LeoMed Terms and Conditions of Use

This English version is a translation provided for convenience. In case of any discrepancy, the French version prevails.

Below you can find the LeoMed general terms and conditions of use.

Links to the sub-types of general terms and conditions of use:
FREEMIUM general terms and conditions of use
PREMIUM general terms and conditions of use
Updated: 21 October 2021

PREAMBLE

Leomed Technologies Inc. a corporation incorporated under the Business Corporations Act, R.R.S.Q., C. S-31.1, whose offices are located at 400-233 Frontenac Blvd. West, Thetford Mines, Province of Quebec, G1K3A6 (" LEOMED ") operates the LeoMed platform (the " PLATFORM ") accessible at https://leomed.co as well as on the LeoMed mobile applications (the " APPLICATIONS ")

Based on a SaaS(software as a service) model, the PLATFORM can be used in particular to facilitate internal or external interprofessional and/or interdisciplinary collaboration specific to professionals working in the field of health sciences, and allows in particular, but not exclusively

a) The creation of a centralised file specific to each patient;
b) The recording of raw data concerning each patient as well as the clinical impressions derived from it;
c) The connection and real-time import of data collected by third-party devices and their archiving in the patient file with a view of the history of the data as well as the related alerts;
d) The sharing of images and certain electronic document formats
e) Creation, editing and publication of forms with decision algorithms and establishment of alert levels associated with its various conclusions;
f) Creation, editing, publication and monitoring of care protocols that can allow the automated sending over time of questionnaires, tasks, documentation, communications intended for patients, their family caregivers and their multidisciplinary care team;
g) The display of a dashboard concerning the observation and triggering of alerts from third-party devices or questionnaires;
h) A security centre enabling access rights and abnormal use of the platform to be identified and controlled;
i) The creation of categorisations that can be attributed to patients, forms and care protocols
j) The creation of users and the management of their roles and permissions in the platform;
k) The general configuration of the platform itself and the renaming of the tabs and terms used in order to adapt it to the specific realities of the user;

(hereinafter the " SERVICES ")

In order to benefit from these functionalities, the PLATFORM proposes two types of offers:

1. A FREEMIUM offer, which provides free access to the PLATFORM's SERVICES, excluding the services and service guarantees offered as part of the paying offers subscribed to by CUSTOMERS - within the limits of technical constraints detailed at the time of subscription.
2. A PREMIUM offer, a paying offer which allows access to all the PLATFORM's SERVICES within the limits of the technical constraints detailed at the time of subscription. It is specified that the PREMIUM offer will include a series of options that can be activated by the CLIENT.

These General Terms and Conditions of Use (hereinafter referred to as " GTCU ") govern all the different uses of the PLATFORM through these two types of offers. THUS, ANY USE OF THE PLATFORM IN ANY CAPACITY WHATSOEVER IMPLIES THE USER'S UNRESERVED ACCEPTANCE OF THESE GENERAL CONDITIONS OF USE (GCUS), WHICH CAN BE CONSULTED AND DOWNLOADED FROM THE URL ADDRESS https://leomed.co/privacy-policy

ARTICLE 1. DEFINITIONS

1.1.
The terms listed below shall have the following definitions in the context of these GCU:

" PROFILE ": refers to the administration interface made available to the CLIENT by LEOMED. Through the PROFILE, the CUSTOMER can personalise the information concerning him/her, define the administration and access rights for PATIENT RECORDS and security levels for the creation of PATIENT RECORDS, their modification, publication, etc.

" PATIENT ": refers to the citizen whose data is imported by the CLIENT into a PATIENT RECORD in order to take advantage of the SERVICES.

" CLIENT ": refers to the professional who has subscribed to one of the offers proposed by LEOMED, including the PLATFORM, and who has been granted a PROFILE in order to use the SERVICES.

" PATIENT'S FILE ": means the electronic directory accessible via one or more PROFILES within which the CLIENT imports and/or produces the PATIENT's personal data and/or information in order to take advantage of the SERVICES and made accessible by the CLIENT to all or some of the different categories of USERS depending on the offer subscribed to by the CLIENT and the SERVICES offered by the latter.

