Terms of Service
1.- Agreement
- The Clinic hereby engages Medimap, and Medimap hereby accepts such engagement to provide the Clinic with non-exclusive marketing and technology services by connecting the Clinic to potential patients (“Patients”) through the Patient’s use of Medimap’s online platform (the “Product”), solely in accordance with the terms and conditions of this Agreement.
- Medimap may connect the Clinic with Patients but shall not participate in any Patient meetings, diagnosis or other health care related services (“Services”). Medimap makes no representation or warranty about the suitability of any Patients connected with the Clinic for the delivery of Services through the use of the Platform, and neither the Clinic, nor any of its principals, directors, officers, employees or practitioners, should in any way rely on Medimap to perform any due diligence with respect to the credibility or suitability of any Patient for the delivery of Services through the use of the Product.
- The terms and conditions under which the Clinic shall offer its Services shall be determined by the Clinic in its sole discretion. Nothing in this Agreement shall obligate the Clinic to actually offer or provide Services to any Patient. The Clinic may terminate any discussions with a Patient at any time and has the right not to proceed with the providing of Services without any liability or obligation owing to Medimap, other than the payment of compensation to Medimap under Section 2.
2.-Compensation
2.1 The Clinic agrees to pay to Medimap a marketing and technology fee as specified in the checkout page for use of the product. (the “Fee”).
2.2 Invoices for any unpaid Fees will be issued by Medimap to the Clinic at the end of each month (each, an “Invoice”). Any unpaid Fees at the time when the Invoice is issued are payable by the Clinic within thirty (30) days of the date of the Invoice unless otherwise agreed in writing by Medimap. Interest at the rate of 18% per annum shall be payable by the Clinic on all amounts not paid within thirty (30) days of the date of an Invoice. If payment is not received by Medimap within forty-five (45) days of the date of any Invoice issued to the Clinic, Medimap may suspend the use of the Product by the Clinic and Medimap shall not be required to allow the Clinic to resume the use of the Product until it has received payment in full of its outstanding Invoices. Medimap further reserves the right to send overdue receivables to third parties for debt collection.
2.3 Medimap will not make amendments or adjustments to the invoices unless notified within one week receipt of the invoice.
3.-Press Releases and Publicity
The Clinic shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Medimap, except to the extent that the Clinic (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.
4.- Independent Contractor
Medimap is an independent contractor of the Clinic, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between the Clinic and Medimap for any purpose. Neither Party has any authority (and shall not hold itself out as having authority) to bind the other Party and neither Party shall make any agreements or representations on the other Party’s behalf without the other Party’s prior written consent.
5.- Term
5.1 The term of this Agreement commences on the date of this Agreement and will continue in monthly increments until terminated as set forth in this Section. If termination occurs in the middle of a billing cycle the clinic will owe the remainder of that month’s fee and will not be prorated. Medimap may immediately terminate or suspend this Agreement, any rights granted herein, and/or the Clinic’s access to the Product, in its sole discretion at any time and for any reason, by providing notice to the Clinic or revoking access to the Product. In addition, this Agreement will terminate immediately and automatically without any notice if the Clinic violates any of the terms and conditions of this Agreement. The Clinic may terminate this Agreement at any time by ceasing its access to and use of the Product or by providing Medimap with at least thirty (30) days prior written notice of termination. Upon termination of this Agreement for any reason, all rights granted to the Clinic under this Agreement will also terminate. Termination will not limit any of Medimap’s rights or remedies at law or in equity.
5.2 Following any termination of this Agreement by either Party, no Party shall have any further obligation to the other with respect to the Agreement, except as to the obligations set forth in Section 2 and those other provisions of the Agreement which specifically set forth their survival beyond the termination of the Agreement. For greater certainty, the termination of this Agreement will not release, discharge or otherwise affect the obligation of the Clinic to pay for the use of the Product before the termination took effect and all Fees owing under this Agreement shall become due and payable within thirty (30) days of Medimap providing the Clinic with the final Invoice for the use of the Product (the “Final Invoice”). Interest at the rate of 18% per annum shall be payable by the Clinic on all amounts not paid within thirty (30) days of the date of the Final Invoice
6.- Non-Solicitation
The Clinic agrees that neither the Clinic, nor any of the Clinic’s assigns, affiliates, successors, directors, executors, administrators, employees, staff, partners, contractors or agents of any kind, as applicable, will or shall solicit any of Medimap’s staff, employees, independent contractors, clients, merchants or any partner, confidential industry contact or processor, directly or indirectly, for the purposes to hire, employ directly or indirectly, provide or obtain services or products that are substantially or even inferentially similar or compete directly or indirectly with those provided by Medimap, which shall include without limitation, the Product, in any form or manner, nor seek to circumvent any items or responsibilities outlined in this Agreement herein, for a period of no less than two (2) years after the termination of this Agreement, for any reason, without the prior written consent of Medimap. The Clinic also agrees that this section shall survive any such termination of this Agreement.
