LeoMed Terms and Conditions of Use — FREEMIUM

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

Below you can find the freemium terms and conditions.

Links to other terms and conditions:
Terms and conditions - PREMIUM
Terms and conditions - GENERAL
Updated: 21 October 2021

PREAMBLE

Leomed Technologies Inc. a corporation incorporated under the Business Corporations Act, RLRQ, C. S-31.1, whose offices are located at 400-233 Frontenac Blvd. West, Thetford Mines, Province of Quebec, G6G 6K2 (" 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 resulting 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 to identify and control access rights and abnormal uses of the platform;
i) The creation of categorizations that can be assigned 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 assess the suitability of the SERVICES offered by LEOMED to its needs and to make its choice with full knowledge of the facts, the CLIENT acknowledges that LEOMED has provided it, in particular via the PLATFORM, with the necessary information, answered its questions and carried out any demonstrations it may have requested concerning the SERVICES described below.

ARTICLE 1. DEFINITIONS

1.1.
The terms listed below shall have the following definitions for the purposes of these terms:

" PROFILE ": means 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.

" ACCOUNT ": refers to the CUSTOMER's account on the PLATFORM allowing access to the SERVICES ordered according to the choices identified in the Special Conditions. Access to the ACCOUNT is via the CUSTOMER's IDENTIFIERS. An ACCOUNT may also result from the creation of a PROFILE by a USER in order to take advantage of the FREEMIUM SERVICES," PATIENT ": refers to the individual whose data is imported by the CUSTOMER into a PATIENT FILE in order to take advantage of the SERVICES. " CUSTOMER ": refers to the professional who has subscribed to one of the offers proposed by LEOMED, including the PLATFORM, and has been granted a PROFILE with a view to the use of the SERVICES

" PATIENT'S FILE ": means the electronic directory accessible via one or more PROFILES into 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 hereof.

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

" PREMIUM SERVICE ": refers to the service allowing the CUSTOMER to access all the PLATFORM SERVICES within the limits of technical constraints and according to the levels of service detailed at the time of subscription in the Special Conditions. The PREMIUM SERVICE will include a series of options that can be activated by the CLIENT.

" ADDITIONAL SERVICES ": refers to the optional services set out in the Special Terms and Conditions that can be activated directly by the CUSTOMER from their PROFILE and are subject to specific contractual conditions.

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

" IDENTIFIERS ": refers to the confidential identification code and password allowing access to the ACCOUNT. These Identifiers are provided by LEOMED and are for the exclusive use of the CUSTOMER who is solely responsible for them.

ARTICLE 2. PURPOSE OF THE T&CS - CONTRACTUAL DOCUMENTS

2.1.
These General Terms of Service (hereinafter " GTS "), concluded between LEOMED, on the one hand, and the CUSTOMER, on the other hand (hereinafter collectively referred to as the "PARTIES"), are intended to govern the rights and obligations of the PARTIES in the context of the FREEMIUM SERVICE, and are complementary to the General Terms of Use published at https://leomed.co/terms-and-conditions.

ARTICLE 3. SUBSCRIPTION TO THE FREEMIUM SERVICE

3.1.
In order to subscribe to the FREEMIUM SERVICE, the CUSTOMER must register on the PLATFORM in order to create an ACCOUNT in accordance with the provisions of article 3 of the General Terms of Use available at https://leomed.co/terms-and-conditions.
ARTICLE 4. DESCRIPTION OF THE FREEMIUM SERVICE

4.1.
The FREEMIUM SERVICES allow CLIENTS to, but are not limited to:
a) fill out questionnaires;
b) complete tasks;
c) access documentation;
d) receive communications and notifications through multiple channels;
e) submit documentation (non-functional and forthcoming);
f) chat with another user (non-functional and forthcoming);
g) submit notes (non-functional and forthcoming);
h) add a third-party peripheral device autonomously (non-functional and coming soon);
i) view the history of his/her data (non-functional and coming soon);
j) add and remove members of his/her care team and family caregivers (non-functional and coming soon);
k) share his/her data with other authorized users (non-functional and coming soon);
l) access, print and/or save PATIENT RECORDS (non-functional and coming soon);

4.2.
In return for the free FREEMIUM SERVICE, LEOMED reminds the CUSTOMER that no guarantee of service level is given in the context of this offer. Special Agreements with specific service level terms and conditions may be concluded between LEOMED and the CUSTOMER in the context of the paying offers detailed at https://www.leomed.co/notre-offre and the associated General Terms of Services.

ARTICLE 5. CUSTOMER'S OBLIGATIONS

5.1.
When using the LEOMED PLATFORM, the CUSTOMER undertakes not to undermine public order and to comply with the laws and regulations in force, including any regulation governing professional activities or code of ethics, as well as to respect the rights of third parties and the provisions of the present document and of the General Conditions of Use accessible at https://leomed.co/terms-and-conditions.

5.2.
In particular, with regard to the FREEMIUM SERVICE, the CUSTOMER agrees to
a) obtain the free and informed consent of PATIENTS before accessing their PATIENT RECORD constituted by another individual or entity in addition to informing them of their limited ability to contribute given the inherent limitations of the FREEMIUM SERVICES;
b) not infringe on the rights of third parties and in particular the intellectual property rights of third parties when disseminating or manipulating PATIENT RECORDS hosted on the PLATFORM and disseminated via the PUBLIC SPACE.

5.3.
In any event, it is recalled that the CLIENT uses the PLATFORM and the SERVICES under its full and exclusive responsibility. In particular, the CUSTOMER is solely responsible for the PATIENT FILES that he/she handles via the PLATFORM and for his/her relations with the PATIENTS, LEOMED having, in this context, the role of a simple 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 taken or accessed through the PLATFORM. Except in the case of gross negligence or where otherwise provided for by law, LEOMED shall not 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, in particular one accessible by hypertext link, or managed by the CLIENTS, which USERS may access via the PLATFORM is carried out at the USERS' own risk and shall in no way be considered as being under the responsibility of LEOMED.

6.1.3.
In any case, 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 gain in efficiency and/or optimisation of the CLIENTS' resources.

6.1.7.
The USER may engage LEOMED's liability 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's liability can only be sought 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 global 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 contract 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. SECURITY AUDITS

7.1.
In return for the free FREEMIUM SERVICE, LEOMED reminds the CUSTOMER that no specific security guarantee is given as part of this offer. Special Agreements with specific security terms and conditions, including the right to audit, may be concluded between LEOMED and the CUSTOMER in the context of the paying offers detailed at https://www.leomed.co/notre-offre and the associated General Terms of Services.

ARTICLE 8. INTELLECTUAL PROPERTY

8.1.
Each of the PARTIES will retain ownership of the knowledge, know-how, processes, information, technical, industrial or commercial data, supplies, software and other creations that it possessed prior to the validation of the present agreement.

8.2. 1.
PATIENT RECORDS published on the PLATFORM by a CLIENT from its ACCOUNT remain the property of the CLIENT, which ensures the control of their dissemination and their access via its PROFILE

8.3. Property of LEOMED
8.3.1.
The CLIENT acknowledges that the PLATFORM and all its components are the exclusive property of LEOMED.

8.3.2.
With the exception of the data published by the CUSTOMERS, 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.

8.3.3.
In this respect, the CUSTOMER 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 create 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.

8.3.4.
Any total or partial representation of the PLATFORM or its components, by any means whatsoever, without the prior express authorisation of LEOMED or, where applicable, of the CLIENTS and PATIENTS in the case of the PATIENT RECORDS distributed by them, is prohibited and shall constitute an infringement within the meaning of the Copyright Act, R.S.C. (1985), c. C-42.

