AVOCARE TERMS AND CONDITIONS FOR CLINICS AND PROVIDERS

Last Updated: January 2018

These Avocare Terms and Conditions (“Agreement”) govern your use of the Avocare Application. By registering and accepting this Agreement, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a corporation or other legal entity, you represent that you have the legal authority to bind such entity to this Agreement. Each Registered Provider (defined below) will be jointly and severally liable to Avocare for Your obligations under this Agreement.

1 - Definitions

“Applicant” means an individual who You designate to apply for registration on behalf of a Clinic and on behalf of each Provider who practices at or in association with that Clinic.

“Avocare” means the virtual assistant application We offer as a service to Clinics and Providers.

“Avocare Parties” means Us, Our affiliates, subsidiaries, service providers, successors, assigns, and each of their respective officers, directors, owners, employees and representatives.

“Clinic” means a specific location at which, or in association with which one or more Providers provide services to patients.

“Permitted Purpose” has the meaning given to it in Section 4.a.

“Provider” means an individual health care practitioner providing services at or in association with a Clinic.

“Registered Clinic” means a Clinic that we have approved to use Avocare, and as used in this Agreement, means the Clinic in respect of which each Registered User is authorized to use Avocare.

“Registered Clinic Administrator” means an individual employed by a Registered Clinic and/or by the Registered Providers associated with the Registered Clinic and who is designated by the Clinic and each of the Registered Providers to act on their behalf for the purpose of this Agreement and the use of Avocare.

“Registered Patient” means an individual patient of a Clinic or a Registered Provider who has registered to use Avocare to communicate with the Clinic and/or the patient’s Registered Provider(s).

“Registered Provider” means a Provider of a Registered Clinic.

“Registered User” means each Registered Clinic Administrator, each Registered Provider and each other employee of a Registered Clinic or a Registered Provider who is authorized by the Registered Clinic Administrator or by any Registered Provider to use Avocare using the Clinic’s account.

“Services” means the various services we offer and may offer from time to time through Avocare including making available of Avocare for use by a Clinic and each Registered Provider accordance with this Agreement.

“We”, “Us” and “Our” mean Avocare Corporation, an Ontario corporation and the owner and creator of Avocare.

“You” and “Your” mean, collectively, each Registered Clinic and each Registered Provider.

2 - Registration Process

Our registration process includes the following:

3 - Ongoing Registration Requirements

As a condition of Your continued access to Avocare and use of the Services, You agree to the following:

4 - Use of Avocare

Avocare may only be used to facilitate two-way communication and fulfillment of requests between Registered Clinic, Registered Providers and the Registered Patients of such Registered Clinic and Registered Providers. You agree as follows:

5 - Availability and Security of Service

Avocare is intended to be generally available seven (7) days per week, twenty-four (24) hours per day, except for downtime for system maintenance and other reasons beyond our reasonable control. Avocare and the Services may continue to change over time as We refine and add more features. We will provide reasonable technical assistance to address malfunctions, outages and Your inquires in connection with Avocare. We will endeavour to respond to Your technical assistance requests within 48 hours. We will provide seven (7) days’ prior notice to You of any planned outages of the Service. We will endeavour to notify you with seven days (7) prior notice, of any stoppage and/or suspension of Avocare and the Services, unless the reason for stopping and/or suspending services is beyond our reasonable control. We may modify Avocare and the Services at any time without prior notice to You.

Communications to and through the Service are enabled by several communications services and means. Registered Patients will select the available communication tool they wish to utilize, which may include SMS messaging, third party applications communications tools (such as Facebook messenger).

We use commercially reasonable efforts to safeguard and protect (including putting in place reasonable physical, electronic and managerial procedures) the confidentiality of communications made by You and data transmitted via Avocare. We conduct reasonable due diligence in the selection and monitoring of Our service providers.

We may use service providers and third party enabled tools (such as applications that enable SMS messaging) that we determine are appropriate to host Avocare and to assist us in providing the Service.

Although we will make reasonable efforts to safeguard and protect the confidentiality of communications made by You and data transmitted via Avocare, no data transmission over the Internet or other communication systems utilized can be guaranteed to be 100% secure and there is always some risk that an unauthorized third party could find a way to thwart our security measures, including by intercepting transmissions. This risk is heightened if you are using unsecured/public Wi-Fi We do not guarantee the security of communications and data provided or transmitted though Avocare.