7.- Confidentiality
7.1 “Confidential Information” shall mean information and data belonging or relating to the business of a Party and is identified as proprietary to that Party or their respective directors, officers, employees, contractors, practitioners, legal representatives, and advisors or is marked as “Confidential Information.” Should either Party to this Agreement disclose to the other any of such Party’s Confidential Information (the “Disclosing Party”), the Party receiving the Confidential Information (the “Receiving Party”) shall maintain the Confidential Information in confidence, shall use at least the same degree of care to maintain the confidentiality of the Confidential Information as it uses in maintaining the confidentiality of its own proprietary information (but no less than reasonable care), shall use the Confidential Information only for the purpose of performing its obligations and/or exercising its rights under this Agreement unless otherwise agreed in writing by the Disclosing Party, and shall deliver to the Disclosing Party, in accordance with any request from the Disclosing Party, all copies, notes, computer memory media and all other materials containing any portion of the Disclosing Party’s Confidential Information which reasonably is not required by the Receiving Party to perform its obligations under and/or to exercise its rights under this Agreement. No Receiving Party shall disclose any Disclosing Party’s Confidential Information to any person except those of the Receiving Party’s employees, consultants and advisors having a need to know in order to accomplish the purposes and intent of this Agreement, and shall ensure that each such employee, consultant and advisor complies with the terms of this Section.
7.2 The Receiving Party shall not have any obligation with respect to any portion of Confidential Information of the Disclosing Party which: (i) was known to the Receiving Party prior to receipt from the Disclosing Party; (ii) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (iii) is or becomes publicly available other than as a result of any act or failure to act by the Receiving Party; (iv) is required to be disclosed pursuant to subpoena or other legal process, provided that the Disclosing Party is given prior notice of such disclosure so that the Disclosing Party may contest the disclosure of the Confidential Information; or (v) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent.
7.3 The Receiving Party will, upon the written request of the Disclosing Party, and in any event upon termination of this Agreement for any reason, return promptly to the Disclosing Party, or destroy, and provide written certification of the destruction of, all documents, physical or tangible manifestations and electronic and computerized forms of the Confidential Information received from the Disclosing Party, including all copies, reproductions and applications of the Confidential Information, but the Receiving Party will be entitled to retain copies of these records only as may be necessary to establish its satisfactory performance of its obligations under this Agreement and to comply with applicable laws, the requirements of any governmental authority, or audit requirements.
7.4 The Receiving Party shall not reproduce, copy or otherwise duplicate any information supplied by the Disclosing Party to the Receiving Party.
7.5 Nothing in this Agreement shall serve to transfer to the Clinic intellectual property rights owned or claimed by Medimap. Without limiting the foregoing, the Clinic does not acquire any rights by way of license or otherwise under any patents, copyrights, trade secrets, trademarks or other form of intellectual property embodied in or employed by the Product. The Clinic agrees not to attempt to (a) copy, reverse engineer or de-compile the Product; or, (b) otherwise use the Product in any manner to develop a competing product, or assist any third party to do any of the foregoing.
8.- Indemnification; Warranty; Limitation of Liability
8.1 The Clinic shall defend and indemnify, and save and hold harmless Medimap and its affiliates and each of their respective directors, officers, employees, partners, shareholders and representatives (each of the foregoing being a “Medimap Indemnified Party”) from and against any and all liabilities, losses, damages, claims, causes of action and expenses, joint or several, of any nature (including reasonable attorneys’ fees and the aggregate amount paid in reasonable settlement or in enforcing this indemnity) (collectively, “Losses”) incurred by such Medimap Indemnified Party in connection with any third party claim, action, threatened action, proceeding, investigation, lawsuit or other judicial proceeding (each, a “Claim”) arising out of or as a result of or from, or based upon, directly or indirectly, whether or not covered by insurance (including self-insured insurance and reserves) (i) any material breach by the Clinic of any agreement, covenant, condition or obligation set forth herein; (ii) any violation of any law or regulation applicable to the Clinic by the Clinic or its affiliates, officers, directors, employees or representatives, as applicable; or (iii) the willful misconduct or gross negligence of the Clinic or its affiliates, officers, directors, employees, agents or representatives, as applicable, in relation to this Agreement or the Services provided by the Clinic, including, but not limited to, any misdiagnosis, delayed diagnosis of a medical condition, illness or injury, incorrect or delayed treatment or some other form of medical malpractice; provided, however, that in no event shall the Clinic be obligated for any Losses that are determined by a final non-appealable judicial determination of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of a Medimap Indemnified Party.