" PUBLIC AREA ": refers to all the areas of the PLATFORM that are freely accessible to all categories of USERS.

" PLATFORM ": refers to the platform published by LEOMED as well as all its graphic, sound, visual, software and textual components. The PLATFORM is the exclusive property of LEOMED. It is accessible at https://leomed.co and/or via the APPLICATIONS.

" SERVICES ": refers to all the services offered by LEOMED via the PLATFORM. The Services are detailed in Article 4 of these GTC.

" FREEMIUM SERVICE ": refers to the free offer made to USERS. To subscribe to the FREEMIUM SERVICE, CUSTOMERS are invited to validate the FREEMIUM Terms of Service available at https://leomed.co/terms-and-conditions-freemium.

" USERS ": refers to all categories of users of the PLATFORM. Thus, CLIENTS, their agents and/or employees and PATIENTS are considered USERS.

ARTICLE 2. PURPOSE OF THE GTCs - CONTRACTUAL DOCUMENTS

2.1.
These GTCs, concluded between LEOMED on the one hand, and CLIENTS on the other (hereinafter collectively referred to as the " PARTIES "), are intended to govern the rights and general obligations of the PARTIES in the context of the use of all the SERVICES offered via the PLATFORM. They constitute the common basis of the contractual relationship and are completed by
a) the FREEMIUM General Terms and Conditions of Use (" FREEMIUM GTC ") available at https://leomed.co/terms-and-conditions-freemium, which govern the use of the FREEMIUM SERVICE by CUSTOMERS;
b) the PREMIUM General Terms and Conditions of Use (" PREMIUM GTC ") available at https://leomed.co/terms-and-conditions-premium, which govern the use by CUSTOMERS of the SERVICES associated with the fee-based offers proposed by LEOMED

ARTICLE 3 - CONDITIONS OF ACCESS & REGISTRATION

3.1.
Each USER may access the PUBLIC AREA and consult PATIENT FILES without opening an account (non-functional and future).

3.2.
The USER wishing to become a CUSTOMER is invited to follow the registration procedure defined below.

3.3.
Registration on the PLATFORM is in principle open to any legal entity and any natural person who is capable and of age and subject to an appropriate code of ethics, professional order or privacy policy;

3.4.
However, LEOMED reserves the right to refuse registration at its own discretion, in particular if the CLIENT's activity contravenes the image of the PLATFORM, without LEOMED being held liable in any way whatsoever.

3.5. Registration procedure.
3.5.1.
USERS wishing to open an account must first: a) complete a form accessible at the following address: https: //leomed.co/contact. The USER, who becomes a CUSTOMER when LEOMED validates the opening of an account, guarantees that the data he/she communicates is accurate, sincere and true to life. Any change in the CLIENT's situation must be updated by the CLIENT in the PROFILE. If the CUSTOMER provides inaccurate, insufficient or out-of-date information, LEOMED may immediately, without notice or compensation, suspend or terminate the CUSTOMER's account.

3.6. Management of Identifiers
3.6.1.
LEOMED informs the USER who has become a CUSTOMER of the acceptance of his registration following an administrator's check by sending a confirmation email to the address given during the registration process. This address constitutes the CLIENT's identifier and the CLIENT must also choose a password.

3.6.2.
The CLIENT will be solely responsible for the use of its identification elements by third parties or for actions taken through its account, whether fraudulent, otherwise illegal or not.

3.6.3.
In the event that a CLIENT discloses or uses these elements in a manner that is contrary to their intended purpose, LEOMED will be entitled to terminate the account at its sole discretion, with no prior notice or indemnity. The CLIENT, by registering, guarantees and gives full and absolute release to LEOMED against any demand, reproach or cause of action in this respect.

3.6.4.
LEOMED will not be held responsible in any way for the usurpation of the CLIENT's identity. All access and actions carried out from a CUSTOMER's account will be presumed to be carried out by that CUSTOMER, insofar as LEOMED is not obliged to and does not have the technical means to ensure the identity of persons accessing the PLATFORM and the SERVICES.

3.6.5.
Any loss, misappropriation or unauthorised use of a CUSTOMER's identifiers and the consequences thereof are the sole responsibility of the CUSTOMER, who is required to notify LEOMED without delay by e-mail to the following address: [email protected]

3.7. Logging in and setting up the account
3.7.1.
By logging in to his PROFILE, the CUSTOMER will be able to:
a) Change his password and login details;
b) Access all his personal information;
c) Access the various features of the PROFILE.

3.8. Use of the PROFILE from the account
Via his PROFILE, the CUSTOMER will be able to, but not limited to, depending on his level of authorisation:

a) Create, modify, and share PATIENT RECORDS;
b) Modify their personal information;
c) Modify their password;
d) Modify their level of alerts and the way notifications are sent;
e) Have access to the different establishments in which the CLIENT is a LEOMED user;
f) Choose the third party devices that are active on the CLIENT's platform and the data that is allowed;
g) Connect and import in real time data collected by third party devices and archive it in the patient record with a view of the history of the data and the alerts associated with it;
h) Create, edit and publish forms with decisional algorithms and establish the level of alerts associated with its various conclusions;
i) Create, edit, publish, deploy and monitor care protocols that can allow the automated sending of questionnaires, tasks, documentation and communications to patients, their family carers and their multidisciplinary care team;
j) View the dashboard concerning the observation and triggering of alerts from third-party devices or questionnaires;
k) Access a security centre to identify and control access rights and abnormal uses of the platform;
l) Create categorisations that can be assigned to patients, forms and care protocols;
m) Create users and manage their roles and permissions in the platform;
n) Configure the platform itself and rename the tabs and terms used in order to adapt it to the specific realities of the user;
o) Open a technical support ticket (non-functional and forthcoming);

3.9. Unsubscribing
3.9.1.
The CUSTOMER may at any time close his account by sending an e-mail to this effect to [email protected]. LEOMED will deactivate the account as soon as possible and send the CUSTOMER an email confirming the closure of the account and the definitive deletion of all its elements on the PLATFORM.

3.9.2.
It is therefore up to the CUSTOMER to collect all the data it wishes to retrieve (source data files, PATIENT RECORDS, etc.) prior to closing its account.

ARTICLE 4. DESCRIPTION OF SERVICES

4.1. SERVICES dedicated to USERS
4.1.1.
Access to the PLATFORM is possible 24 hours a day, 7 days a week, except in cases of force majeure, technical incidents or interventions made necessary for the proper functioning of the PLATFORM.

4.1.2.
By browsing the PLATFORM, each USER has the possibility of:
a) consulting the PATIENT RECORDS published by CLIENTS who have provided an invitation to this effect;
b) registering with a view to creating an account and benefiting from the SERVICES detailed in point 4.2 below. The USER then becomes a CLIENT.

4.2. SERVICES dedicated to CLIENTS

4.2.1. The SERVICES dedicated to CUSTOMERS, detailed at https://www.leomed.co/notre-offre, include the elements described in article 3.8, as well as those mentioned below:
a) The functionality for creating PATIENT RECORDS;
b) The provision of the PROFILE for managing and administering PATIENT RECORDS;
c) Inviting new USERS to access particular PATIENT RECORDS;
d) The services and guarantees offered as part of the paying offers subscribed to by CUSTOMERS.

4.2.2.
Specific Service Level Agreements (including details of maintenance and hosting services) may be concluded between LEOMED and the CUSTOMER in the context of the paying offers detailed at the time of subscription and the associated General Terms of Service.

ARTICLE 5. TERMS OF USE

5.1. General obligations of USERS
5.1.1.
When using the PLATFORM, each USER undertakes not to undermine public order and to comply with the laws and regulations in force, to respect the rights of third parties and the provisions of these GTC.