6 - Our Role

Our role is limited to making the Service available to You in accordance with this Agreement. We are not responsible for the content of any communication made using Avocare, and You are fully responsible for such content.

7 - Links to other Websites

We may from time to provide You with links to websites and services provided by third parties. If We do so, We do not endorse any such third party websites or services and We do not guarantee the quality, accuracy, currency, timeliness, reliability or fitness for any purpose of any third party websites or services. If You choose to access any such website or service, You do so at your own risk.

8 - Intellectual Property

We or Our licensors own all rights, title and interest in and to Avocare and the Service and any software, technology, tools, designs, graphics, illustrations, logos and marks used by Us to provide the Service or in connection with Avocare (“Our Content”). This Agreement provides You with a royalty-free, non-exclusive, non-sub-licensable, revocable, non-transferable limited license to use Avocare in accordance with this Agreement during the Term. You do not have any rights to lease, sublicense, distribute, copy, transfer, reproduce, display, adapt or modify any of Our Content. You may provide input, comments or suggestions regarding Avocare or the Service (“Feedback”). You acknowledge and agree that We may use any Feedback without any obligation to You and You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such feedback as We deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in Our sole discretion.

9 - Payment Terms

We will charge Registered Patients for certain services that we provide to them via Avocare. We will pay the Registered Clinic a portion of the fees we have received from Registered Patients in connection with the services you provide to such Registered Patients via Avocare. We will only pay Registered Clinics to the extent that we have received payment from Registered Patients. In the event that We provide a refund to a Registered Patient (which We may do in accordance with Our policies and at Our discretion), We may deduct a pro rata portion of the such refund from future payments owing to the Registered Clinic. We will pay on an accumulation period basis will be made within 45 days of each month end, to the extent that We have received payments from the Registered Clinic’s Registered Patients. We will provide further information regarding these payments in a Clinic terms schedule. We may modify the Clinic terms schedule from time to time, with Your prior written consent. You agree that You will not bill any public health insurance plan for any services You provide or that are provided by any of your Registered Providers via Avocare.

10 - Term and Termination

The term of this Agreement will begin on the date that we notify You that the Clinic has been registered and will continue until terminated by either Us or You (the “Term”).

You may terminate this Agreement at any time by providing Us at least 30 days’ prior written notice of Your intention to terminate or otherwise notifying Us of Your intention to cancel using functionality that We may provide for this purpose within Avocare. In such event, this Agreement will terminate on the later of (i) 30 days’ following the delivery of such notice and (ii) the last day of the billing period for which You have paid for the Service.

We may terminate this Agreement by providing You at least 30 days’ prior written notice. In such event, this Agreement will terminate on the 30th day following Our delivery of such notice.

Either You or We may terminate this Agreement if the other fails to perform any material obligation set forth in this Agreement (including a failure to pay any amount when due) (each a “Default”) and such Default continues unremedied for a period of 30 days after written notice of Default has been given by the non-defaulting party. Such termination will not relieve You of Your obligation to pay all Fees incurred for Services provided through the termination date. We may suspend the Service or terminate this Agreement immediately if You are in breach of this Agreement.

11 - Amendments to this Agreement

We may revise any terms of this Agreement at any time. The most current version will always be posted on the Avocare website and we will post a notice indicating any material changes. We recommend You frequently visit the Avocare website to monitor any changes to this Agreement. We may, but are not required to, email the Registered Clinic Administrator or any Registered Provider to provide notice that we have changed this Agreement. We are not responsible if any email notice gets caught by your email filter and You do not see the email, if You provided us the wrong email address, if You did not update Your email address that We have on file, or if there are other Internet or communications issues that prevent Our email from reaching You. If any of Your Registered Users continues to use Avocare following Our changes, this will indicate Your agreement to the changes and the revised version of this Agreement. If You do not agree to the revised Agreement, You and Your Registered Users must stop using Avocare.

12 - Communications and Notices

You agree to be bound by the communications and instructions provided to Us by any Registered User. We will discharge Our obligation to provide any notice to You by notifying any Registered Clinic Administrator or, if we are unsuccessful in Our reasonable efforts to communicate with a Registered Clinic Administrator, by notifying all Registered Providers. All notices or communications required or permitted under this Agreement will be in writing and delivered by email transmission or overnight delivery service or certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent: (i) to Us at 29 Fraser Avenue, Suite 2, Toronto, Ontario, M6K 1Y7 and (ii) to You at the physical or electronic email address provided by You during the registration process. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted. It is Your responsibility to advise us immediately of any change to Your contact information.

