal Information belonging to that User; and

g.      that Professional Provider’s will remain liable for any (i) compliance with the legislation in respect of the information provided to QHR; (ii) acts or omissions of Professional Provider in respect to the provision of Professional Services including, but not limited to any claims for damage or injury to persons or property or security breaches; or (iii) any violation of any law (local, domestic or foreign) by Professional Provider (or by association, QHR) in using the  Software, or providing any Professional Services on or through the Medeo Solution, and Professional Provider hereby irrevocably agrees to indemnify, defend and hold harmless QHR from any and all costs, damages, expenses, fees or other amounts arising out of, or related to any claims, suits proceedings (actual or threatened) by any person relating to (i), (ii) or (iii).

5.      Insurance.  Professional Provider represents and warrants to QHR that Professional Provider is and will be duly qualified under the Applicable Laws to provide Professional Services and will be appropriately insured for professional negligence or misconduct (and malpractice, if applicable) in accordance with the Applicable Laws.

6.      Non-Exclusivity. Nothing in this Agreement will be construed as:

a.      obligating QHR or any User to exclusively utilize the Professional Services of Professional Provider;

b.      restricting QHR or any User from utilizing the same or similar services of any other person; or

c.      restricting Professional Provider from performing Professional Services of any kind for any other person, including, without limitation, any other users of Professional Provider, any other provider or any other corporation authorized to provide Professional Services.

3.     ADMINISTRATIVE SERVICES

1.      Administrative Services.   Administrative Provider will provide only Administrative Services using the Medeo Solution.

2.      Representations, Warranties and Covenants of Administrative Provider.  Administrative Provider represents, warrants and covenants to QHR (and QHR is relying on such representations, warranties and covenants in entering in to this Agreement) as follows:

a.      that Administrative Provider will be solely responsible for how Administrative Provider carries out the Administrative Services;

b.      that Administrative Provider will perform the Administrative Services as Administrative Provider as the case may be, sees fit, but only:

                          i.         in a diligent and professional manner, and to the best of his or her ability, experience and talents, and always, in strict accordance with all Applicable Laws; and

                         ii.         pursuant to the terms and conditions of this Agreement to the reasonable satisfaction of QHR.

c.      that Administrative Provider, at all times during this Agreement, shall provide all services contemplated hereunder in a secure and confidential manner and in accordance with QHR’s security policies, Medeo Solution User Privacy Policy, rules, and requirements as may be provided to Administrative Provider from time to time and in accordance with all Applicable Laws regarding Personal Information in providing the Administrative Services;

d.      that Administrative Provider will remain liable for any (i) compliance with the legislation in respect of the information provided to QHR; (ii) acts or omissions of Administrative Provider in respect to the provision of Administrative Services including, but not limited to any claims for damage or injury to persons or property or security breaches; or (iii) any violation of any law (local, domestic or foreign) by Administrative Provider (or by association, QHR) in using the Software, or providing any Administrative Services on or through the Medeo Solution, and Administrative Provider hereby irrevocably agrees to indemnify, defend and hold harmless QHR from any and all costs, damages, expenses, fees or other amounts arising out of, or related to any claims, suits proceedings (actual or threatened) by any person relating to (i), (ii) or (iii).

3.      Insurance. Administrative Provider represents and warrants to QHR that that Administrative Provider will be appropriately insured for acts and omissions.

4.     PROVIDER’S USE OF THE SOFTWARE

1.      License.  Subject to Provider complying with each term of this Agreement, QHR hereby grants to Provider a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Software to access the Medeo Solution in accordance with this Agreement solely for offering Professional Services or Administrative Services and not for resale or to provide services to third parties.

