1. EFFECTIVE DATE AND APPLICABILITY

1.1       Effective Date. This Agreement is effective upon the earlier of the execution of the first Service Order or access to or uses of the Subscription Services and/ or Professional Services, (hereinafter “Effective Date”). You represent, warrant and acknowledge that by signing the Service Order, you have the authority to bind the Client.

1.2       Agreement. The Service Order, together with this Master Service Agreement, the Licensing Terms, if Subscription Services are purchased, Privacy Policy, and Change Requests if any, and their respective exhibits, attachments, supplemental terms and specification, whether attached hereto or incorporated by reference, form the “Agreement”.

1.3       Services. Subject to and conditional on Client’s payment of all Fees and other amounts due, as well as its compliance with all other terms and conditions of this Agreement, Supplier hereby authorizes Client to access and use, solely in the Territory and for the Permitted Purposes and only during the Service Term, the Services as Supplier may supply or make available to Client in accordance with the terms and conditions of the Agreement. All obligations set forth in the Agreement are also applicable to its Users. Client is responsible for activities on Users’ accounts, and to interface with them, ensure that they comply with the Agreement and for their failure to do so.

2. PROVISION OF SERVICES

2.1       Services Provided. Supplier shall provide the Services described in the Service Order in accordance with the Agreement. The Services may be provided as Subscription Services, or Professional Services, the whole as described in the Service Order.

2.2       Change Request.  The Service Order may only be modified through a Change Request mutually agreed upon by the parties. The methods and means of providing the Services shall be under the exclusive control, management and supervision of Supplier. Client acknowledges that to provide the Services, Supplier may require remote access to Client systems, and Client agrees to grant to Supplier a limited, non-exclusive and royalty-free license to access and use its system, and a right to access Client’s premises, personnel and data, as required to perform the Services and to provide reasonable support to Supplier.

2.3       Third-Party Services. Supplier does not provide and is not responsible for any Third-Party Services as may be required to use the Services, which will be sourced from third parties and under Client’s sole responsibility as further detailed in the Licensing Terms. Client will maintain Third-Party Services as may be required.

2.4       End Client. The Client represents and warrants that it has the authorizations, and all consents required, if any, to enable Supplier to provide the Services.

3. USAGE RIGHTS

3.1       Usage of the Services. During the term, and in accordance with this Agreement, Supplier grants to the Client a right to use the Services.

3.2       Reports. Reports containing information derived from the Services may be generated (a) by agents acting on behalf of Supplier or (b) by you when using the Supplier platform or application, if applicable. Except as set out herein, Supplier grants the Client an exclusive (subject to Supplier’s reserved right), non-sublicensable, nontransferable right and license to download, use, change and translate the Reports for its internal use. For the avoidance of doubt, the Client is not permitted to sell or market the Reports. The Reports can only be generated, and are only available, in accordance with Supplier’s Privacy Policy and Applicable Law.

THE INFORMATION PROVIDED IN THE REPORTS ARE FOR INTERNAL, INFORMATIONAL AND NON-COMMERCIAL PURPOSES ONLY. SUPPLIER MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES, CONDITIONS OR STATEMENTS REGARDING SUCH REPORTS, INCLUDING THEIR ACCURACY AND/OR COMPLETENESS OF SUCH REPORTS, OR THEIR NON-AVAILABILITY. SUPPLIER SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS IN SUCH REPORTS. CLIENT HEREINAFTER WAIVES ANY CLAIMS THAT IT MAY HAVE AGAINST SUPPLIER FOR SUCH REPORTS.

3.3       Client Information. During the Term of the Agreement, the Client grants to Supplier, except as set out herein, a right and license that are nonexclusive, nontransferable and non-sublicensable (other than as per Section 12.9) and nonrevocable:

1. to aggregate and depersonalize Client Information and then to create Aggregate Information;
2. use and process the Client Information to provide the Services, including any required disclosure to the Health Insurance, subject to the Agreement.

Aggregate Information is the sole and exclusive property of Supplier and can be used after the end of the Service Term.

3.4       Anonymized Information. During the term of the Agreement, the Client grants to Supplier a right and license that are exclusive, non‑assignable and non-‑sublicensable (other than as per Section 12.9) and nonrevocable, except as set out herein‑, to aggregate Client Information to obtain Anonymized Information. Anonymized Information is the sole and exclusive property of Supplier. Supplier can change and use and otherwise process during and after the Service Term the Anonymized Information (i) to provide the Services; (ii) to improve the Services; (iii) to conduct research and development activities and (iv) to comply with Applicable Legislation, or otherwise as set out in this Agreement, including to generate Aggregated Information.

