1. ACCEPTANCE OF TERMS
BY ACCESSING AND USING THE MDC PLATFORM, YOU UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TOU. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TOU, PLEASE DO NOT ACCESS OR USE THE MDC PLATFORM.
DO NOT USE THE PLATFORM FOR MEDICAL EMERGENCIES. IF YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND THE EMERGENCY ROOM OF THE NEAREST HOSPITAL OR HEALTH CENTRE. UNDER NO CIRCUMSTANCES SHOULD YOU ATTEMPT SELF-TREATMENT BASED ON ANY CONTENT (AS DEFINED BELOW).
2. MODIFICATIONS TO THE TOU
Except where prohibited by applicable law, MDC reserves the right to change these TOU at any time without notice. Such modifications shall become effective immediately upon the posting thereof. Your continued access to or use of the MDC platform after any changes to these TOU indicates your acceptance of such changes. It is your responsibility to review these TOU regularly.
MDC reserves the right to change any information, material or content (including, but not limited to, pricing, features and availability of platform services (as defined herein) contained on or provided through the platform (the “content”) at any time, and from time to time, without notice.
3. AVAILABILITY AND USE OF MDC PLATFORM
The MDC Platform is only available to you if you are a temporary or permanent resident of the province of Ontario, British Columbia, Manitoba, Prince Edward Island, Nova Scotia, and Quebec. As a condition of your use of the MDC platform, you warrant that: (1) you have reached the age of majority in your jurisdiction of residence; (2) you possess the legal authority to create a binding legal obligation; (3) you will use the platform in accordance with these TOU; (4) all information supplied by you on the platform is true, accurate, current and complete; and (5) if you are accessing or using the platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these TOU.
MDC retains the right, at its sole discretion, to deny access to anyone to the MDC Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these TOU. You will cease and desist from any such access or use immediately upon request by MDC.
4. GRANT OF LICENSE
If you are a temporary or permanent resident of the province of Ontario, British Columbia, Manitoba, Prince Edward Island, Nova Scotia, or Quebec and subject to these TOU, MDC grants you a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to access the MDC Platform for your own use in accordance with these TOU. Use of the MDC Platform beyond the scope of the authorized access granted to you by MDC immediately terminates this license.
Authorized physicians and authorized non-physician providers such as registered practical nurses, nurse practitioners and pharmacists (collectively, “Authorized Healthcare Professionals”) may provide healthcare services, including telemedicine services (“Healthcare Services”) through the MDC Platform.
You understand that telemedicine involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:
Electronic transmission of medical records, photo images, personal health information, or other data between a patient and healthcare provider; Interactions between a patient and healthcare provider via audio, video, and/or data communications; and use of output data from medical devices, sound, and video files. The electronic systems used in the services will incorporate network and there are restrictions on the Healthcare Services that can be provided through the MDC Platform.
YOU MUST NOT USE THE MDC PLATFORM FOR EMERGENCY NEEDS. IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.
By becoming a Registered User, you consent to Authorized Healthcare Professionals providing Healthcare Services through the MDC Platform.
Authorized Healthcare Professionals are not permitted to prescribe certain kinds of medication including narcotics, controlled substances or other types of controlled medications, non-therapeutic drugs and other drugs which may be harmful because of their potential for abuse.
YOU AGREE THAT ANY PRESCRIPTIONS YOU ACQUIRE FROM AN AUTHORIZED PHYSICIAN OR AN AUTHORIZED NON-PHYSICIAN PROVIDER ARE SOLELY FOR THE PERSONAL USE OF THE INDIVIDUAL NAMED ON THE PRESCRIPTION. YOU AGREE TO FULLY AND CAREFULLY READ ALL PROVIDED PRODUCT INFORMATION AND LABELS, AND TO CONTACT A PHYSICIAN OR PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE PRESCRIPTION OR MEDICATION.
Authorized Healthcare Professionals have the discretion to refuse or discontinue the provision of Healthcare Services to any Registered User at any time, including for actual or potential misuse of the Healthcare Services by a Registered User.
6. DEALINGS WITH OTHER REGISTERED USERS
If there is a dispute between Registered Users of this site, or between Registered Users and any third party, you understand and agree that MDC is under no obligation to become involved. In the event that you have a dispute with one or more other Registered Users, you hereby release MDC and its representatives (and their respective officers, employees, agents and successors in rights) from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or the MDC Platform.
7. PRIVACY AND INFORMATION DISCLOSURE
You agree that a Registered User is not permitted to have more than one Registered User profiles on the MDC Platform. You further agree that you will not, in connection with you as a Registered User do anything in connection with the MDC Platform that:
- is unlawful;
- is harmful, threatening, abusive, harassing, defamatory, pornographic, profane or otherwise inappropriate;
- includes personal or identifying information about another person without that person’s explicit consent;
- impersonates any person or entity, including, but not limited to, a MDC employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;
- infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person, or that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- 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 telecommunications equipment.
9. LIMITATIONS ON SERVICE
You agree that MDC has no responsibility or liability for the deletion or failure to store or provide any content maintained or transmitted by the MDC Platform. You acknowledge MDC reserves the right at any time to modify or discontinue the MDC Platform (or any part thereof) with or without notice, and that MDC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the MDC Platform.
10. TERM AND TERMINATION OF SERVICE
These TOU will commence on the day you first use the MDC Platform and will continue into force until terminated by either party as described below (the “Term”). Either party may terminate these TOU as follows: (1) MDC may terminate these TOU at any time and with immediate effect by giving notice to you, at MDC’s discretion, by email (at your current email address on file with MDC) or through the MDC Platform; (2) you may terminate these TOU at any time and with immediate effect by requesting (by email or through any then-available interfaces on the MDC Platform) that your User Account be deleted or deactivated and ceasing use of the MDC Platform.
Further, you agree that MDC shall not be liable to you or any third-party for any termination of your access to the MDC Platform. Further, you agree not to attempt to use the MDC Platform after said termination. The disclaimers, limitations on liability and indemnity clauses shall survive termination of the TOU, as shall any other provision which by its nature ought to survive termination.
11. OWNERSHIP AND PROPRIETARY RIGHTS
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the MDC Platform, are owned or licensed by MDC and are protected by copyright, trade-mark and other intellectual property laws.
MDC expressly reserves all rights in the MDC Platform, and all materials provided by MDC in connection with these TOU that are not specifically granted to you. You acknowledge that all right, title and interest in the MDC Platform, all materials provided by MDC in connection with these TOU (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with MDC (or third party suppliers, if applicable), and that the MDC Platform, and all materials provided by MDC hereunder are licensed and not “sold” to you.
OTHER THAN FOR YOUR PERSONAL CONFIDENTIAL USE, YOU FURTHER AGREE NOT TO REPRODUCE, DUPLICATE OR COPY WHETHER BY PRINTING OR SAVING TO A DESKTOP, CONTENT FROM THE MDC PLATFORM WITHOUT THE EXPRESS WRITTEN CONSENT OF MDC, AND AGREE TO ABIDE BY ANY AND ALL COPYRIGHT NOTICES DISPLAYED ON THE MDC PLATFORM. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN THE MDC PLATFORM.
Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the MDC Platform.
12. NO UNLAWFUL OR PROHIBITED USE
You will not, without MDC’s prior written permission, use the MDC Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (1) ‘frame’, ‘mirror’ or otherwise incorporate the MDC Platform or the Content or any part thereof on any commercial or non-commercial website; (2) access, monitor or copy any part of the MDC Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (3) violate the restrictions in any robot exclusion headers on the Content or the MDC Platform or bypass or circumvent other measures employed to prevent or limit access to the MDC Platform; (4) take any action that imposes, or may impose, in MDC’s discretion, an unreasonable or disproportionately large load on the MDC Platform; (5) deep-link to any portion of the MDC Platform for any purpose; (6) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the MDC Platform or the Content; (7) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the MDC Platform or any Content, including any modification for the purpose of disguising or changing any indications of the ownership or source of the MDC Platform or the Content; (8) use the MDC Platform or the Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by MDC and only in the exact manner specified and enabled by MDC; (9) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the MDC Platform or the Content; (10) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the MDC Platform or the Content; (11) create derivative works based on the MDC Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the MDC Platform or the Content; (12) use the MDC Platform in a manner that violates the rights (including to intellectual property rights) of any third party, including by providing, uploading or transmitting any User Content that violate such third-party rights; or (13) upload to or transmit through the MDC Platform any User Content that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by MDC in its sole discretion.
12. THIRD PARTY WEBSITES
The MDC Platform may provide links to third party websites. MDC does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under MDC’s control, and if you choose to access any such web site, you do so entirely at your own risk.
The downloading and viewing of Content is done at your own risk. MDC cannot and does not guarantee or warrant that the MDC Platform or the Content are compatible with your computer system or that the MDC Platform or the Content, or any links from the MDC Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the MDC Platform
14. COMMUNICATIONS NOT CONFIDENTIAL OR SECURE
MDC does not guarantee the confidentiality of any communications made by you through the MDC Platform. Although MDC generally adheres to the accepted industry practices in securing the transmission of data to, from and through the MDC Platform, you understand, agree and acknowledge that MDC cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the MDC Platform.
15. DISCLAIMER AND LIMITATION OF LIABILITY
The laws of certain jurisdictions, including Quebec, do not allow the exclusion or limitation of legal warranties, liability or certain damages or limitations of representations made concerning goods or services. If these laws apply to you, some or all of the below exclusions or limitations may not apply to you.
Although we strive to update and keep accurate as much as possible the Content contained on the website, errors and/or omissions may occur. Accordingly, the MDC Platform and the Content are provided “as is” without warranty or condition of any kind. Use of the MDC Platform or the Content is at your own risk. MDC does not make any representations, warranties or conditions about the quality, accuracy, reliability, completeness, currency, or timeliness of the MDC Platform or the content. The Platform and the Content may include errors, omissions and inaccuracies, including, without limitation, pricing errors. MDC does not assume any responsibility for any errors, omissions or inaccuracies in the MDC Platform or the Content. In addition, MDC expressly reserves the right to correct any pricing errors on the MDC Platform.