13 - Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AVOCARE PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OF OUT OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICE OR AVOCARE. THE AVOCARE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. ALL RISK AS TO THE RESULTS, PERFORMANCE AND USE OF THE SERVICE AND AVOCARE IS ASSUMED BY YOU.

We do not assume liability or responsibility for any (i) any interruption or cessation of the Service; (ii) any bugs, viruses, worms, trojan horses, harmful or malicious code or the like that may be transmitted via Avocare by any third party; or (iii) any acts, omissions or failures of any third party.

We use commercially reasonable efforts to safeguard and protect the confidentiality of communications made by You and data transmitted via Avocare, but we do not guarantee its security. We will use service providers that we determine are appropriate to host Avocare and to protect the data transmitted via Avocare. We rely on Our service providers to provide a secure platform. We conduct reasonable due diligence in the selection and monitoring of Our service providers.

The limitations and exclusions of liability set out herein shall apply regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, by statute or otherwise, and whether or not foreseeable or we are advised of the possibility of such damages. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THIS AGREEMENT ARE REASONABLE BASED UPON THE COMMERCIAL CIRCUMSTANCES, AND WE WOULD NOT HAVE ENTERED INTO THE AGREEMENT BUT FOR THE LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED HEREIN. In no event shall the Avocare Parties be liable to You for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the portion of fees from your Registered Patients that we retained during the three (3) months preceding the claim.

14 - Indemnification

You agree to indemnify, hold harmless, and defend the Avocare Parties from and against any and all liability, loss, claim, damages, expense, or costs (including legal fees) (collectively, “Damages”), incurred by or made against the Avocare Parties in connection with any claim arising from or related to: (i) access to the Service and the use of Avocare by any of Your Registered Users, Your employees or other personnel (whether or not they are Registered Users), and anyone using a login and password provided to You or for any of Your Registered Users; (ii) communications made by any of the parties identified in (i) above by using Avocare; and (iii) any breach or violation of this Agreement or any non-compliance with laws by You or anyone utilizing Your account, except to the extent that such Damages are caused by an act or omission of the Avocare Parties or any of them. In the event of a claim to which this indemnity applies, You agree: (a) to fully cooperate at your expense as reasonably required by a Avocare Party; (b) each Avocare Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder; (c) you shall not settle any matter involving a Avocare Party without the consent of the applicable Avocare Party.

15 - Force Majeure

We shall not be liable for delays in or for failures to perform hereunder due to causes beyond Our reasonable control, including acts of God, Your acts or omissions, third party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war.

16 - Survival

Notwithstanding the termination or expiration of this Agreement for any reason, Sections 6, 8, 12, 13, 14, 15, 18 and any right or obligation either of the parties which, by its nature, should survive termination or expiration of this Agreement will survive such termination or expiration.

17 - Assignment

You may not assign its rights and duties under this Agreement without Our prior written consent. We may assign any of Our rights and obligations under this Agreement without Your consent, and agree to provide reasonable notice to You if We do so.

18 - Governing Law

This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any and all disputes relating to this Agreement or any of its terms.

19 - Entire Agreement

This Agreement, together with (i) the certification and consents You provide to us as part of the registration process; and (ii) any Clinic terms schedule that we provide to You from time to time, each as amended from time to time, constitute the entire and exclusive agreement between the You and Us with respect to Avocare and the Services, and supersedes and replaces any other agreements or terms and conditions applicable to your use of Avocare and the Services.

20 - Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.

21 - Waiver

No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

22 - Electronic Agreement

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This electronic document, and all other electronic documents referred to or incorporated herein, will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; and (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents.

23 - Interpretation

In the Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the words “including” or “include” in this Agreement shall mean “including, without limitation”; (iii) the division into separate Articles, Sections and Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Addendum; (iv) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (v) if any payment is required to be made or other action is required to be taken on a day which is not a business day, then such payment or action, as the case may be, shall be made or taken on the next business day; and (vi) the parties agree that the Agreement shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement.