Terms of Service

MEDISEEN Software as a service TERMS OF SERVICE (Health Care Providers)

These Terms of Service were last updated on April 8, 2018.

These MediSeen Software As A Service Terms of Service (the “Platform Use Agreement”) are an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the MediSeen SaaS Services (such person, the “User” or “you”) and MediSeen Inc. (“MediSeen”, MediSeen and User, the “Parties” and each, a “Party”), and is entered into the earlier of: (a) the date User first uses any part of the MediSeen SaaS Services; and (b) the date User agrees to be bound by this Platform Use Agreement (the “Effective Date”).

This Platform Use Agreement is incorporated into and forms part of the health care provider agreement entered into between you and MediSeen for provision of your services through the MediSeen platform and sets out additional obligations and responsibilities you have in respect of your use of the MediSeen SaaS Services.

BY USING THE MEDISEEN SAAS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS PLATFORM USE AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS PLATFORM USE AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE MEDISEEN SAAS SERVICES.

1. Definitions

(a) “Application” means the mobile device software application provided by MediSeen through the Apple App Store or Google Play.

(b) “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Platform Use Agreement.

(c) “MediSeen Services” has the meaning set out in the main body of this Platform Use Agreement, provided that the term “MediSeen Services” includes the MediSeen Software and Technical Support Services.

(d) “MediSeen Software” means all software used by MediSeen to provide the MediSeen Services and MediSeen Platform, including the Application, and any updates provided as part of the MediSeen Services and MediSeen Platform.

(e) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

(f) “Technical Support Services” means the support services described in Section 7.

(g) “User” means the Primary Care Physician or Health Care Practitioner, as applicable, using the MediSeen Platform or MediSeen Services.

(h) “User Account” has the meaning set out in Section 5(a).

(i) “User Data”means any data, information, content, records, and files that User loads, transmits to or enters into the MediSeen Services or MediSeen Platform.

(j) “Website” means any websites used by MediSeen to provide the MediSeen Services and MediSeen Platform, including the website(s) located at https://mediseenhealth.com.

2. MediSeen Services and MediSeen Platform

(a) Restrictions on Use. User acknowledges and agrees that it is responsible for the compliance with this Platform Use Agreement, any guidelines and policies published by MediSeen from time to time, and User’s activities on the MediSeen Services and MediSeen Platform. Without limiting the generality of any of the foregoing, User must not itself, and will not permit others to:

(i) sub-license, sell, rent, lend, lease or distribute the MediSeen Services and MediSeen Platform or any intellectual property rights therein or otherwise make the MediSeen Services or MediSeen Platform available to others;

(ii) use the MediSeen Services or MediSeen Platform to permit timesharing, service bureau use or commercially exploit the MediSeen Services or MediSeen Platform;

(iii) use or access the MediSeen Services or MediSeen Platform in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the MediSeen Services or MediSeen Platform, or for any purpose or in any manner not expressly permitted in this Platform Use Agreement;

(iv) use the MediSeen Services or MediSeen Platform to create, collect, transmit, store, use or process any User Data:

(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(B) that User does not have the lawful right to create, collect, transmit, store, use or process;

(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or

(D) that contains any false, misleading or fraudulent information;

(v) Modify the MediSeen Services or MediSeen Platform;

(vi) reverse engineer, de-compile or disassemble the MediSeen Services or MediSeen Platform;

(vii) remove or obscure any proprietary notices or labels on the MediSeen Services or MediSeen Platform, including brand, copyright, trademark and patent or patent pending notices;

(viii) access or use the MediSeen Services or MediSeen Platform for the purpose of building a similar or competitive product or service;

(ix) perform any vulnerability, penetration or similar testing of the MediSeen Services or MediSeen Platform; or

(x) collect or harvest any personal data of any other user of the MediSeen Services or MediSeen Platform.

(b) Suspension of Access; Scheduled Downtime; Modifications. MediSeen may, at its discretion:

(i) suspend User’s access to or use of the MediSeen Services and MediSeen Platform or any component thereof:

(A) for scheduled maintenance;

(B) if User violates any provision of this Platform Use Agreement; or

(C) to address any emergency security concerns; and

(ii) Modify the MediSeen Services and MediSeen Platform.

User is required to accept all patches, bug fixes and updates made by or on behalf of MediSeen to the MediSeen Services and MediSeen Platform in a timely manner.

(c) Licensed Third Party Technology. The MediSeen Services and MediSeen Platform may contain or require the use of Licensed Third Party Technology. User will accept and comply with the license terms applicable to Licensed Third Party Technology. Without limiting the generality of the foregoing, MediSeen uses maps, geocoding, geo-fencing, places, traffic information, and other relevant content from Google, Inc. (“Google”), which allows User to input various addresses for locations where User often is. User must agree to Google’s most current Terms of Service for Google Maps/Google Earth (currently located at https://www.google.com/intl/en_ca/help/terms_maps.html). By using the MediSeen Services and MediSeen Platform, you are explicitly agreeing to also be bound by the Google Terms of Service.