2.      Access and Security Guidelines.  Provider will use his/her real name and valid email address and create a password to use in association with Provider’s email address for access to and use of the Software and the Medeo Solution. Provider is solely responsible for ensuring the security and confidentiality of his/her password. Provider shall not share his/her password with anyone at any time. Provider will prevent unauthorized access to or use of the Software or the Medeo Solution, and notify QHR promptly of any such unauthorized use.  Provider is responsible for the use of the Software and the Medeo Solution or any other person using Provider’s password.  The Medeo Solution offers two-factor authentication. If the Provider elects to enable two-factor authentication, QHR will provide you with a random code that allows Provider to access Provider’s account, typically sent to Provider’s cellular mobile device via SMS.  Whether or not Provider elects to enable two-factor authentication, it is Provider’s responsibility to ensure that Provider’s account password is of sufficient strength and is changed regularly to prevent unauthorized access.  Provider shall ensure that the Provider’s system is secure and uses an up-to-date commercially available anti-virus and security software. QHR has no responsibility whatsoever for any Provider system.  Provider will not use access to the Medeo Solution to: (a) harvest, collect, gather or assemble information or data regarding the Medeo Solution  or information or data of other users without their consent; (b) access, modify or copy any data or information of the Medeo Solution or other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Medeo Solution or the data contained therein; or (d) harass or interfere with another User’s use and enjoyment of the Medeo Solution. QHR makes no representations that the Software is appropriate, legal or available for use in Provider’s jurisdiction. Those who access or use the Software and the Medeo Solution do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and international).

3.      Provider Data.  Provider is solely responsible for any data Provider posts to the Medeo Solution.  Provider will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information. QHR may take any remedial action if Provider violates this Section 4.3; however, QHR is under no obligation to review any data, information, content or material on the Medeo Solution for accuracy or potential liability.

4.      Use Restrictions.  Provider is responsible for all activities that occur under Provider’s account. Provider will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the Software or the Medeo Solution; (b) interfere in any manner with the operation of the Software of the Medeo Solution or the hardware and network used to operate the Software or the Medeo Solution; (c) use the Software for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Software; (e) otherwise use the Software or access the Medeo Solution in any manner that exceeds the scope of use permitted under Section 2.1 or Section 3.1; (f) use the Software or access the Medeo Solution in any way that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the Software or access the Medeo Solution in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the Software or access the Medeo Solution in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the Software or access the Medeo Solution in any way that discloses personal information about another person, unless permitted by this Agreement, or that impersonates any person or entity or otherwise misrepresents Provider’s affiliation with a person or entity; (j) use the Software or access the Medeo Solution in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use the Software or access the Medeo Solution in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Software or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information; or (l) use the Software or access the Medeo Solution in any way that, in the sole judgment of QHR, is objectionable or which restricts or inhibits any other person from using or enjoying the Medeo Solution, or which may expose QHR or its Users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the Medeo Solution.

5.      No Competitive Use.  Provider may not subscribe for, use or access the Software if Provider is (or are engaged by) a competitor of QHR, except with QHR’s prior written consent. In addition, Provider may not subscribe for, use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

6.      Suspension or Cancellation of the Provider’s Use.  In addition to any other right or remedy that QHR may have under this Agreement or at law, QHR may terminate or suspend (partially or completely) Provider’s access to the Medeo Solution and use of the Software in accordance with Section 8. Provider is responsible for any claims, fees, fines, penalties, and other liability incurred by QHR or others caused by or arising out of Provider’s breach of this Agreement or its use of the Medeo Solution.

7.      Personal Information.  QHR will collect, use, store and disclose Personal Information of Users on behalf of Provider and subject to Provider’s instructions.  At all times, the Personal Information remains in the control of the Provider.  Provider will collect, use and disclose Personal Information in accordance with Applicable Laws regarding Personal Information and Provider’s privacy policy.  If a User makes an access to information request, Provider shall be responsible for responding to with such requests and shall direct QHR in that regard as it sees fit.  Provider also agrees that QHR may use Personal Information to administer the Medeo Solution.  For example, QHR may use Personal Information to schedule a visit or assist the Provider in accessing the Personal Information.

8.      Anonymized Data.  Provider agrees QHR may create Anonymized Data based on the Personal Information in the Medeo Solution.  QHR maintains sole ownership to the aggregation of any Anonymized Data from within the Software and may use Anonymized Data at the sole discretion of QHR and may transfer, convey, sell, manipulate and otherwise exploit such Anonymized Data.

9.      Content.  QHR does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by Provider, any user of the Medeo Solution or any third party on, in or to the Medeo Solution, or for any loss or damage arising therefrom, nor is QHR liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity Provider may encounter. PROVIDER’S USE OF THE MEDEO SOLUTION IS AT PROVIDER’S OWN RISK OF BEING EXPOSED TO SUCH MATERIAL.

