Terms and conditions

 

These User Terms (“User Terms”) are entered into and agreed to MED TECHNOLOGIES INC. (“MEDTECH”) AND ALL USERS OF THE MEDTECH SERVICES. BY ACCESSING AND USING THE SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE USER TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE THE SERVICES.

THE MEDTECH SERVICES ARE NOT INTENDED FOR MEDICAL DIAGNOSIS, TREATMENT, OR ANY MEDICAL ADVICE.

We reserve the right to update or otherwise modify these User Terms from time to time. You are responsible for checking these User Terms periodically for changes and updates. Your use of the Services following such posted changes and updates constitutes acceptance of such changes and updates.

 

DEFINITIONS:  In these User Terms, the following terms shall have the following definitions:

"Affiliate" means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities/shares of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.

"User Data" means any and all information submitted to MedTech by User, or received by MedTech on behalf of User, in connection with the Service, including Personal Information.

“Intellectual Property” means any material or property that derives from the work of the mind or intellect, including, without limitation, all information, data, algorithm, databases and documentation thereof, designs, inventions, improvements, enhancements, formulae, works, trade secrets, know how, methods, devices, techniques, discoveries, ideas, processes, marketing and sales relationships, marketing plans, computer programs, software in both object code and source code format, including that which may be subject to protection under any one or more Intellectual Property Rights.

“Intellectual Property Rights” means any right or protection in any Intellectual Property existing from time to time in a specific jurisdiction under any patent law, copyright law, mask work rights law, moral rights law, trade secret law, industrial design law, semiconductor chip protection law, trade-mark law, domain name law, unfair competition law, or other similar law and includes legislation by competent governmental authorities and judicial decisions under common law or equity (including applications for, and registrations, extensions, renewals, and re-issuances of, the foregoing).

"Service" means the MedTech owned softwares designed to (i) assess applicants requiring a standard in-person pre-employment medical examination, (ii) provide a preventive screening solution to employees, or (iii) conduct health routine screening tests.

“Service Term” means the duration of the provision of the Service measured in months as indicated in an applicable Order Form, and any applicable Renewal Term(s) thereafter, as outlined therein.

"User" means individual(s) who is (are) authorized to use the Service by MedTech.

1.         THE SERVICE

1.1            User’s right to use the Service is limited therein. User access to the Service includes (a) full and unlimited use of User Data, and (b) all updates, upgrades and enhancements that MedTech makes publicly available. MedTech reserves the right to provide emergency updates for the purpose of security updates and emergent functionality patches from time to time without notice. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to these User Terms.

2.          TERM AND TERMINATION

2.1           Deletion of User Data.  At User’s written request upon termination of the provision of the Service, or upon expiration of these User Terms, MedTech shall delete any existing copies of User Data, unless required by law to refrain from such deletion. However, MedTech may retain copies of User Data and User Data that are stored on MedTech’s backup or recovery systems until the ordinary course of deletion thereof.

3.          PROPRIETARY RIGHTS

3.1            Reservation of Rights.  Subject to the limited rights expressly granted hereunder, MedTech reserves all right, title and interest in and to the Service, including all related Intellectual Property Rights thereto. No rights are granted to User hereunder other than as expressly set forth herein. The Service is protected by copyright and other Intellectual Property laws and treaties. MedTech grants a time limited, non-exclusive, and non-transferable license to User to use the Service. MedTech or its licensors own the title, copyright, and all other Intellectual Property Rights in the Service. The Service is licensed, not sold, and these User Terms only gives User limited rights to use the Service. Unless applicable law gives User more rights despite this limitation, User may use the Service only as expressly permitted in these User Terms.

3.2            Ownership of User Data and User Data. User exclusively owns all right, title and interest in and to all User Data. User grants MedTech a right to use User's Data, except Personal Information, for internal reference, research, and analysis for the purpose of providing technical support, usage or performance.

4.           UNAUTHORIZED USE. 

4.1            Without the express prior written consent of MedTech (which may be arbitrarily withheld), User may not access the Service (i) if User is a direct competitor of MedTech; (ii) for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (iii) for purposes of performing intrusive testing on the Service, including but not limited to vulnerability scanning, penetration testing, load testing, or any other intrusive testing.

4.2            User may not (i) reverse engineer, decompile or disassemble the Service; (ii) publish the Service for others to copy; (iii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use the Service to store or transmit malicious code; or (v) use the Service in any way that is against the law.

5.           USER RESPONSIBILITIES.

5.1            User shall: (a) be responsible for compliance with these User Terms; (b) be solely responsible for the accuracy, and legality of User Data and of the means by which User acquired User Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify MedTech promptly of any such unauthorized access or use, (d) use the Service only in accordance with applicable laws and government regulations, and any additional instruction manuals which MedTech may make available or provide and (e) use the Services per intended goal to promote health and provide preventative services in accordance to applicable law, without  discrimination.

5.2           User shall not: (a) make the Service available to anyone other than Users; (b) sell, resell, rent or lease the Service as a whole; (c) interfere with or disrupt the integrity or performance of the Service or third party Data contained therein; (d) permit any third party to access the Service except as permitted herein; (e) create derivate works based on the Service; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) use the Service for commercial software hosting services; (h) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; or (i) work around any technical limitations in the Service.

5.3            It shall be the responsibility of User to be familiar with and abide by all applicable local, national and international laws and regulations (including but not limited to policies and laws related to the privacy of personal information of Users) in relation to the use of the Service. User is solely responsible for its Users’ errors of fault that occur under User’s account for use of the Service. MedTech does not and will not interpret any laws, rules, or regulations for User, and User is ultimately responsible for making informed decisions regarding the data collection of Users and the legalities of such collection, use or disclosure. User herein represents, covenants, and warrants that User shall use the Service only in compliance with these User Terms, any applicable Order Form(s), and all applicable Exhibits, Addenda and/or Appendices.

6.           CONFIDENTIALITY OBLIGATIONS

6.1            Definition of Confidential Information.  As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, or in writing, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. User’s Confidential Information shall include but is not limited to the following: User Data and User Data, including Personal Information.  Confidential Information of each Party shall include but is not limited to User pricing for the Service, as well as confidential business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party by the Receiving Party or any third party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any limitation on use or disclosure and without breach of any obligation owed to the Disclosing Party, by the Receiving Party or any third party (c) is lawfully in Receiving Party’s possession and was received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party prior to the date of disclosure by the Disclosing Party.

6.2            Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same or substantially similar degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of performing its obligation herein in accordance with these User Terms, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access for purposes consistent with these User Terms and who have duties or obligations of confidentiality no less stringent than those herein.

6.3            Protection of User Data.  Without limiting the above, MedTech shall maintain, in compliance with the terms of its Privacy Policy, appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of User Data. MedTech shall ensure that all staff who have access to User Personal Information have committed to obligations of confidentiality as stringent as set forth under these User Terms.  In addition, MedTech shall, as soon as reasonably practicable, notify User of any suspected or actual Data Incident and provide User with reasonable assistance to respond and mitigate such Data Incident.

6.4            Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted), diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and reasonable assistance to protect against and/or limit such disclosure, at the Disclosing Party's cost. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7.           WARRANTIES AND DISCLAIMERS. 

7.1            EXCEPT AS EXPRESSLY SET FORTH IN THESE USER TERMS THE SERVICE IS DISTRIBUTED "AS IS" WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDTECH SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of warranty affects User specific legal rights, but is without prejudice to any rights to which User are entitled (to the extent that they cannot be waived) under applicable law.  For example, User may have rights which may vary depending upon where User is located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to User.

8.           GENERAL TERMS.

8.1            Notice.  All notices which may be given under these User Terms shall be delivered in person, by email, courier, or sent by regular mail (a) to MedTech Software Inc., [MedTech Address], with a copy to email: [MedTech email Address].

8.2            Governing Law and Jurisdiction.  This User Terms will be construed in accordance with and governed by the Law of the Province of Québec, Canada. The Parties agree to submit any dispute relating to these User Terms to this exclusive jurisdiction.

8.3            Assignment.  Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign these User Terms in its entirety (provided all Order Forms are also assigned), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale, of all or substantially all of its assets not involving a direct competitor of the other Party. Subject to the foregoing, these User Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

8.4            Modification: MedTech reserves the right to amend these User Terms from time to time, in which case the new User Terms will supersede prior versions. MedTech will notify User of material changes not less than ten (10) days prior to the effective date of any such amendment, and User continued use of the Service following the effective date of any such amendment will constitute consent to any such amendment.