To the fullest extent permitted by law, MDC disclaims all warranties, representations and conditions of any kind with respect to the MDC Platform and the content whether express, implied, statutory or collateral, including any implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose or non-infringement, that arise out of a course of dealing or trade, or that the MDC Platform or the Content are or will be error-free or will operate without interruption. In no event will MDC be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not MDC is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the MDC Platform or the Content.
You acknowledge and agree that MDC does not provide medical advice, diagnosis, or treatment, and is strictly a technology platform and infrastructure for connecting patients with independent third-party Authorized Healthcare Practitioners, including nurse practitioners, physicians and other Authorized Healthcare Practitioners in MDC’s network. You acknowledge and agree that the Healthcare Practitioners using the MDC Platform are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical and clinical services, including diagnosis, treatment and medication decisions, and other professional healthcare services performed, and that all diagnoses, treatments, prescriptions and other professional healthcare services will be provided and performed exclusively by or under the supervision of Authorized Healthcare Practitioners, in their sole discretion, as they deem appropriate.
To the extent that the foregoing limitation does not apply, in no event will the total aggregate liability of MDC in connection with or under these TOU or your use of, or inability to make use of, the MDC platform or the content, or for any other claim related in any way to your use of, or inability to make use of, the MDC platform or the Content exceed the aggregate amount of the fees paid by you for a one year period. For greater certainty, the existence of one or more claims under these TOU will not increase the maximum liability amount.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You will defend, indemnify and hold harmless MDC and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
- your breach of any of your warranties, representations or obligations under these TOU
- your violation of any applicable law or the rights of a third party (including intellectual property rights);
- your use of the MDC Platform or the Content.
In particular, you agree to indemnify and hold harmless MDC, its affiliates, members, officers, employees, agents, sponsors, and licensors for any injury, including but not limited to bodily harm or death, to you or any third party that may result from the use of or reliance on any Content.
17. GEOGRAPHIC APPLICATION OF THE MDC PLATFORM
Not all of the services described on the MDC Platform are available in all jurisdictions. Furthermore, nothing on the MDC Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law. Specifically, you acknowledge and agree that the services and/or material described on the MDC Platform, or the Healthcare Services available through the MDC Platform, are not appropriate or available for use in locations outside Canada, and may not function in all locations within Canada.
All Authorized Healthcare Practitioners on the MDC Platform are licensed or accredited to practice their applicable regulated health profession by the applicable regulatory authority in the province or territory of Canada where they practice.
You can report a complaint relating to Healthcare Services provided by a Healthcare Practitioner on the Platform by contacting the professional regulatory college(s) in the province(s) where the Healthcare Services were received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional regulatory college(s) that licenses, registers, or certifies the licensee.
19. GOVERNING LAW AND JURISDICTION
Unless the applicable laws of your jurisdiction, such as Quebec, require that the laws of your jurisdiction govern, you hereby agree that (a) all aspects of the relationship between you and MDC (as well as its agents, delegates, employees, and any Authorized Healthcare Practitioners or PHAs), including without limitation any Healthcare Services provided to you, and (b) the resolution of any and all disputes arising from or in connection with that relationship, including any disputes arising under or in connection with these TOU, shall be governed by and construed in accordance with the laws of the province of Ontario, British Columbia, Manitoba, Prince Edward Island, Nova Scotia, and Quebec (other than conflict of laws rules) and the laws of Canada applicable therein. You hereby acknowledge that the Healthcare Services received by you will be provided in Canada and that the Courts of Ontario, British Columbia, Manitoba, Prince Edward Island, Nova Scotia, and Quebec shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding or cause of action, whatsoever arising from or in connection with those Healthcare Services, or from any other aspect of the relationship between you and MDC.
These laws apply to your access to or use of the MDC Platform or the Content, notwithstanding your domicile, residency or physical location. The MDC Platform and the Content are intended for use only in jurisdictions where they may be lawfully offered for use. If any provision of the present TOU shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these TOU and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these TOU and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue us as an individual. You agree that you will not file a class action, or participate in a class action.
20. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY
These TOU constitute the entire agreement between MDC and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and MDC with respect to the MDC Platform. A printed version of these TOU and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Headings are inserted for convenience of reference only and will not affect the construction or interpretation of these TOU. The word ‘including’ or ‘includes’ means ‘including (or includes) without limitation’.
MDC’s failure to insist upon or enforce strict performance of any provision of these TOU will not be construed as a waiver of any provisions or right.
If any of the provisions contained in these TOU are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.
You agree that it is the express wish of the parties that these TOU and all related documents be drawn up in English. Vous êtes d’accord que c’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
21. GENERAL PROVISIONS
The TOU constitutes the entire agreement between you and MDC and govern your use of the MDC Platform, superseding any prior agreements between you and MDC in respect of the MDC Platform. The TOU and the relationship between you and MDC shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You and MDC agree to submit to the non-exclusive jurisdiction of the courts located in Toronto, Ontario. The failure of MDC to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.