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Terms of Use

Last update: May 2022

These Terms of Use (the “Terms”) are between us, the Contracting Entity, as defined below (“Petal,” “we,” “us”) and you, the user of the Services defined below (“you,” the “User”). These Terms are effective upon your acceptance when you create an account to use our Services, and will remain in effect for as long as you use our Services (the “Term”). They set out your rights and obligations when using our Services.

For more information about how we process your personal data when you use our Services, please see our Privacy Policy.

1. Contracting Entity

If you are located in Europe, the Contracting Entity is Petal Solutions Europe B.V., having its registered address at 140 bis rue de Rennes 75006 Paris, unless otherwise specified in the Service Agreement.

If you are located anywhere else in the world, the Contracting Entity is Solutions Petal, Inc. located at 350 Charest Blvd East, Suite 300, Quebec City, Quebec G1K 3H5, Canada.

For questions or comments about these Terms, please email us at legal@petalmd.com.

2. Definitions

Customer” means the entity, organization, individual or any other person specified in an offer between Petal and the Customer granting you access to the Services and subject to the Service Agreement. If you are an independent professional, you may also be the Customer, in which case you are subject to the Service Agreement and these Terms.

Intellectual Property” means our intellectual property, including our trade secrets, computer codes and programs, trademarks, methodologies, patents and any intellectual property rights provided by law or under civil or common law principles, whether such Intellectual Property is registered or not, including all applications, registrations and rights relating to such Intellectual Property. Without limiting the generality of the foregoing, our Intellectual Property includes the mobile application and the Petal Platform.

Confidential Information” means all of our Confidential Information, as well as that of our Representatives, including our trade secrets, to which you may have access in connection with your use of the Services. Our Confidential Information is an integral part of our Intellectual Property.

Representatives” means our affiliates, employees, directors, officers, developers and subcontractors.

Services” means our web-based platform (the “Petal Platform”), mobile application (the “App”), technical support services, professional services such as training and coaching, deployment services, software development services and any other services that we make available from time to time and access to which the Customer has granted you, all of which exclude Third-party Services.

Third-party Services” means any product, service, application, technology or software that is not included in the Services. Third‑party Services include those integrated by the Customer through a programming interface, as well as links to third-party web pages, if any.

3. Service access and account creation

You acknowledge that the Services may not be available in all languages or in all parts of the world. We make no representations or warranties as to the availability of the Services, except as agreed between the Customer and Petal in the Service Agreement.

To access and use the Services, you must log in with an account. You represent that the information you provide us is accurate and current. It is your responsibility to update your account information to ensure that you continue to receive communications from us regarding your use of the Services, including any important notices. We are not responsible if you do not receive our notices because you failed to update your information.

You are responsible for keeping your login credentials confidential. We cannot be held liable for any damage or loss from the communication or loss of your login credentials, including as a result of a privacy incident, unauthorized account access or data theft. If you have any reason to believe that your account has been compromised, please contact the Customer as soon as possible to change your password. The Customer is responsible for managing user accounts, including revoking Petal Platform user access and changing passwords when there is a risk that login credentials may have been compromised. Neither Petal nor its Representatives are responsible for managing the users, settings or configuration of the Services by the Customer.

You are responsible for actions performed on your account, including by your agents and representatives.

Services may include Third-party Services. Third-party Services may follow different practices with respect to the security or privacy of data you share with them through integration or otherwise. Neither Petal nor its Representatives are responsible for Third-party Services, whether they are provided by authorized business partners or not.

4. Acceptable use of Services

You understand that your use of the Services is subject to the rules set out in this section, and that if you violate these rules or these Terms, we reserve the right to suspend or terminate your access to the Services, with or without notice.