4  CONFIDENTIAL INFORMATION

4.1       Exclusions. Confidential Information does not include information the Receiving Party can demonstrate:

1. to be publicly accessible in the same form through no action of the Receiving Party;
2. not to originate from the Disclosing Party and to have been lawfully obtained by the Receiving Party in the same form from an independent third party not bound by any disclosure restrictions to Disclosing Party; or
3. to have been in the Receiving Party’s possession in the same form prior to their disclosure to the Receiving Party by the Disclosing Party without accessing or using Disclosing Party’s Confidential Information.

4.2       Obligations. The Receiving Party is permitted to use or disclose the Confidential Information solely:

1. in accordance with this Agreement;
2. for the performance of the Services or other obligations set forth in the Agreement;
3. in accordance with, or if required under, Applicable Law, including medical obligations; or
4. to a service provider, agent, or legal or financial advisor, in accordance with this Agreement.

The Receiving Party will only allow access to Confidential Information to employees or subcontractors who require access in the performance of their obligations, duties under or in accordance with the terms set forth in this Agreement and Applicable Law, such as professional secrecy.

The Receiving Party will also preserve the confidential nature of the Confidential Information and will treat it with at least the same degree of care that it uses to protect the confidentiality of its own most sensitive information, and in any event with no less than a reasonable standard of care required to protect information of a similar nature. The Receiving Party will promptly inform the Disclosing Party after becoming aware of any disclosure required pursuant to Applicable Law or any actual or threatened breach of confidentiality and will comply with its reasonable instructions.

4.3       Termination. If this Agreement is terminated for any reason whatsoever, the Receiving Party must, at the option of the Disclosing Party:

1. return any Confidential Information without undue delay; and/or
2. destroy any Confidential Information securely, without undue delay and in accordance with industry best standards.

Upon request, the Receiving Party must confirm in writing that the Confidential Information has been returned and/or destroyed.

Notwithstanding the foregoing, the Receiving Party is permitted to retain: (i) a copy of the Confidential Information if necessary to comply with Applicable laws or the Agreement, including for legal, audit or financial reasons; and (ii) electronic copies made as a matter of routine information technology back-up which cannot be reasonably accessed and destroyed, provided that all such copies remain subject to the provisions of this Section 4.

A breach of confidentiality may cause severe and irreparable harm to the Disclosing Party, for which monetary damages would not be adequate remedy, and accordingly the Disclosing Party shall be entitled to seek an injunctive relief, whether preliminary or permanent, as well as any other reliefs available at law, and may obtain such reliefs without making a showing of irreparable harm.

5. PERSONAL INFORMATION

5.1       Applicable Law. Each party must comply with the Applicable Law governing the collection, use and disclosure of Personal Information.

5.2       Supplier’s compliance. Supplier collects, uses, discloses and otherwise process Personal Information, including of patients, in accordance with its Privacy Policy, Applicable Law, the Client’s instructions or as necessary to perform the Services. Supplier will only use and otherwise process Personal Information in accordance with its Privacy Policy and this Agreement. The Supplier will not retain copies of the Personal Information after the end of the Agreement (and applicable transition period).

5.3       Cooperation. The parties agree to cooperate in good faith:

1. to amend this Agreement if necessary to comply with Applicable Law governing the collection, use and disclosure of Personal Information; and
2. to respond to requests for individual rights, such as rights to change or access Personal Information. Client is the custodian of the Personal Information and is responsible to process any patients’ request upon request, and if agreed upon by the parties, the Supplier may provide commercially reasonable assistance.

5.4       Privacy Incident. Supplier has established a comprehensive incident management reporting process in the event of an incident, outage or privacy breach.

Without delay after becoming aware of a Privacy Incident, each party will notify the other in writing as soon as reasonably practicable (the “Incident Notice”). At a minimum, the Incident Notice must include the following:

1. a description of the nature of the Privacy Incident, including the categories and approximate number of documents involved;
2. a description of the likely consequences of the Privacy Incident; and
3. a description of the measures taken or proposed to mitigate any adverse effects. To the extent that such information is not available at the time the Incident Notice is sent, the relevant party must follow up as the information becomes available to complete the full disclosure of the Incident Notice without undue delay.

Client will consult with Supplier and will agree on the content of any communications made referring to the Services or Supplier.

5.5       Client Obligations. The Client: (i) will comply with all obligations as applicable to “custodian” or “controller” of Personal Information; (ii) confirms that the Personal Information can be processed as set forth herein and on servers located in or outside Client’s jurisdiction; (iii) confirms that all applicable consents have been obtained or other lawful basis for processing find application for Supplier’s processing of Personal Information; (iv) will not give access to or provide Personal Information to Supplier unless required to perform the Services; (v) has conducted, and will conduct, privacy impact assessments and other assessments as required, including with respect to the Services; (vi) will protect Personal Information;  (vii) is responsible to keep a copy of the Personal Information as long as required to perform applicable purposes; (viii) will inform Client Representatives of their obligations, be responsible for their compliance with privacy laws and ensure that only those with a need to access Personal Information are able to do so. Client acknowledges that in no event will Supplier be liable for any access or other Processing of Personal Information other than due to Supplier’ gross negligence or wilful misconduct.

5.6       Hosting. Supplier may host/store Personal Information and/or may do business with third-party service providers located in jurisdictions outside of Client’s province. Even though data protection laws may not exist or be as developed in these jurisdictions, adequate protection will be afforded to Personal Information consistent with applicable privacy laws. Despite the foregoing, once transferred, such information will be subject to the laws of these jurisdictions, and accordingly, disclosure may be required or allowed under other or additional circumstances. Client is responsible for obtaining and maintaining all necessary authorizations. Under no circumstances will Supplier be liable for any loss resulting from such processing of Personal Information  

6. CLIENT’S OBLIGATIONS

6.1         Compensation Claims. The Client shall provide information that may be required by Health Insurance to process the claim, as applicable, (each a “Compensation Claim”) and any additional information required by Supplier to provide the Services and submit the claim to the Health Insurance, if applicable to the Services purchased. The Compensation Claims shall be submitted in a clear readable format meeting the requirements of the Health Insurance. The Compensation Claims shall be sent to the Supplier five (5) business days prior to the deadlines for filing Compensation Claims set forth by the applicable Health Insurance. Supplier shall not be responsible to prepare Compensation Claims, or held liable:

1. for Compensation Claims when information required from the Client is not received at least 30 days prior to the expiry date of the applicable billing deadline for the claim. The information regarding Compensation Claims shall be provided to Supplier using secure means as agreed upon with the Supplier, or as detailed in a Service Order. Unless the Services purchased in the Service Order include Professional Services, the Client is responsible for ensuring that Compensation Claims are submitted in accordance with the compensation process and in accordance with the deadlines set forth by the Health Insurance.
2. Supplier will not be held liable for losses or damages, including but not limited to, loss of profit, loss of revenue, for payment errors or errors related to Compensation Claims for health care professionals that result from the Client’s failure to comply with the Agreement or Applicable Law governing Compensation Claims, including any guidelines issued by the Health Insurance.
3. for Compensation Claims submitted by the Client to the Supplier after the submission deadline established by the Health Insurance, Supplier reserves the right, at its sole discretion, to reject such Compensation Claims.

6.2       Compensation by the Health Insurance. The Client shall receive payment directly from the applicable Health Insurance, or patients not covered by Health Insurance, relating to Compensation Claims. Supplier is not responsible for following up on Compensation Requests with the applicable Health Insurance or patients. Supplier assumes no responsibility or liability whatsoever for the payment of such claims, the Client is solely responsible for same. Should a conflict or issue arise, the Client must contact the applicable Health Insurance, or patient directly. Supplier will not provide legal advice with respect to the compensation of health professionals by Health Insurance or otherwise with respect to the Services.

6.3       Required authorizations. Supplier has no responsibility for obtaining any consent and has no obligation to inform patients or any other healthcare provider. The Client represents and warrants that it has all necessary rights, and if any, the necessary consents under Application Law for the communication and processing of information as set forth in the Agreement, including as per Sections 3.3 and 3.4, or to allow Supplier to provide the Services, including to process Personal Information. In the event of a claim against Supplier resulting from any breach of such warranty, the Client understands that Supplier will not be held liable, and that the Client will be liable, and will defend, indemnity and hold Supplier Indemnitees harmless, for any damage resulting from such claim.

6.4       Archiving. The Client is solely responsible for the retrieval and retention of its compensation files and other data, including all Compensation Claims, proof of sending or proof of payment, in accordance with Applicable Law. The Client must maintain appropriate copies of such documents and understands that the Services must not be used as an archival system. Supplier shall not be liable for any loss or damages, including loss of revenue, loss of profit, breach of Applicable Law arising from the loss of Client Information, and for the failure to archive any data, including Compensation Claims.

6.5       Responsibility. The Client acknowledges and agrees that it shall remain solely responsible for any obligations related to its health practice, including but not limited to, Health Insurance.

6.6       Prohibited uses. The Client agrees that it shall not:

1. Use the Services for any illegal, malicious, defamatory, harassing or fraudulent purpose, including by impersonating any person;
2. provide false, inaccurate, misleading or incomplete information;
3. publicly disseminate information regarding the performance of the Services (which is considered Supplier’s Confidential Information);
4. do anything prohibited under the Licensing Terms.

6.7       Third Party Claims. In the event of a third party claim related to a violation of this section 6 by the Client Representatives, the Client will indemnify and defend Supplier Indemnitees and hold them harmless  in respect of any claim, suit, action, proceeding, loss, fine, penalty and any damage originating from such third party.

Supplier reserves the right to suspend access to the Services in the event of a violation of this section 6 by the Client as set forth in Section 10.5

6.8       Brands and logos. Unless otherwise stated, all trademarks and logos, and all works, including text, images, illustrations, software, HTML code, audio clips and videos, and other content or components, including derivative works and improvements (other than Client Information) of the Services are owned by Supplier or by its licensors. They may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, without Supplier’s express written permission, except for internal, personal and non-commercial use, including viewing, printing or archiving electronic copies of the Client’s activities, in accordance with this Agreement and Supplier’s instructions. Nothing in this Agreement may be construed as conferring any right to use our or any Affiliate’s works, trademarks, logos or other intellectual property in any other way than as set out in herein.

7. WARRANTIES

7.1       General. The Services should be in material compliance with the provisions of the Agreement and will be provided in a professional and workman like manner. To the maximum extent permitted under Applicable Law and subject to the foregoing, Supplier expressly disclaims all, and makes no, representations, warranties, guarantees, conditions or statements, whether express or implied or oral or written, including those regarding: (i) the Services, including that they will be uninterrupted or errorfree, or accessible at all times or without delay,(ii) that they are designed to meet Client’s specific needs, or as to the results that may be obtained in connection with their use (iii) the accuracy, reliability, or completeness of the Client Information, and any content, Report, or output generated on the basis of the foregoing; (iv) merchantability, fitness for a particular purpose, title and noninfringement; (iv) Supplier IP. The Client hereby waives any legal representation, warranty, guarantee, condition or statement unless otherwise specified in this Agreement. Except as otherwise specified in this Agreement, the Services and any other elements of the Services are provided by Supplier to the Client “as is”, “where located” and “as available”. The Services and other Supplier IP are provided for the Permitted Purposes to assist clients and users in their activities; they do not and cannot replaced/be in lieu of their professional/commercial judgment or actions.

8. SUPPORT SERVICES

8.1    Support Services. Throughout the term of the Agreement, the Supplier shall provide technical support, as described in the Service Order, from 8:30 AM to 5:00 PM, local time Monday to Friday, excluding statutory holidays (“Business Hours”), unless otherwise described in the Service Order.. During these Business Hours, the Supplier shall make commercially reasonable efforts to respond to any support services and technical inquiry.

9. COSTS AND FEES ASSOCIATED WITH THE SERVICES

9.1       Term. Unless otherwise specified in the Service Order, the Service Term is determined based on an automatically renewable Service (hereinafter “Initial Term”).

9.2       Firm Price. Unless explicitly agreed upon by the parties in the Service Order, pricing provided will be firm for the Initial Term. Pricing structure as described in the Service Order cannot be changed throughout the Initial Term unless agreed upon by the parties in writing. The Supplier shall notify the Client of any price increase for the services in writing at least thirty (30) days prior to the effective date of such increase Services. If the Client does not accept the price increase, the Client may terminate this Agreement by providing written notice to the Supplier within thirty (30) days of receipt of such notice. Notwithstanding this termination, the Client shall remain liable for the fees due for the Initial Term of the Agreement.

9.3       Renewal Term. Following the expiration of the Initial Term, and if the Parties have not executed a new Service Order, the Services will automatically renew for the same Initial Term at the then current list price, unless the Client terminates the Agreement by providing the Supplier with a sixty (60) day written notice. All Fees and expenses, if any, are exclusive of any taxes, as well as duties and tariffs, which will be assumed by Client.

9.4       Payment of fees. The Client agrees to pay Fees in accordance with the payment terms stipulated in the Service Order. Unless otherwise specified in the Service Order, Fees are payable on a monthly basis by e-transfer, pre-authorized debit or credit card. The Client has a 30-day period from the receipt of an invoice to contest the invoice in accordance with this Agreement. After this period, the Client will no longer be able to dispute an invoice. Fees are noncancellable and nonrefundable, unless otherwise indicated herein. Payment shall be made without any right of set-off or deduction, and no credit is offered for failure to meet the target availability.

9.5       Taxes. The Client agrees to pay any taxes that Supplier is required to charge under Applicable Law or for administrative purposes. If the Client is tax exempt under Applicable Law, it must provide proof of such exemption upon request and will be liable for any subsequent third-party claims submitted to Supplier resulting from any misrepresentation of exemption.

9.6       Payment information. Unless otherwise specified in a Service Order, the Client agrees to provide Supplier with information relating to its bank account or credit card for payment of Fees and applicable expenses based on the Service Order. The Client represents and warrants that (i) it is authorized to use such bank information or credit card; (ii) it will notify Supplier of any changes in its banking or credit card information to ensure the Fees, and expenses if any, are processed. For the avoidance of doubt, the Client specifically authorizes Supplier to debit the Fees from the Client’s credit card or bank account in accordance with the Service Order (as amended from time to time by Change Requests).

9.7       Past due Fees. If Fees are not paid on time, the Client agrees that Supplier will charge interest equal to 1.5% compounded monthly, until paid in full and in addition to the other right and remedies that Supplier has and accepts liability for all past due collection fees, including reasonable attorneys’ fees. In the event any payment made by Client is returned due to non-sufficient funds (hereinafter “NSF”) the Client agrees that the Supplier will charge an NSF fee at its discretion. The NSF fee will be invoiced separately and is payable upon receipt.

9.8       Account suspended or locked for nonpayment. If an amount owing is more than 30 days past due, Supplier is permitted to suspend the Client’s account or access to the Services as set forth in Section 10.5, provided, however, that it informs the Client of the past due amounts before deactivating or locking the Client’s account.

10. TERMINATION AND SUSPENSION

10.1  Early termination. The Agreement can be early terminated, in whole or in part, as follows:

1. Termination for Cause. A party to this Agreement may terminate the Agreement if the other party is in default of its obligations by providing written notice of its default to the other party (“Breaching Party”). The Breaching party shall have thirty (30) days to cure its default.
2. Termination for Unpaid Fees. Supplier reserves its right to terminate the Agreement if the Client is in default of its payment obligations for more than 30 days from the invoice date. Despite the foregoing, repetitive failures (more than 2 times) to pay the Fees, and other amounts due, constitute a material breach and give Supplier the right to forthwith terminate the Agreement upon notice in addition to other rights and remedies that Supplier has. This section is also applicable in the event the Client’s payment method is returned due to NSF.
3. Insolvency events. A party can terminate the Agreement if the other: (i) makes a general assignment for the benefit of creditors; (ii) suffers or permits the appointment of a receiver for its business or assets; (iii) avails itself of, or becomes subject to, any proceeding under the bankruptcy laws or any other statute of any state or country relating to insolvency or the protection of creditors’ rights; or (iv) ceases to carry out its activities or a significant level of activities.
4. Termination for Convenience. Supplier may terminate this Agreement for convenience upon 30 days’ prior notice. Supplier will not be liable for any loss or inconvenience that may result from such termination. Supplier will reimburse the Client for any Fees paid in advance for the Services rendered up to the date of termination, if applicable.

The termination of the Master Services Agreement shall entail the simultaneous termination of the Service Orders and remainder of the Agreement without the sending of additional notices to that effect or the undertaking of any further formalities. The parties agree that the termination provisions set out in this section 10 will apply and shall prevail over articles  2125 and 2129 of the Civil Code of Québec and will result in their unenforceability, the parties hereby waiving these articles on the basis of the conditions agreed to herein.

10.2     Effect of termination. If this Agreement is terminated:

1. Supplier will stop performing the Services and the Client (including all Users) will cease to have access to the Services subject to Section 10.5, including all accounts and Client Information in connection with the Services;
2. If the termination results from Supplier’s breach of this Agreement, Supplier must reimburse the Client for any Fees paid for Services that have not been rendered at the termination date. However, if the termination results from a breach of this Agreement by the Client, all Fees due for the Services during the Service Term will be immediately due, and no refund will be payable to the Client for such Fees.
3. Each party shall co-operate with the other to terminate the Agreement, comply with 3 and remain bound by all rights and obligations, which by their nature should survive the termination, including Section 4, 5, 7, 10.2, 11, 12.7 and 12.8 and all relevant definitions will survive the termination of this Agreement for any reason whatsoever.

10.3     Payment of Fees Following Termination. In the event the Services are terminated in accordance with this Agreement, the Client shall receive a final invoice detailing all amounts due. The Supplier shall not pro rate the fees due.

10.4     Client Information. Within 30 days from the date of termination, the Client may request a copy of the Client Information that Supplier is able to extract. After this period, the Client understands that it will no longer be able to obtain copies of its Client Information, including any document relating to the compensation of professionals.

10.5     Right to suspend access. Instead of terminating the Agreement, Supplier reserves the right to limit, restrict or suspend performance of its obligations, including access to the Services and/or accounts in addition to any other rights or remedies available to Supplier. If suspension is due to a failure to pay any amounts due, then the suspension will last until such time as Client has paid all undisputed outstanding amounts in full.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Indemnification. Client agrees to assume full responsibility for, and to defend, indemnify and hold harmless Supplier Indemnitees from all liabilities, claims, damages and losses caused by : (i)   Supplier Indemnitees’ performance of the obligations as per the Agreement; (ii) Client Representatives’ instructions; (iii) Client Information and Supplier’s access to Client’s systems, premises or data to perform the Agreement; or (iv) Client Representatives’ negligence, wrongful acts or omissions or failures to comply with the Agreement or Applicable Laws, including any use of the Services or other Supplier IP in violation of this Agreement.

11.2     Limitation of liability.  Unless prohibited under Applicable Laws, Supplier Indemnitees’ liability for any losses or damages incurred by Client Representatives under the Agreement, including as a result of a breach of Supplier’s obligations or other wrongful acts/omissions under the Agreement shall be limited (i) with respect to non-conforming Services, as set forth in Section 11.3 ; and (ii) in all other situations to the Fee-for-services actually paid by the Client to Supplier for the applicable Services during the 12 months preceding the Client’s claim under applicable Service Order. This limitation shall apply regardless of the cause of action or legal theory pled or asserted.

To the maximum extent permitted under Applicable Law, under no circumstances will Supplier Indemnitees be liable for any loss of use, loss of profits, loss of revenue lost or inaccurate data, business interruption, loss of profits, late costs, reputational damage or indirect damages, such as damage that is not an immediate and direct result of its non-performance. Indirect damages are to be deemed to include punitive, special, incidental, cover, reliance or consequential damages of any kind whatsoever, even if the Client has been informed in advance of the possibility of such damages.

11.3     Non-Conforming Services. Should the Services be considered, in whole or in part, as not substantially conforming with the provisions of the Agreement, then Client’s sole and exclusive remedy and Supplier’s entire liability with respect to the performance of the Services will be to either: (i) use reasonable commercial efforts to correct the Services or (ii) credit the monthly Fee paid by Client under applicable Service Order and related to the Services not in substantial compliance during the previous month; provided, in each case, that the Client promptly notifies Supplier of such non-compliance within 30 days following their use, failing which the Services are deemed conforming.

11.4     IP Infringement. The Supplier shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to any claim that the Services provided under this agreement infringe or misappropriate any third-party intellectual property rights.

11.5     Exceptions. Notwithstanding the foregoing, none of the limitations of this section 11 excludes the liability of either party in the event of gross negligence, wilful misconduct or personal injuries.

11.6     Essence of the Agreement. Each party acknowledges and agrees that this section 11 is essential to this Agreement, that it constitutes a reasonable allocation of risk between the parties and that it will survive and apply to any claim related to this Agreement, any Supplier technology or any related services, regardless of the theory of liability (contractual, non‑contractual, strict or otherwise).

 12. MISCELLANEOUS 

12.1     Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and Service Order supersedes all prior or contemporaneous communications, proposals and representations, oral or written, relating to the Services with respect to any other matter covered by this Agreement. The Client confirms, in its name and on behalf of its Users that all terms and conditions set forth in the Agreement were expressly brought to their attention and understood. No third party has the right to enforce the Agreement or any of its terms against Supplier.

12.2     Changes to the Services. Supplier reserves the right to change the Service at its sole discretion, including to add or remove features. In the event of a material change, we will notify you via the contact information provided in the Service Order or through the Services. Changes to the Services must not materially and adversely affect the performance of the Services in accordance with this Agreement, including the security of such Services.

12.3     Changes to this Agreement. Supplier reserves the right to make changes this Agreement. Supplier will update the Agreement via this link; it is the Client’s responsibility to consult the Agreement. Client understands that each Service Order is subject to the latest version of this Agreement, subject to the rules of section 12.5 in the event of a conflict. If the Client (or any User) is not in agreement with these changes, then they shall stop accessing, using and consulting the Services before these amendments come into effect; any subsequent access, use or consultation shall be deemed to constitute acceptance of these amendments.

12.4     Intellectual Property. Intellectual property rights, titles, interests and licenses, other than those set forth herein, shall be as set forth in the Licensing Terms.