5.1.2.
Each USER is obliged to:
a) To behave in a fair and reasonable manner towards LEOMED and third parties;
b) To be honest, responsible and sincere in the information provided to LEOMED and, where applicable, to other USERS;
c) To use the PLATFORM only in accordance with the purpose described in these GTC;
d) Not to divert the purpose or otherwise use the PLATFORM to commit breaches of the law, offences, crimes, misdemeanours or contraventions punishable by the Criminal Code, a Code of Ethics, or any other law;
e) Respect the privacy of third parties, PATIENTS and the confidentiality of exchanges between CLIENTS;
f) Not attempt to divert USERS to another site or a competing service;
g) Not attempt to undermine the automated data processing systems used to operate the PLATFORM;

5.1.3.
In compliance with the legal and regulatory provisions in force and in accordance with the laws concerning freedom of expression and the rights to privacy, reputation and professional secrecy, the USER undertakes not to disseminate any message or information :
a) of a defamatory nature or otherwise prejudicial to LEOMED, its interests and/or related persons;
b) contrary to public order and/or good morals;
c) of an abusive, defamatory, racist, xenophobic or sexist nature, or damaging the honour or reputation of others;
d) inciting discrimination, hatred of a person or a group of persons because of their origin or their membership or non-membership of a particular ethnic group, nation, race or religion; e) threatening a person or group of persons;
f) of a paedophile nature;
g) inciting to commit an offence, a crime or an act of terrorism or glorifying war crimes or crimes against humanity;
h) inciting to suicide;
i) enabling third parties to obtain, directly or indirectly, pirated software, software serial numbers, software enabling acts of piracy and intrusion into computer and telecommunications systems, viruses and other logic bombs and, in general, any software or other tool enabling the rights of others and the security of persons and property to be infringed;
j) of a commercial nature (canvassing, soliciting, prostitution, etc.)

5.2 General obligations of CLIENTS
5.2.1.
When using the SERVICES, the CLIENT undertakes to :
a) comply with the General Terms of Service specific to the selected offer;
b) comply with all of its ethical, deontological and/or professional obligations, where applicable, including the protection of professional secrecy and consent to care;
c) obtain the free and informed consent of each PATIENT before transferring and/or recording professional information about them in PATIENT RECORDS or on any other device or directory linked directly or indirectly to the PLATFORM;
d) not infringe the rights of PATIENTS and/or third parties and in particular the intellectual property rights of third parties when creating, distributing or manipulating PATIENT RECORDS created from the account opened on the PLATFORM;
e) to cooperate with LEOMED on all matters relating to the SERVICE;
f) to allow LEOMED to report testimonials, the content and presentation of which will be agreed between the PARTIES;
g) upon simple mention by LEOMED to this effect, inform and/or forward to all PATIENTS for whom he/she collaborates and/or has created a PATIENT FILE any information relevant to data security, changes concerning LEOMED's confidentiality policy or any other information shared by LEOMED as having to be transmitted to them;
h) where applicable, follow any training programme recommended by LEOMED before using the SERVICES made available to him/her, and in particular the tutorial accessible directly online from the PROFILE;

5.2.2.
Notwithstanding any other mention that may be interpreted to the contrary, the CLIENT uses the PLATFORM and the SERVICES under its entire and exclusive responsibility. In particular, the CUSTOMER is solely responsible for the PATIENT RECORDS disseminated via the PLATFORM and for its relations with the PATIENTS, LEOMED having, in this context, the role of a mere technical intermediary.

ARTICLE 6. RESPONSIBILITY

6.1. General principles
6.1.1.
The USER is solely responsible for his or her use of the PATIENT RECORDS and more generally for any content published on the PLATFORM. Except in the case of gross negligence or where otherwise provided for by law, LEOMED cannot be held liable for any damage caused by the use of all or part of the PATIENT RECORDS or content published on the PLATFORM.

6.1.2.
The same applies to the PATIENT RECORDS accessible via the CLIENTS' PROFILES. Contact with any third-party site, particularly those accessible by hypertext link, or managed by CLIENTS, which USERS may access via the PLATFORM is carried out at the USERS' own risk and shall in no way be considered to be under the responsibility of LEOMED.