3. Ownership; Reservation of Rights

(a) User retains all ownership and intellectual property rights in and to User Data. User grants to MediSeen a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit User Data to provide the MediSeen Services and MediSeen Platform. MediSeen may collect and analyze data and other information relating to the provision, use and performance of the MediSeen Services and MediSeen Platform and related systems and technologies (including information concerning User Data and data derived therefrom), and during and after the Term of this Platform Use Agreement, MediSeen may: (i) use, analyze and store de-identified and aggregated data and information to improve and enhance the MediSeen Services and MediSeen Platform and for other development, diagnostic and corrective purposes in connection with the MediSeen Services and MediSeen Platform and other MediSeen offerings; and (ii) disclose de-identified and aggregated data in connection with its business.

(b) MediSeen or its licensors retain all ownership and intellectual property rights in and to: (i) the MediSeen Services and MediSeen Platform; (ii) anything developed or delivered by or on behalf of MediSeenunder this Platform Use Agreement; and (iii) any Modifications to the foregoing (i) and (ii).

(c) All rights not expressly granted by MediSeento User under this Platform Use Agreement are reserved.

4. Privacy

User agrees to MediSeen’s access, use, collection, storage and disclosure of User’s Personal Information for the purposes authorized under this Platform Use Agreement. User understands that Personal Information will be treated in accordance with MediSeen’s privacy policy located at https://mediseenhealth.com (the “Privacy Policy”).

5. User Account

(a) Setting Up an Account. User will ensure that it only uses the MediSeenSoftware or MediSeen Services and MediSeen Platform through the account provided by MediSeen (the “User Account”). User will not share the User Account with any other person. User will promptly notify MediSeen of any actual or suspected unauthorized use of the MediSeen Services or MediSeen Platform. MediSeen reserves the right to suspend, deactivate, or replace the User Account if it determines that the User Account may have been used for an unauthorized purpose.

(b) Permitted Uses of Account. You agree to use your User Account only for yourself.

6. Email and Day-to-Day Communication

(a) Necessary Communications. By creating a valid account with MediSeen, you agree that MediSeen may, from time to time, send you email information regarding issues like your account status, mandatory updates, relevant system messages, notifications about security and privacy.

7. Technical Support

User will generally have access to MediSeen’s technical support from 9 am EST to 5 pm EST on weekdays through email at support@mediseenhealth.com, or through the website at https://mediseenhealth.com/contact.

8. Reviews and Comments; Content provided to Sellers; Correspondence through the Platform

(a) Submissions. By submitting content to MediSeen or the MediSeen Services or MediSeen Platform, including any questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant MediSeen and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, translate, distribute, publish, exploit, create adaptations and derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised. For greater certainty, Submissions do not include information regarding patients or patient care.

(b) User Responsibility for Submissions. MediSeen takes no responsibility and assumes no liability for any Submissions posted or submitted by you. MediSeen has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published. If you do not agree to the terms relating to Submissions in this Section, do not provide MediSeen with any Submissions. You are fully responsible for the content of your Submissions. MediSeen may take down any Submissions for any reason at any time without notice to you.

9. Warranty; Disclaimer; Indemnity

(a) User Warranty. User represents and warrants to, and covenants with MediSeen that the User Data will only contain Personal Information in respect of which User has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable MediSeen to provide the MediSeen Services and MediSeen Platform, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to MediSeen and to or from all applicable third parties.

(b) GENERAL DISCLAIMER. MEDISEEN DOES NOT WARRANT THAT THE MEDISEEN SERVICES AND MEDISEEN PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MEDISEEN SERVICES AND MEDISEEN PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PLATFORM USE AGREEMENT, THE MEDISEEN SERVICES AND MEDISEEN PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY MEDISEEN TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEDISEEN HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, MEDISEEN EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE MEDISEEN SERVICES OR MEDISEEN PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.

10. Apple App Store Additional License Terms

If the Application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of this Terms of Use:

The parties acknowledge this Terms of Use is concluded between you and us, and not with Apple. The responsibility for the Application and content thereof is governed by this Terms of Use.

Notwithstanding anything else in this Terms of Use, you may use the Application only on or through an Apple device that you own or control

You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Application.

In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Terms of Use.

Any claim in connection with the Application related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation is governed by this Terms of Use, and Apple is not responsible for such claim.

Any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights will be governed by this Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.

You may contact us in writing regarding any notices, questions, complaints, or claims with respect to the Application.

Name: MediSeen Inc.
Address: 21 Kodiak Cres, Suite 200, North York, Ontario, M3J 3E5
Email Address: support@mediseenhealth.com

Apple is a third-party beneficiary to this Terms of Use and may enforce this Terms of Use against you.

If any of the terms and conditions in this Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement or the App Store Terms of Service as of the Effective Date, the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

11. Google Play

If the Application is provided to you through Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of this Platform Use Agreement:

(a) You acknowledge that Google is not responsible for providing support services for the Application.

(b) If any of the terms and conditions in this Terms of Use are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement as of the date this Terms of Use was accepted, the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.