12.5     Conflicting Terms. In the event of any conflict or inconsistency between the provisions of the Agreement, such conflict will be resolved in the following order of precedence: (i) Change Request; (ii) the Licensing Terms, for Subscription Services, with respect to the licenses granted and the intellectual property rights, titles and interests; (iii) the Master Service Agreement and (iv) Service Order for the description of any specific Services and the Agreement in all other circumstances.

12.6     Contact. For any question relating to the Agreement, the Client may communicate by email at [email protected] or by mail at 350  Charest Blvd. E., 3rd Floor, Quebec City, QC G1K 3H5. All notices shall be in writing, shall be given by email or courrier and shall be deemed to be received on that date if prior to 5:00 p.m. on a business day, failing which, they shall be deemed to be given on the next business day.

12.7     Governing laws. This Agreement is governed by the laws in force in the Province of Quebec excluding rules or principles that could lead to the application of foreign provisions, including the United Nations Convention on Contracts for the International Sale of Goods, which does not apply to this Agreement. Should a disagreement arise with respect to this Agreement, then the parties agree to defer it to an authorized representative for the party. If the disagreement cannot be resolved within 30 days, then the courts of the Province of Quebec, District of Quebec City, will have exclusive jurisdiction to settle any dispute arising out of this Agreement being however understood and agreed that this choice of forum shall in no way be construed to limit or to preclude a party from bringing any actions in front of any other tribunals, having competent jurisdiction for: (i) any injunctive or other provisional relief as reasonably necessary or appropriate to protect its rights or to prevent or limit the occurrence of any breach to this Agreement; or (ii) for any third parties’ claims, crossclaims or other proceedings commenced by a third party and where the addition or substitution of defendant is requested.

12.8     Severability. If any provision of this Agreement is determined to be invalid or unenforceable, this provision will be deemed (i) severable from the others and will not affect the validity or enforceability of the remaining provisions of this Agreement, and (ii) amended in a manner to be valid and to effect its original intent as closely as possible.

12.9     Assignment. Supplier may assign or otherwise transfer this Agreement in whole or in part, and including to an Affiliate, upon notice Client. Unless prohibited by Applicable Laws, the Client is not permitted to assign, subcontract or transfer this Agreement or any of the obligations or rights under this Agreement to any other person, including as part of a merger, business reorganisation or transfer of assets. This does not limit Client’s ability to transfer Client Information to another person or system.

12.10  Relationship between the parties. The parties agree that each of them works on its own account and that they are independent contractors under the Applicable Law, including, without limitation, under the Income Tax Act (Canada) and any other federal or provincial legislation relating to income taxes, social security benefits or unemployment benefits. Nothing in this Agreement is to be deemed or construed as creating any relationship, whether employer/employee, principal/agent, mandator/mandatary, joint venture, association, partnership or otherwise, between the parties.

12.11  Force majeure. Neither party is to be liable for any delay or failure to perform its obligations under this Agreement, except for payment obligations, if the delay or failure is due to events beyond its control, including but not limited to strikes, blockades, riots, denial of service attacks, zeroday attacks, war, acts of terrorism, natural disasters, failures or reductions of power supply or telecommunications or data networks or services, or governmental act.

12.12  Waiver. Any failure of a party to enforce its rights in respect of a breach of this Agreement does not constitute a waiver of the right to enforce its rights in respect of the same or any other breach of this Agreement. Our failure to strictly enforce any provision of this Agreement does not mean that we have waived any provision or right. Any waiver of such compliance shall be made in writing and shall not be construed as a waiver of compliance with that provision at any other moment or under any other circumstance.

13. DEFINITIONS

In this Agreement, the following capitalized terms have the meanings given to them below.

1. “Affiliate” means any entity that holds more than half of the share capital or outstanding securities or voting power of any of the parties to this Agreement, as well as any entity which otherwise control that entity, including after the consummation of a merger or consolidation with any other corporation. Affiliates also refers to corporations’ part of the same group.
2. “Aggregate Information” means the synthetic and/or other information which (i) created from Client Information that is aggregated with other data or data sets in a manner; and (ii) in a de-identified and aggregated format. Aggregate Information (a) does not allow individuals to be identified, including patients or Users, and (b) does not allow Clients to be identified. Aggregate Information is not specific to the Client’s activities or use of the Services and no does not constitute Client Confidential Information or property.
3. “Anonymized Information” means Personal Information that has been anonymized in accordance with Applicable Law and no longer allows for direct or indirect identification. For the avoidance of doubt, the Anonymized Information is not Client Information and does not include information that is personal.
4. “Applicable Law” means all relevant federal, provincial and local laws, regulations and statutes as applicable to the Services, the Client in the use of the Services or otherwise to the obligations of the parties in or to this Agreement, and other legislative and normative frameworks and standards, as applicable to each Party, including but not limited to, rules, orders, orders in council, professional practice and ethical obligations, and any guidelines having the force of law.
5. “Change Request” means a modification or addition to the Service Order that the Client approves, executes, signs or accepts, and which is deemed to be attached and form part of the Agreement.
6. “Client Information” means Confidential Information, and Personal Information of Client’s or Users’ patients, which is processed by Supplier in connection with the Services and as set forth in the Agreement.
7. “Client Representatives” means Client and its Users and contractors, and their respective employees, directors, officers and agents.
8. “Confidential Information” means all information, regardless of its format, disclosed, provided or rendered available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), or created by the Receiving Party using or relying on Disclosing Party’s Confidential Information, before, on or after the Effective Date and all copies and tangible or intangible embodiments thereof information, whether directly or indirectly, including information of a commercial, financial, business, proprietary (including knowledge and know-how) or technical nature, and information considered confidential and treated as such by the Disclosing Party, and includes, without limitation, Client Information, Supplier’s business processes, as well as Supplier’s code, algorithms technologies and other Supplier IP, and any other information that a reasonable person would consider confidential.
9. “Fees” means all fees owed by the Client to Supplier under the Agreement, including any costs, expenses, fees and taxes that Supplier is required to charge the Client under Applicable Laws, if any.
10. “Health Insurance” refers to: (i) Publicly funded and provincially administered system of health coverage administered by provincial health authorities such as: Régie d’Assurance Maladie du Québec (RAMQ), Medical Services Plan (MSP), Ontario Health Insurance Plan (OHIP), Alberta Health Care Insurance Plan (AHCIP); (ii) private health insurance providers; (iii) Interim Federal Health Program (IFHP); (iv) Workers Compensation Board (WCB); and (v) any other applicable health coverage organization.
11. “Licensing Terms” means these Licensing Terms published on Supplier’s website.
12. “Personal Information” has the meaning given to that term or to similar terms, such as “personal data” or “protected health information” under applicable privacy laws, such as any information which relates to a natural person and directly or indirectly allows that person to be identified.
13. “Permitted Purposes” refers to the specific purposes for which the Services, including the Subscription Services and/or Professional Services are provided, as set forth in the Master Service Agreement and related Service Orders.
14. “Privacy Incident” means the loss or unauthorized disclosure of or access to Client Information constituting Personal Information or other event constituting a privacy breach or confidentiality incident at law, each resulting from a breach of security measures.
15. “Professional Services” are services provided by the Supplier, on a full-service basis, including but not limited to, receiving Compensation Claims, data entry, submitting Compensation Claims to the Health Insurance or any other services described in the Service Order.
16. “Report” means any report, document, web page or information that may be retrieved by an agent providing Professional Services or that may be retrieved by the Client in the Subscription Services. Reporting functions and the specifics on the reports provided are described in the product datasheets.
17. “Services” means the medical billing services described in the Service Order, the Services can be provided as a Subscription Service and/or Professional Service, including any documentation provided about the Services. In particular, the Services allow codes to be entered electronically to compensate health professionals.
18. “Service Order” means a quotation, service order, estimate or procurement document issued by Supplier, which the Client approves, executes, signs or accepts, and which is deemed to be attached and form part of the Agreement.
19. “Service Term” means the period during which the Services are made available to the Client and its Users in accordance with this Agreement. The start date of the Service Term Service Order shall be the Effective Date.
20. “Subscription Services” means the Subscription Services described in the Service Order for the use of the application or web-based services. The application that allows Users to access secure spaces for billing, obtaining Reports or otherwise using the Services. The Services can be accessed through a web browser and/or a mobile application. Subscription Services include any documentation provided about the web based or application services.
21. “Supplier Indemnitees” means the Supplier and its Affiliates, and subcontractors, and their respective employees, directors, shareholders and agents.
22. “Terms of Use” means the following Terms of Use
23. w)“Territory” refers to the jurisdiction where Client’s place of business mentioned in the heading is located.
24. “Third-Party Services” means any product, service, application, technology, hardware and software that is not included in the Services or not provided by Supplier. Third-Party Services include those that are integrated through a programming interface, such as third-party medical databases.
25. “User” means any person authorized by the Client to access and use the Subscription Services including a healthcare professional or an individual in charge of managing compensation claims for professionals or as applicable their respective administrative or other personnel.