6.1.3.
In any event, the source of the PATIENT RECORDS and other content published on the PLATFORM is given to the USER by LEOMED, which cannot be held responsible for content that it did not create.

6.1.4.
Subject to the mandatory provisions of the Law, LEOMED also declines any form of liability in the event of:
a) abnormal use or illicit exploitation of the PLATFORM;
b) use of the PLATFORM that does not comply with and is not provided for in these GTC;
c) temporary inability to access the PLATFORM due to technical maintenance operations or interruptions linked to the nature of the Internet network that are independent of LEOMED;
d) viral attacks;
e) incomplete, out-of-date or erroneous PATIENT RECORDS circulated by a CLIENT;
f) failure of a CLIENT in its relations with one or more PATIENTS;
g) unsuitability of the SERVICES for the computer hardware and software used by the USER, whose compatibility it is the USER's sole responsibility to assess;

6.1.5.
It is expressly agreed between the PARTIES that LEOMED is subject to a general obligation of means and that it is not bound by any obligation of result or reinforced means of any kind.

6.1.6.
Generally speaking, LEOMED cannot guarantee that the use of the SERVICES will generate an increase in turnover or provide an observable or unobservable gain in efficiency and/or optimisation of the CLIENTS' resources.

6.1.7.
The USER may hold LEOMED liable if he/she has previously notified LEOMED by registered letter with acknowledgement of receipt of the alleged breach and LEOMED has not responded within thirty (30) days of receiving this notice. In any event, it is recalled that LEOMED may only be held liable in the event of gross negligence, in accordance with the applicable laws.

6.1.8.
Furthermore, due to the very nature of the Internet network (interconnection of a multitude of independent parties), no one can guarantee the overall functioning of the networks from end to end. LEOMED can therefore in no way be held responsible for any damage that it did not cause directly.

6.1.9.
Under no circumstances shall LEOMED be held liable, regardless of the type of action brought, for any indirect damage of any kind, for example, and without this list being exhaustive, any financial or commercial damage, loss of profit, commercial disturbance, loss of earnings, physical injury suffered by a PATIENT or a third party, or action brought by a PATIENT or a third party against the USER, as well as the consequences of these, linked to the present document or to its execution. The USER is solely responsible for any direct or indirect, material or immaterial damage caused by him or one of his employees to LEOMED or to third parties as a result of his use of the PLATFORM and the associated SERVICES.

6.1.10.
It is expressly agreed between the PARTIES that the provisions of this clause shall continue to apply even in the event of termination of the present agreement by a final court decision.

6.2.Origin of PATIENT RECORDS
6.2.1.
USERS acknowledge that LEOMED does not guarantee the validity, completeness or timeliness of the PATIENT RECORDS or other content posted by CLIENTS on the PLATFORM.

6.2.2.
Only CLIENTS are responsible for the PATIENT RECORDS, content and services they offer directly to PATIENTS via the PLATFORM and its SERVICES.

ARTICLE 7. INTELLECTUAL PROPERTY

7.1.
The USER acknowledges that the PLATFORM and all its components are the exclusive property of LEOMED.

7.2.
With the exception of the data published by the CLIENTS, it is recalled that the brands, logos, slogans, graphics, photographs, animations, videos, software, databases and texts created, published or registered by LEOMED are the exclusive property of LEOMED and may not therefore be reproduced, used or represented without prior express authorisation, on pain of legal proceedings.

7.3.
In this respect, the USER undertakes to :
a) not to use the names reasonably attributable to LEOMED in its public, advertising or promotional campaigns without the prior written consent of LEOMED;
b) not to cause any confusion with LEOMED in its advertising campaigns and/or promotional announcements;
c) not to adapt, correct, modify or reproduce the PLATFORM and the associated SERVICES in whole or in part.

7.4.
Any representation, in whole or in part, of the PLATFORM or its components, by any means whatsoever, without the prior express authorisation of LEOMED or, as the case may be, of the CLIENTS and PATIENTS in the case of the PATIENT RECORDS disseminated by them, is prohibited and shall constitute an infringement within the meaning of the Copyright Act, R.S.C. (1985), c. C-42.