8.2 Medimap shall defend and indemnify, and save and hold harmless the Clinic and its directors, officers, employees, partners, shareholders and representatives, as applicable, (each of the foregoing being a “Clinic Indemnified Party”) from and against any third party Claim, whether or not covered by insurance (including self-insured insurance and reserves), that result from (i) any material breach by Medimap of any agreement, covenant, condition or obligation set forth herein; (ii) any material violation of any law or regulation applicable to Medimap by Medimap or its officers, directors, employees, agents or representatives in relation to this Agreement; and (iii) the willful misconduct, bad faith or gross negligence of Medimap or its affiliates, officers, directors, employees, agents or representatives, as applicable, in relation to this Agreement; provided, however, that in no event shall Medimap be obligated for any Losses that are determined by a final non-appealable judicial determination of a court of competent jurisdiction to have resulted from the negligence or willful misconduct of a Clinic Indemnified Party.
8.3 The Clinic expressly agrees that any and all claims which it has or hereafter may have against Medimap, whether such claims are in contract, negligence or otherwise, shall be limited to the Fees paid by the Clinic to Medimap in accordance with this Agreement.
8.4 Medimap shall not in any event be liable for any loss which is occasioned by any delay beyond the control of Medimap, or for any loss which in any manner relates to a loss of earnings, profits or products, economic loss, delay, business interruption or which relates to special damages or consequential damages caused in any manner whatsoever, or any other damages which are not direct damages flowing from a breach of Medimap’s duties and responsibilities pursuant to this Agreement or its standard of care.
8.5 Medimap’s employees shall have no personal liability to the Clinic in respect of the Patients connected to the Clinic, whether in contract, negligence or otherwise, and the Clinic will not bring any claim or legal proceedings against any of Medimap’s employees or principals in their personal capacity.
8.6 Medimap shall have no liability to any Patient of the Clinic with respect to any subject matter of this Agreement or any dispute arising out of the relationship between Medimap and the Clinic or any Patient under any law pertaining to contract, negligence, strict liability, or under any other theory of legal liability for any reason whatsoever.
8.7 EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, MEDIMAP MAKES NO WARRANTIES TO THE CLINIC AND THE CLINIC MAKES NO WARRANTIES TO MEDIMAP, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, EACH OF THE PARTIES HERETO EXPRESSLY DISCLAIMS, AND EACH PARTY EXPRESSLY WAIVES, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED INTO THIS AGREEMENT, SHALL CONSTITUTE WARRANTIES OF ANY KIND.
8.8 Without limiting the generality of the foregoing, Medimap is providing the Product “as is” with all faults as may subsist therein, and makes no warranty that the Product will be error free, that the Clinic will enjoy uninterrupted use of the Product, that any errors or other defects in the Product will be corrected within any specified period of time, or that the use of the Product will not infringe any intellectual property right of any third party.ok/,./
9.- General
9.1 The provisions of Sections 6, 7 and 8 will survive the termination of this Agreement.
9.2 This Agreement shall be construed in accordance with the laws of the Province of British Columbia. Any action, proceeding or litigation relating to or arising from this Agreement shall be brought in the Province of British Columbia, Canada.
9.3 Amendments. Medimap may periodically change the terms of this Agreement in its sole discretion upon providing thirty (30) days written notice via email to the Clinic. After such notice period, the amended terms of the Agreement shall be effective immediately without further action on the part of Medimap, and continued use of the Product by the Clinic after such notice period constitutes acceptance of such revised terms.
9.4 Neither Party can assign its or his rights or entitlements hereunder to any other party without the express prior written consent of the other Party, such consent not to be unreasonably withheld. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and permitted assigns of the Parties to this Agreement.
9.5 If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
9.6 The Parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
9.7 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and all of which together shall constitute one instrument. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
9.8 The services provided by “the clinic” will adhere to all relevant legal requirements and regulations within its province of operation. The clinic has obtained all necessary approvals and authorization to legally offer its services for their intended purpose.