10.  Security Vulnerability. In order to maintain the Software as secure as possible, Provider must not disclose any security vulnerability to any person except QHR. Immediately upon discovering any issue or problem that may be pose a risk to the security or use of the Medeo Solution or to any User information, including Personal Information, Provider must notify QHR by contacting privacy@qhrtech.com.

11.   Medeo Solution and Technology. QHR exclusively owns and retains all right, title and interest in and to the Software and the Medeo Solution and all software, materials, formats, designs, interfaces, information, text, data, graphics, images, video, logos, icons, audio, content, computer code, QHR’s Confidential Information, and QHR proprietary information and technology used by QHR or provided to You in connection with the Medeo Solution and any compilation thereof (the “Medeo Technology”). The Medeo Technology is protected by intellectual property rights under the laws of Canada and other countries, including copyright and trademark laws and are owned by or licensed to QHR. “QHR Technologies Inc.,” “Medeo,” the QHR logo, the Medeo Solution logo, and other QHR logos and product and service names are or may be trademarks of QHR (the “QHR Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, Provider agrees not to display or use the QHR Marks, whether or not registered, in any manner. Provider must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Medeo Technology on any copy Provider makes of the Medeo Technology. Other than as expressly licensed to Provider in this Agreement, no license or other rights in the Medeo Technology are granted to Provider, and all such rights are hereby expressly reserved by QHR. QHR shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the Software.

5.     FEES & PAYMENT TERMS

1.      Fees. The fees for the Software and billing requirements of QHR are set out in the Registration Confirmation (incorporated by reference in to this Agreement). The parties may, in writing, amend the fees in an amended Registration Confirmation.

2.      Recurring Billing. Provider hereby authorizes QHR to charge Provider a recurring subscription fee on the recurring term and at the then current rate for the Software set out in the Registration Confirmation, and any other charges Provider may incur in connection with the use of the Software via the agreed upon method of payment as set out in the Registration Confirmation.  In the case where QHR has an agreement with an Assigned Organization (“Assigned Organization Agreement”) under the terms of which Provider is provided access to the Software and the payment is to be made by the Assigned Organization, then the payment terms are set out in the Assigned Organization Agreement.

3.      Variance.  Provider acknowledges that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or changing or adding Software. Provider authorizes QHR to amend monthly billing to reflect these changes

4.      Price Changes. QHR reserves the right to adjust pricing for the Software in any manner and at any time as it may determine in its sole and absolute discretion provided that, any price changes to the Software will take effect for the next billing period described in the Registration Confirmation. Unless operating under an Assigned Organization Agreement Provider may, on notice to QHR, terminate the Medeo Solution under Section 8.1.

5.      Automatic Billing.  QHR automatically processes payments and invoices for any monies owed to QHR under this agreement via the payment methods outlined in the Registration Confirmation or in any Assigned Organization Agreement.  For greater clarity, registration of the Provider’s right to access the Medeo Solution will commence upon processing by QHR of the first payment owed for the first billing period, unless otherwise stipulated in a separate license agreement between QHR and an Assigned Organization.

6.      Bill Timing.  QHR reserves the right to change the timing of QHR's billing; in particular, as indicated below, if Provider's method of payment has not successfully settled on the day it was due as described in the Registration Confirmation.

7.      Billing Commencement Date. In the event Provider's registration began on a day not contained in a future billing period, QHR may bill Provider on a day earlier in the applicable future billing period or such other day as QHR deems appropriate. For example, if Provider's registration started on January 1st with monthly billing periods, Provider’s next payment date is likely to be February 1st, and Provider's credit card would be billed on that date. If the day of the month does not occur every billing cycle (e.g., you subscribed on the 31st, but the next month only has 30 days), then QHR will charge for payment on the last day of the month.

8.      Authorization. Provider hereby authorizes QHR to charge Provider (including, where applicable, Provider’s credit card) at the payment frequencies set out in the Registration Confirmation.

9.      No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.  However, following any cancellation, except for cancellation for cause under Section 8.2, Provider will continue to have access to the service through the end of Provider's current billing period.

10.   Transaction Fees.  For certain credit cards, the issuer of Provider's credit card may charge Provider a foreign transaction fee or other charges. These charges are solely the responsibility of the Provider.

11.   No Guarantee.  Provider agrees that there is no guarantee of any fees, profit, business, or use of service by Users or amount earned by Provider under this Agreement.

6.     INDEPENDENCE

1.      Independence. Provider is independent and not an employee, agent, joint venturer or partner of or with QHR. Provider is solely responsible for the supervision and direction of the Services provided and shall be responsible for the manner in which the Services are performed, for the method employed in doing the same and for all acts and things done in the performance of the foregoing. Nothing contained in this Agreement and the relationship created between the parties hereby shall, directly or indirectly, constitute the employees, contractors and personnel of Provider to be an employee, joint venturer, agent or servant of QHR and further, nothing herein shall operate or be construed to relieve Provider of any duties or obligations imposed upon it as an independent contractor.

2.      Tax. Provider is solely responsible for any and all tax to be paid, remitted or deducted related to the amounts Provider obtains under this Agreement using the Software and/or providing the Services. QHR is not responsible to deduct or remit any taxes on behalf of Provider for any amounts obtained by Provider as a result of the Services facilitated through this Agreement.

3.      Authority

a.      No party shall have any authority to act for the other party or to incur any obligation on behalf of the other party except as specifically provided by this Agreement.

b.      Any liability or obligation incurred by one party without the written consent of the other party or as otherwise provided or permitted in this Agreement shall be the sole liability and obligation of that one party without any right to contribution from or indemnity by the other party.

7.     QHR RESPONSIBILITIES

1.      Access to Information. During the term of this Agreement, QHR shall respond in a timely basis to all reasonable requests by Provider for relevant information in support of Provider accessing the Medeo Solution hereunder. On reasonable notice, the Provider may request QHR to review the Medeo Solution in order monitor compliance with Provider’s obligations under this Agreement and Applicable Laws. 

2.      Access to the Software. To the extent applicable in the performance of any Services, QHR shall provide Provider with the necessary access to use the Software to perform the Services, subject to the terms and conditions of this Agreement and the applicable terms of use. The Provider hereby acknowledges and agrees that (i) the Software and the Medeo Solution is provided from Canada notwithstanding the location of the Provider or any User at any time, including during the provision of Professional Services, and (ii) that the Medeo Solution is a communication system only. 

3.      QHR Security. QHR will use commercially reasonable efforts to ensure appropriate safeguards are in place to protect the security of Personal Information and will protect such information against risks such as access, use, disclosure, destruction and alteration. QHR will limit access to Personal Information, within QHR, to a “need-to-know” basis.  In accordance with its Medeo Solution User Privacy Policy and Applicable Laws and subject to QHR’s rights under this Agreement, QHR will securely retain identifiable Personal Information in Canada and dispose of it once it is no longer required for the purposes of this Agreement. PROVIDER (AND NOT QHR) IS SOLELY RESPONSIBLE TO ENSURE THAT IT HAS AND RETAINS BACKUP COPIES (OFF THE SOFTWARE) OF ALL personal INFORMATION and other information provided by users. 

4.      EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, QHR MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE SOFTWARE and the medeo solution IS PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QHR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE SOFTWARE and the medeo solution, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

8.     TERMINATION

1.      Termination for Convenience. QHR may terminate this Agreement by giving the other party written notice to Provider of three (3) business days.  If Provider cancels its subscription to the Medeo Solution then Provider will continue to have access to the Medeo Solution through the end of the billing period. Provider may cancel services through the Medeo Solution or by contacting QHR at answers@qhrtech.com.  If Provider has been provided access to the Software under the terms of an Assigned Organization Agreement, then Provider’s cancellation will only apply to cancellation of their use of the Software and will have no bearing on the terms of the Assigned Organization Agreement.

2.      Termination for Cause. This Agreement may be terminated by QHR at any time following provision of written notice to Provider of three (3) business days, if in the opinion of QHR, which opinion shall be final and binding, any of the following occurs:

a.      Provider is, for any reason whatsoever, incapable of performing the Services to be provided under this Agreement to a standard acceptable to QHR;

b.      Provider’s fraud, dishonesty, breach of a statute or any other law;

c.      any action or activity of Provider which may adversely affect QHR’s interest or reputation, or otherwise bring QHR into disrepute;

d.      a voluntary or involuntary bankruptcy or insolvency of Provider;

e.      conduct on the part of Provider that is detrimental to the business or the financial position of QHR, as determined at the sole discretion of QHR;

f.       conduct of Provider of a nature that, as determined at the sole discretion of QHR, would affect or injure the reputation of QHR;

g.      conviction of or plea by Provider of a criminal offence involving dishonesty or fraud or which may injure QHR’s business or reputation;

h.      Professional Provider ceases, at any time, to have all necessary and required certification, licenses, permits and/or credentials to provide the Professional Services or otherwise becomes ineligible to provide the Professional Services under Applicable Laws, or if Professional Provider is a corporation, to be the holder of a valid permit under the Applicable Laws;

i.       to the extent used in the Services or otherwise under this Agreement, any failure by Provider to comply with any of the terms of use for the Software or Medeo Solution at any time; or

j.       any failure to comply with any term or condition of this Agreement or any representation or warranty of Provider being untrue, incorrect or inaccurate at any time under this Agreement.

3.      Survival. The terms and conditions of Section 2.4(g), Section 3.2(d), Section 8.3 (Survival), Section 9 (Confidentiality and Non-Disclosure), Section 10 (Indemnity and Remedies), Section 11 (Limitation of QHR’s Liability) and Section 12 (General), as well as any indemnity specified in this Agreement, will survive any termination of this Agreement.

4.      Medeo Solution. In the event of termination for cause or expiration of this Agreement for any reason, QHR shall cease providing access to the Medeo Solution to Provider after the notice period specified herein.

9.     CONFIDENTIALITY AND NON-DISCLOSURE

1.      Confidential Information. "Confidential Information" shall mean all information provided by QHR pursuant to this Agreement which is designated as confidential by QHR or which ought reasonably to be considered confidential under the circumstances, including but not limited to, information regarding the Medeo Solution and financial information under this Agreement but excludes any information that is (i) publicly available through no fault of Provider; (ii) provided by a third party to the Provider without obligations of confidentiality; (iii) in the possession of Provider prior to any disclosure by QHR; or (iv) independently created by Provider as evidenced by reasonable written records. Provider covenants and agrees that Provider shall not disclose to anyone any Confidential Information or use any Confidential Information provided by QHR for any purpose other than the performance of Provider’s obligations under this Agreement. This obligation shall survive the expiry or termination of this Agreement for any reason.

2.      Return of Property. Upon expiry or termination of this Agreement, Provider shall return to QHR any property or documentation of QHR, and all Confidential Information (or destroy any Confidential Information that QHR directs in writing to destroy which is not capable of being returned).

10. INDEMNITY AND REMEDIES

1.      INDEMNITY. PROVIDER SHALL INDEMNIFY, DEFEND AND SAVE QHR PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, EXPENSES, COSTS OR DAMAGES OF EVERY NATURE AND KIND WHATSOEVER WHICH QHR PARTIES OR ITS’ USERS OR CUSTOMERS MAY SUFFER AS A RESULT OF THE ACTS OR OMISSIONS OF PROVIDER OR ANY PERSON THAT PROVIDER IS AT LAW RESPONSIBLE FOR IN THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE SERVICES, OR USE BY PROVIDER OF THE software or the Medeo Solution.

2.      Injunctions. The parties recognize that a failure by Provider to comply with any provision of this Agreement will result in damages to QHR for which it could not be adequately compensated by monetary award. Accordingly, Provider agrees that in the event of such failure (or threatened failure) and in addition to any other remedies available to QHR at law or in equity, QHR shall be entitled as a matter of right, to apply to a court of competent equitable jurisdiction for such relief by way of a restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.

11. LIMITATION OF QHR’S LIABILITY

1.      LIMITATION. IN NO EVENT SHALL QHR BE LIABLE TO PROVIDER FOR ANY CLAIM, DAMAGE, OR INJURY OR LOSS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT (HOWSOEVER ARISING UNDER ANY THEORY OF LAW) IN EXCESS OF THE TOTAL AGGREGATE FEES WHICH QHR RECEIVES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT or as dealt with under an assigned organization agreement.

2.      CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL QHR BE LIABLE TO PROVIDER OR ANY OTHER PERSON FOR ANY THIRD PARTY CLAIMS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (UNDER ANY THEORY OF LAW) HOWSOEVER ARISING OR RELATED TO THIS AGREEMENT EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES ARISING.

3.      Disputes. The parties shall use reasonable efforts to settle any disputes arising out of or related to this Agreement. To the extent permitted by law, and subject to the mandatory arbitration provision detailed in Section 11.4 below, Provider acknowledges, agrees and understands that, with respect to any dispute with QHR or its officers, directors, employees or agents, arising out of or relating to this agreement: (i) Provider hereby gives up any right to have a trial by jury; and (ii) Provider hereby gives up any right to participate as a member of a class of claimants, in any lawsuit including but not limited to class action lawsuits involving any such dispute.

4.      Arbitration.

a.      Except for disputes relating to QHR’s intellectual property rights, all disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by a single arbitrator under an arbitration administered by the British Columbia International Commercial Arbitration Centre, pursuant to its Arbitration Rules.

b.      The place of arbitration shall be Vancouver, British Columbia, and the language English.

c.      Costs of the arbitration shall be at the discretion of the arbitrator.

d.      The determination of the arbitrator shall be final and binding on all parties.

e.      Notwithstanding this Section 11.4, QHR may seek and obtain injunctive relief and other remedies in order to force compliance with the terms of this Agreement or preserve any right it has at law or under this Agreement.

12. GENERAL

1.      Express Consent.  By entering into this Agreement, Providers expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from QHR which messages shall provide information related to the Medeo Solution.  If Provider wishes to use the Medeo Solution on a mobile device, such Provider further expressly consent to the installation of software (and any updates) required to use the Medeo Solution as an application on mobile devices.  Providers may contact QHR at the address, phone number and email located below in order to cancel their consent to receive electronic messages and/or software updates at any time. 

2.      Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. Provider may send notices to 300 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2, +1.855.550.5004, privacy@qhrtech.com and QHR may send any notice to Provider at the Provider Email Address as documented in the Registration Confirmation. Notices will be deemed to have been given upon the next full business day in the Province of British Columbia after being sent.

3.      Time of the Essence. Time shall be of the essence in the performance of all of the Provider’s obligations under this Agreement and of every part thereof, and no extension or variation of this Agreement shall operate as a waiver of this provision.

4.      Entire Agreement. This Agreement (and any Assigned Organization Agreement, if applicable) constitutes the entire Agreement between the parties with respect to all of the matters herein and supersedes and replaces any other prior or contemporaneous agreements of any kind. This Agreement may be amended by QHR at any time.  Use of the Medeo Solution by the Provider, following any such amendment, will constitute acceptance by the Provider of the amendment. If Provider does not agree to any modification of this Agreement, Provider must immediately stop using the Medeo Solution and notify QHR that Provider is terminating the Agreement. Any schedules referred to herein are incorporated herein by reference and form part of this Agreement.

5.      Enurement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees.

6.      Assignment or Subcontract. This Agreement may not be assigned or subcontracted (in whole or in part) by Provider, and any assignment or subcontract is void ab initio.

7.      Force Majeure. QHR shall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the software or systems of a third party. If such a delay occurs, performance obligations shall be deemed extended for a period equal to the delay.

8.      Headings for Convenience Only. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

9.      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and, subject to Section 11.4, each of the parties hereto agrees irrevocably to attorn to the exclusive jurisdiction of the Courts of such Province except for applications for injunctive relief or specific performance by QHR.

10.   Interpretation. In this Agreement, words importing the singular shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word “person” shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

11.   Severability & Waiver. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith those provisions so held to be invalid to be valid, enforceable provisions which provisions will reflect as closely as possible the original intent of the parties, and further agree to be bound by the mutually agreed substitute provision. The failure of QHR to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of QHR’s right to assert or rely upon any such provisions.

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