7.5.
In addition, LEOMED expressly prohibits:
a) The extraction, unless specifically agreed in writing, by permanent or temporary transfer of all or a qualitatively or quantitatively substantial part of the content of the PLATFORM, by any means and in any form whatsoever;
b) Re-use, unless specifically agreed in writing, by making all or a substantial part of the content of the PLATFORM available to the public or to a third party in any form, including, without limiting the generality of the foregoing, for the purposes of analysis, algorithmic training or other processes related to data science and machine learning.

ARTICLE 8. PROTECTION OF PERSONAL DATA

8.1.
Each of the PARTIES guarantees to the other that it complies with the legal and regulatory obligations incumbent on it in relation to its role in the protection of personal data.

8.2. Concerning the processing carried out by LEOMED:
8.2.1.
As part of the operation of the PLATFORM, LEOMED is likely to collect personal data.

8.2.2.
This data is necessary for the management of the PLATFORM and will be processed in accordance with the purposes set out at the time of collection.

8.2.3.
In this respect, the USER is invited to consult the Privacy Policy accessible at https://leomed.co/privacy-policy, which will provide further information on the protection of personal data and the processing carried out via the PLATFORM.

8.2.4.
It is recalled that the USER whose personal data is processed has the right to access, rectify and object to the processing of his or her personal data, in accordance with Canada's Personal Information Protection and Electronic Documents Act("PIPEDA") and Quebec's Act respecting the protection of personal information in the private sector("AIPPS"). These rights may be exercised, in accordance with the law, by simple request by e-mail to [email protected], by paper mail to the address of LEOMED's head office, providing proof of identity and a legitimate reason, when required by law.

8.3. Concerning processing carried out by the CLIENT
8.3.1.
In the event of processing of personal data carried out by the CLIENT from its PROFILE, LEOMED will act as a mere technical intermediary.

8.3.2.
It is therefore expressly agreed between the parties that LEOMED:
a) will not carry out any data processing operation unless instructed to do so by the CLIENT and always under the CLIENT's full and exclusive responsibility;
b) will put in place reasonable means in accordance with industry standards at its disposal to ensure the security and confidentiality of the personal data entrusted to it.

ARTICLE 9. FORCE MAJEURE

9.1.
LEOMED shall not be held responsible, or considered to have failed to comply with these GCU, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the courts and tribunals of Quebec, including in particular in the event of an attack by computer hackers, the unavailability of materials, supplies, spare parts, personal equipment or other; interruption, suspension, reduction or disruption of electricity or other or any interruption of electronic communications networks.

ARTICLE 10. GENERAL PROVISIONS

10.1.
LEOMED reserves the right to update and modify these GTCs at any time, it being specified that the GTCs in force are those published on the PLATFORM at the time of access to the PLATFORM and browsing by the USER.

10.2.
No indication or document may give rise to any obligation not specified in these GTUs, unless they are the subject of a new agreement between the Parties.

10.3.
The Parties further declare that these GTUs may in no way be considered as an act constituting a legal person or entity of any kind, and that any form ofaffectio societatis is formally excluded from their relationship.

10.4.
The fact that one of the Parties has not demanded the application of any clause of these GCU, whether permanently or temporarily, shall in no case be considered as a waiver of said clause.

10.5.
In the event of difficulty of interpretation between one of the titles appearing at the head of the clauses and one of these clauses, the titles will be declared non-existent.

10.6.
If one of the stipulations of the present GTUs were to be declared null and void with regard to a legislative or regulatory provision in force and/or a court decision having the authority of res judicata, it will be deemed unwritten, but will in no way affect the validity of the other clauses, which will remain in full force and effect.

ARTICLE 11. APPLICABLE LAW & CHOICE OF COURT

11.1.
Any controversy or claim arising out of or relating to these TOU or its breach shall be brought before the District Court of Montreal having the requisite subject matter jurisdiction under the laws applicable in the Province of Quebec.