8.3.5.
In addition, LEOMED expressly prohibits:
a) The extraction, 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; as long as the author of this extraction intervenes outside of a LICENSE granted by LEOMED or its CLIENTS;
b) Re-use, by making available to the public or to a third party, of all or a qualitatively or quantitatively substantial part of the PLATFORM, in any form whatsoever, provided that the author of this re-use intervenes outside of a LICENCE granted by LEOMED or its CLIENTS, in particular, but without limiting the generality of the foregoing, for the purposes of analysis, algorithmic training or other processes related to data science and machine learning.

8.4. Ownership of CREATIONS

8.4.1.
As part of the Services, LEOMED may be required to provide intellectual creation services consisting of the design of specific CREATIONS by LEOMED's teams on behalf of the CLIENT.

8.4.2.
These CREATIONS remain the property of LEOMED, and the CUSTOMER only has the right to use these CREATIONS in accordance with the provisions of Article 4 of these Conditions. In this respect, the CUSTOMER is reminded that any exploitation by the CUSTOMER of the CREATIONS or use of the CREATIONS outside of the SERVICES will give rise to legal proceedings.

8.4.3.
Furthermore, the CREATIONS may, where appropriate, be produced from documents, information, images or any other content supplied by the CUSTOMER to LEOMED. In this case, the CUSTOMER guarantees that the said content does not constitute an infringement of a third party's intellectual property rights or any form of unfair or parasitic competition. The CUSTOMER undertakes to bear all the costs of any claim directly relating to the said contents and their normal use by LEOMED under the CONTRACT, provided that the infringement does not relate to the modifications or additions made by LEOMED.

8.4.4.
In any event, it is agreed between the PARTIES that ownership of the CREATIONS may be transferred to the CUSTOMER at the latter's request after prior acceptance of a specific quote.

ARTICLE 9. PROTECTION OF PERSONAL DATA

9.1.
Each of the PARTIES guarantees the other that it will comply with the legal and regulatory obligations incumbent on it in relation to its role in the protection of personal data.

9.2. Concerning the processing carried out by LEOMED
9.2.1.
As part of the operation of the PLATFORM, LEOMED is likely to collect personal data.

9.2.2.
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.

9.2.3.
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.

9.2.4.
The CUSTOMER whose personal data is processed is reminded that he/she has the right to access, rectify and object to the processing of his/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 (" ATIPPS "). 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.

9.3. Concerning processing carried out by the CLIENT
9.3.1.
In the event of processing of personal data implemented by the CLIENT from its PROFILE, LEOMED will have the quality of a simple technical intermediary

9.3.2.
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 CUSTOMER and always under the CUSTOMER's full and exclusive responsibility;
b) will put in place reasonable means at its disposal to ensure the security and confidentiality of the personal data entrusted to it;

ARTICLE 10. FORCE MAJEURE

10.1.
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 others; interruption, suspension, reduction or disruption of electricity or other or any interruption of electronic communications networks.

ARTICLE 11. GENERAL PROVISIONS

11.1.
LEOMED reserves the right to update and modify the present terms and conditions at any time, it being specified that the terms and conditions in force are those validated by the CLIENT at the time of the first access to its DOMAIN.

11.2.
No indication or document may give rise to any obligation not included in the present terms and conditions, unless it is the subject of a new agreement between the PARTIES.

11.3.
The PARTIES further declare that this Agreement shall in no way be deemed to constitute a legal person or entity of any kind, and that any form ofaffectio societatis is expressly excluded from their relationship.

11.4.
The fact that one of the PARTIES has not demanded the application of any clause of the present contract, whether permanently or temporarily, shall in no case be considered as a waiver of the said clause.

11.5.
In the event of difficulty of interpretation between any of the headings appearing at the beginning of the clauses and any of the clauses, the headings shall be declared non-existent.

11.6.
If any of the stipulations of these terms and conditions are declared null and void in accordance with a legislative or regulatory provision in force and/or a court decision that has the force of res judicata, it shall be deemed not to have been written, but this shall in no way affect the validity of the other clauses, which shall remain fully applicable.

ARTICLE 12. APPLICABLE LAW & CHOICE OF COURT

12.1.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be brought before the courts of the District of Montreal having the requisite subject matter jurisdiction under the laws applicable in the Province of Quebec.