1. ACCEPTANCE OF TERMS

IF YOU DO NOT AGREE TO THESE TERMS OF USE AND TO OUR PRIVACY POLICY, YOU CANNOT REGISTER FOR AN ACCOUNT NOR USE THE WEBSITE OR THE SERVICES.

These Terms of Use (“Terms”) constitute an agreement, which includes the privacy policy (“Privacy Policy”) by and between Clinia Health Inc., a corporation based in Canada (“Clinia Health Inc.” or “we”) and any user (a “User” or “Users” or “you”) that uses or accesses Clinia Health Inc.’s websites, services, products, and content provided, globally, in existence now, or in the future. The Services (as defined hereinafter) are provided solely to assist the owners of medical clinics, health care professionals or other health clinics located in Quebec (“Clinics” or each a “Clinic”) to provide the general public with certain information about their Clinic(s), and allowing Users to make an appointment at these Clinics directly through the use of the Services, and for no other purpose.

Clinia Health Inc. reserves the right to update and change these Terms and the Services at any time. You are advised to review these Terms from time to time for updates and changes that may impact you. Any use of the Services after such updates and changes will mean that you accept them. You can always review the latest version of the Terms and our Privacy Policy by clicking on the “Terms of Use” and “Privacy Policy” links located at the bottom of our Internet pages.

2. SERVICES & CONTRACT

Clinia Health Inc. offers its Users access to search tools to find Clinics based on certain information, keywords or contact information provided by the owners of such Clinics, and then directly make an appointment with one or more of such Clinic(s), through the functionality offered on the website (hereinafter the “Services”). Clinia Health Inc. is in no way responsible or liable for any information provided by the Clinics through the Services and makes no representation whatsoever about the accuracy of such information. Clinics are solely responsible for the information provided regarding their Clinics to assist other Users through their use of the Services.

3. ACCOUNT & ELIGIBILITY

Certain of the Services require that you sign up for an account. By using the Services, you represent and warrant that (a) all information you submit to Clinia Health Inc. is truthful and accurate; (b) you will maintain the accuracy of all such information; (c) you will uphold and respect these Terms at all times; (d) you are 18 years of age or older; (e) your use of the Services does not violate any applicable law or regulation; (f) you will safeguard your Account information and will supervise and be completely responsible for any use of your Account by you and anyone other than you. Your Account may be deleted without warning if we believe that you are under 18 years of age, or for violation of these Terms.

4. TERM

These Terms will remain in full force and effect at any time while you use the Services and/or maintain an Account. Even after your Account is terminated or expires, these Terms will remain in effect.

5. PAYMENT & FEES

User agrees to pay to Clinia Health Inc. any applicable fees for each Service that User purchases or uses, in accordance with the pricing and payment terms presented by Clinia Health Inc. for such Service. Where applicable, you will be billed using the billing method you select through your Account management page. All fees paid by you are non-refundable. Except as otherwise expressly stated in these Terms, you understand and agree that you will not receive any refund for any unused Services. YOU HEREBY EXPRESSLY RENOUNCE TO THE APPLICATION OF ARTICLES 2125 TO 2129 OF THE CIVIL CODE OF QUEBEC.

6. LATE PAYMENTS

Interest on any late payment of fees for the Services will be charged at the prevalent legal rate of interest on amounts outstanding greater than thirty (30) days, at the prevalent legal rate of interest plus ten percent (10%) on amounts outstanding greater than sixty (60) days, and at the prevalent legal rate of interest plus twenty percent (20%) on amounts outstanding greater than sixty (60) days.

7. LICENCE

During the Term, Clinia Health Inc. grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services on the terms set forth in these Terms. User agrees that all rights, title and interest in and to all the intellectual property rights in the Services, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by Clinia Health Inc. are owned exclusively by Clinia Health Inc. or its licensors. All rights not granted to User in these Terms are reserved by Clinia Health Inc..

8. INTELLECTUAL PROPERTY

The Services may contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under copyright laws. Clinia Health Inc. owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Clinia Health Inc. and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.

9. YOUR CONTENT

The Services may allow you to submit, post, display or upload content including but not limited to text, files and other materials (together the “Content”). You retain ownership of your Content, but by uploading or entering it onto any software, program or platform provided as part of the Services, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Services and associated support; and (ii) analyzing and improving the operation of the Services. We reserve the right to remove Content on any software, program or platform provided as part of the Services that Clinia Health Inc., in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

10. RESTRICTIONS

User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Services, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Services; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services; (iv) remove any product identification, copyright or other notices from the Services; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party; (vi) use unauthorized modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (vii) use the Services in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation.

11. TERMINATION

In the event that Clinia Health Inc. finds, in its sole discretion, a breach of these Terms by User, Clinia Health Inc. may terminate these Terms by giving User by email or other written notice specifying the nature of the breach in reasonable detail and Clinia Health Inc.’s intention to terminate (a “Termination Notice”). If the breach has not been cured to Clinia Health Inc.’s satisfaction within the period ending forty-eight (48) hours following delivery of the Termination Notice, then these Terms shall automatically terminate. Any such termination shall not relieve User of any of its obligations under these Terms or entitle User to any refund of payments previously made.

Upon termination of these Terms, User shall immediately cease its use of the Services. Notwithstanding the previous sentence, termination of this Agreement by Clinia Health Inc. shall not limit User's obligation to pay all of the applicable fees, nor restrict Clinia Health Inc. from pursuing any other remedies available to it, including injunctive relief. The termination of these Terms shall not entitle User to the reimbursement of any fees paid by User. Any provision intended to survive the termination of these Terms will survive such termination.

User agrees that following termination of User’s Account and/or use of the Services, Clinia Health Inc. may immediately deactivate User’s Account and delete User data. User further agrees that Clinia Health Inc. shall not be liable to User nor to any third party for any termination of User access to the Services or deletion of User data.

12. THIRD PARTY SERVICES

Clinia Health Inc. may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Clinia Health Inc.’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall Clinia Health Inc. be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Clinia Health Inc. has been advised of the possibility of such damages.

13. NO WARRANTY

CLINIA WORKS TO KEEP THE SERVICES FREE OF ERRORS AND SAFE BUT THE User AGREES TO USE THE SERVICES AT USER’S OWN RISK. CLINIA IS PROVIDING THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER CLINIA, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR PRODUCTS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14. NO LIABILITY

IN NO EVENT SHALL CLINIA AND/OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.

15. INDEMNITY

User agrees to defend, indemnify and hold harmless Clinia Health Inc., its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the “Costs”), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in these Terms or arising out of the use of the Services by User.

16. INDEPENDENT STATUS OF THE PARTIES

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

17. NO WAIVER

The fact that Clinia Health Inc. has not insisted on full performance of any commitment described in these Terms or failed to exercise any of the rights granted herein shall not be considered a waiver of such right or to the full performance of such a commitment in the future. Unless there is a provision to the contrary, any waiver by Clinia Health Inc. to any of the rights will only take effect if documented in writing and such waiver will only apply to the rights and circumstances expressly set out in such waiver.

18. SEVERABILITY, FORCE MAJEURE, ENTIRE AGREEMENT AND HEADINGS

If one or more of the provisions of these Terms is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of these Terms shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under these Terms (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. These Terms constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in these Terms have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.

19. REPRESENTATIONS AND WARRANTIES

User represents and warrants that currently and throughout its use of the Services (i) he or she is fully authorized to enter into these Terms and that User is fully authorized to use the Services, (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to these Terms, including but not limited to privacy laws; and (iii) if User imports, uploads or provides any information into any software, program or platform provided as part of the Services, then User warrants that such information provided is rightfully collected and will comply with all applicable laws and regulations. User and each of its users agree to comply with all Clinia Health Inc. policies and all laws, rules and regulations relating to the use of the Services. Any violation of this section may result in loss of features, up to and including termination of User’s Account. User will indemnify Clinia Health Inc. for any costs, fines or damages incurred by Clinia Health Inc. due to User's failure to comply with this section.

20. GOVERNING LAW

These Terms shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with these Terms or resulting from the Services shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).

21. LANGUAGE

The parties hereto have expressly required that these Terms be drafted in English. Les parties aux présentes ont expressément exigé que la présente entente soit rédigée en anglais.