You represent and warrant that you will not (and will not permit anyone else to):

- Use the Services for unlawful, malicious, defamatory, harassing or fraudulent purposes, including stealing someone’s identity or processing personal information in violation of applicable law

- Provide false, inaccurate, misleading or incomplete information, including for the purpose of committing Fraud

- Tamper with the Services’ security features, including disabling or circumventing features that prevent or restrict their use or copying any content on the Petal Platform by reverse engineering or attempting to view the source code of any portion of the Services, including the Petal Platform, except to the extent that such activity is expressly permitted under applicable law

- Use a robot or any other device for indexing, scraping data, sharing or recording screens or linking data when accessing the Services, including collecting personal or confidential information without right, except with our express consent

- Intentionally or negligently upload viruses, spyware, malware or corrupted files

- Create a derived version or copy the Platform or App or create products or services that compete with the Services offered by Petal. This includes any reverse engineering, except as permitted by law

- Share access among users or with third parties, including through general access accounts, sharing environments or otherwise

- Allow third parties, particularly competitors, to access the Services

- Use the Services for product evaluation and benchmarking, whether for publication or not, except with our express consent

 

The Services must be used for the purposes of managing healthcare professionals, scheduling appointments, coordinating medical care and any other authorized purposes specified in the documentation. If you use the Services for any other purpose, including storing medical records or health information, neither Petal nor our Representatives will be liable for such use.

If information is important or needs to be saved in patient records or archived, it must be filed appropriately. The processing of sensitive personal information is subject to specific obligations under different laws and our Services may not be suitable for storing or archiving this type of personal information.

5. Features of the Services

You understand that the Services contain features that allow for the automation of certain tasks, such as managing schedules and scheduling patient appointments. The results of these features depend on the data collected from users and patients, and errors can sometimes occur. It is your responsibility to verify the automated coordination of your schedules and client appointments, if any. The Customer determines how these features are set up and neither Petal nor its Representatives will be held liable, including for any errors resulting from their use.

Any automation or use of analytical data, analytical services, predictive algorithms or artificial intelligence is (a) at your own risk and (b) subject to your professional judgment. It is your responsibility to determine whether such use is appropriate for your practice.

Certain data relating to the use of the Services is shared with the Customer, specifically in the form of business intelligence to improve how the Services work. Please refer to your organization’s personal data processing policies for more information, including any Privacy Policy. Where applicable, you are responsible for notifying your patients that their personal data is processed in accordance with applicable law, in keeping with your legal obligations.

6. Specific rules for using the App

If you download the App through the App Store on Apple or the Google Play Store on Android, this section applies.  These Terms of Use are between us and you, not with Apple or Android. Petal is responsible for the App, subject to the applicable limitations in these Terms of Use. 

In the event of a conflict between these Terms and the Apple Media rules for use available at this URL: https://www.apple.com/legal/internet-services/itunes/us/terms.html and the Google Play rules for use available at this URL: https://play.google.com/about/play-terms/index.html, and as amended from time to time (the “Rules for Use”), the “Rules for Use” shall prevail. You further acknowledge that you have read these Rules for Use.

Subject to the Terms, we grant you a limited, non-transferable, non-sublicensable, non-exclusive licence to use the App, in accordance with the Rules for Use, to install and use the App on Apple and Android products.

You acknowledge that Apple and Android are under no obligation to provide technical support or maintenance services in connection with the App. We are solely responsible for providing such services, as required by applicable law and subject to the Service Agreement. That also means that we are solely responsible for any warranties relating to our App, whether express or implied by law, to the extent not effectively disclaimed. If you fail to comply with any of the warranties herein, you may notify Apple and Android, but their sole responsibility will be to refund any fees related to the App, and in this case, there are none. Apple and Android will have no further responsibility with respect to the warranties herein, if any, including any damages, claims, losses, liabilities, costs or expenses attributable to any breach of our warranties.

Therefore, we assume responsibility for handling any claim or complaint you submit regarding the App or your possession or use thereof, including, but not limited to: (a) product liability claims, (b) any claim that the App does not comply with an applicable legal or regulatory requirement and (c) claims arising under consumer protection, privacy or similar legislation. We do not limit our liability beyond what is permitted by applicable law.

In the event of a claim by a third party that your use of the App infringes on the intellectual property rights of a third party, we, not Apple or Android, will be responsible for investigating, defending, settling and discharging any such claim. However, these rights will be exercised by the Customer, pursuant to and subject to the Service Agreement. These Terms make no warranty to that effect.

You agree to comply with the terms and conditions of Third-party Services when using the App. For example, you agree to comply with your wireless data provider’s terms and conditions when using the App.

We and you agree and acknowledge that Apple and its affiliates and Android and its affiliates are third-party beneficiaries of these Terms as they relate to the App and its use in connection with an Apple or Android product. Upon your acceptance of these Terms, Apple and Android will be entitled to enforce these Terms against you as a third-party beneficiary.

7. Intellectual Property

The Services, including the App and the Platform, are our Intellectual Property. All rights not granted herein are reserved. If you send us suggestions, recommendations, feedback or comments regarding the Services (“Submissions”), you acknowledge that we may make commercial use of them and you waive all rights to such Submissions or, where such waiver is not permitted, you assign your rights to such Submissions to us and we hereby accept such assignment.

8. Limitation of liability

Our sole liability for the Services is as provided in the Service Agreement. We have no direct liability to you, except to the extent required by law. That means you cannot claim damages if you believe that we are in breach of these Terms. The Customer has recourse against us; please contact your employer. 

You waive any and all recourse against us, including class actions, and you acknowledge that only the Customer may exercise such remedies under the terms of the Service Agreement.

If you are an independent professional, the Service Agreement also applies to you and your remedies are set forth therein.

Therefore, in accordance with applicable law, neither Petal nor its Representatives have any legal liability to you and cannot be held liable for any damages, whether direct, indirect, consequential, special, statutory, contractual or otherwise. If you are located in Quebec, this exclusion of liability does not apply to the extent excluded by law, including personal injury or death. Except as stated herein and subject to applicable law, we make no representations or warranties with respect to the Services, except as set forth in the Service Agreement between the Customer and Petal.

9. Termination and suspension

We reserve the right to suspend or terminate your right to access or use the Services, if you are in material breach of these Terms, at our discretion. Neither Petal nor its Representatives will be held liable for any damages resulting from such suspension or termination.

You may terminate these Terms at any time by asking the Customer to delete your account.

In the event of termination or expiration of these Terms for any reason whatsoever, those sections that by their nature are intended to survive such termination or expiration will survive, including any limitations or exclusions of liability or warranty for the benefit of Petal.

10. Changes

We may make changes to our Services at any time, including adding or changing features.

We may also modify these Terms at any time, including to comply with applicable law or to add terms and conditions for new features. If we do so, we will provide you with written notice of the changes. If you use or access the Services after receiving such notice, you will be deemed to have consented to such changes. If, however, you do not agree with the changes, you may stop using our Services at any time by asking the Customer to delete your account. These Terms terminate upon deletion of your account or as otherwise provided herein.

11. Export controls and sanctions

These Terms are subject to any applicable restrictions on the export of the Services, including the App and the Platform and the technical information related thereto (the “Product”). These restrictions include restrictions in force in the United States, Canada, Europe and all applicable countries. You may not export or re-export, directly or indirectly, the Product to any jurisdiction or in any manner not permitted by applicable law, including any applicable sanctions, and to any country in which an export licence is required.

You represent and warrant that (a) you are not located in a country that is embargoed by the government of the United States, Canada or a country of the European Union or that they have designated as being a “state sponsor of terrorism” or subject to sanctions; and (b) you are not on any list of persons banned or restricted by those governments.

12. General

These Terms are governed by the laws in effect in the Province of Quebec and the applicable federal laws of Canada. The courts of the Province of Quebec shall have exclusive jurisdiction to settle any dispute arising out of these Terms.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will not affect the validity or enforceability of the remaining sections of these Terms. Our failure to insist upon strict performance of any provision of these Terms shall not be construed as a waiver of such provision or of our legal rights.

Subject to the Service Agreement, we may assign or transfer these Terms with or without notice. These Terms will apply to any party to whom these Terms are assigned or transferred. You may not assign or transfer these Terms to any third party under any circumstances, including any obligation or right therein. Any such assignment or transfer will be of no effect.

Neither you nor we will contest the validity or enforceability of these Terms or any related documents as they have been accepted or executed in electronic form. These Terms constitute the entirety of the terms and conditions applicable to your use of the Services and supersede any prior or contemporaneous versions, communications, proposals or representations, whether oral or written, with respect to the Services or any other matter covered by these Terms of Use.

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