Entente Utilisation

User agreement

  1. INTRODUCTION
    1. Purpose

      PetalMD’s mission is to assist physicians and other healthcare professionals by offering them time-saving Services (as this term is hereunder defined). To fulfil its mission, PetalMD provides its Services on its Website and through its Application.
    2. Agreement

      You represent, understand and agree that by clicking “Join Now” or similar registering process you are entering into a legally binding agreement with PetalMD. If you do not agree to the terms and conditions set forth herein, do NOT click “Join Now” (or similar) and do not access or otherwise use any of its Services.
  2. Definitions AND INTERPRETATION
    1. For the purposes of this Agreement, the terms set forth in this Section 2, have the meanings assigned to them below:
      1. “Agreement” means this User Agreement and the Privacy Statement, as may be amended by PetalMD from time to time, the whole in accordance with Subsection 13.2 of the User Agreement or Section 8 of the Privacy Statement.
      2. “Application” means PetalMD’s application, which is compatible with various electronic devices, such as, but not limited to, iPhone, iPad, and iPod touch and also accessible through web browsers.
      3. “Business Partners” designates PetalMD’s affiliates or other business partners, which assist PetalMD in the development of the Website and other Services, such as Facebook and Apple, which offers marketing or promotional tools and platforms, as well as pharmaceutical companies, medical associations and financial institutions, which offer various services, products, goods or promotions to the Users via PetalMD’s platform.
      4. “Confidential Information” means any information whether oral, written or digital, or provided, disclosed, furnished or prepared before, on or after the effective date of this Agreement, and all copies and tangible or intangible embodiments thereof relating to PetalMD’s business, financial affairs, current or future products or technology, trade secrets or any other form of Intellectual Property, workforce, customers, or any other information that is treated or designated by PetalMD as confidential or proprietary, or would reasonably be viewed as confidential or as having value to its competitors. Confidential Information does not include information: (i) that PetalMD makes publicly available or that becomes known to the general public other than as a result of a breach of an obligation of confidentiality, (ii) that was lawfully in the possession of the receiving party prior to receipt from disclosing party of such information, without an obligation of confidentiality; (iii) is received by the receiving party independently from a third party free to lawfully disclose such information to the receiving party; (iv) is subsequently independently developed by the receiving party, without use of the disclosing party’s Confidential Information; or (v) is required by an order of a legal process to disclose, the whole as evidenced by its written records. For the purpose of this Agreement, all information disclosed by PetalMD is deemed confidential unless expressly stated otherwise when such disclosure occurs.
      5. “Content” means any information (such as data files, text, software, audio or other files, photographs, videos or other images) rendered available by PetalMD to which you may have access on the Website or account, or via PetalMD’s Application or other Services; and “content” not capitalized shall designate the content rendered available by any User via the Services other than Patients’ Information.
      6. “Intellectual Property” means all intellectual property rights or moral rights of any kind or nature throughout the world including, without limitation: all inventions, improvements, ideas, processes, formulas, algorithms, technical developments, works, technical information such as software, software codes, firmware and hardware, graphics, execution modes, interface, components required to create, develop, maintain or modify the Website, the Application, the Content, your account or any other Service, models, prototypes, specifications, methods, patterns, and all: (i) patents, patent applications, continuations, continuations-in-part, divisionals, reissues, re-examinations; (ii) copyrights, copyright applications and copyrightable subject matter, registrations substitutions and extensions; (iii) industrial design, applications and registrations; (iv) trademarks and trade names, and their respective applications and registrations; (v) trade secrets and know how, and all other (vi) type proprietary information thereof.
      7. “Law” designates all applicable laws in force in the province of Quebec including the ones pertaining to: (i) the protection of Personal Information such as the Act respecting the protection of personal information in the private sector (Quebec), (ii) health information; and (iii) the legal framework for Information technology and the Canada’s Anti-Spam Legislation, as well as in any other overriding provision or public order provision in force in the jurisdiction (such as any other Canadian province or territory) in which the Services are provided, and which would apply irrespective of the choice of governing law.
      8. “Patients’ Information” means all health information and other information about patients, which are obtained (or taken) by Users.
      9. “Personal Information” means any information about an identifiable individual such as its name, telephone number, address, email address, profession, qualifications and license number.
      10. “PetalMD” designates Petal Solutions Inc., a legal person governed by the Business Corporations Act (Quebec), as well as its Representative and, wherever applicable, any other entity to which PetalMD’s rights and obligations are assigned or vested following a corporate reorganisation or a business transaction.
      11. “Representative” means any beneficiary, mandatory, adviser or other authorized representative (such as healthcare professionals’ assistants) who have been authorized by Law or pursuant to an agreement to represent and act on behalf of any Party in connection with this Agreement.
      12. “Services” means functions and services such as, but not limited to, scheduling, collaboration, secure messaging, education and documentation that PetalMD makes available through its technological platform available via: (a) its Website (including, subdomains, widgets and mobile versions); (b) its Application; (c) the Content; (d) your account or any other programs, media and software designed to be run on electronic devices, existing now or developed in the future, as well as all Content offered via the foregoing.
      13. “User” means: (i) a physician, a student in medicine or in any other health care profession, a nurse practitioner, a physician assistant or any other healthcare professional or (ii) an healthcare institution or other entity operating in the field of healthcare, as well as (iii) its authorized Representative.
      14. “Website” means PetalMD’s website (http://www.petalmd.com/).
    2. The introduction and any Schedule attached hereto and incorporated by reference shall be deemed to form an integral part of this Agreement.
    3. The terms of this Agreement will govern any upgrade provided by PetalMD or by any of its Business Partners that supplement or replace any of the Services unless such upgrade is accompanied by a separate contract in which case the terms of that contract will govern.
    4. Grammatical variations of any term defined herein have a similar meaning. Unless the context requires otherwise, words importing the singular number shall include the plural and words importing the masculine gender shall include the feminine and neuter genders and vice versa. In addition to the foregoing definitions, the words “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to the terms and conditions provided for in the Agreement.
    5. The headings used in this Agreement, as well as the division of this Agreement into separate Sections, Subsections and Paragraphs, are used for convenience and reference only and are not to be considered as limiting the scope of any provision.
    6. In the event of inconsistencies between the terms provided for in this User Agreement and the one set forth in the Privacy Statement, the User Agreement shall control, unless the inconsistent term in Privacy Statement is clearly intended to supersede the corresponding term in the User Agreement; in such a case the term of the Privacy Statement will control, but only as to this term.
    7. If any decision, notice or act is required hereunder to be done or given, or if any period of time is to expire hereunder on any day that is not a business day – namely a Saturday, Sunday or other day on which the principal commercial banks in Quebec (Quebec) are not open for business during normal business hours – such act shall be required to be done or notice shall be required to be given or time shall expire on the next succeeding business day.
  3. SERVICES AND CONSIDERATION
    1. PetalMD agrees to provide the Services, the whole in accordance with the terms and conditions set forth in this Agreement.
    2. The license granted to you pursuant to Section 5, is provided to you on a royalty-free basis with respect to the free Services. However, if you decide to upgrade your experience and purchase PetalMD’s paid Services, you agree to pay PetalMD the applicable fees provided for in the Services Fees Grid. Failure to pay these fees may result in the termination of your subscription or the provision of any Service, the whole as set forth in Subsection 11.2.
    3. In addition to the foregoing, you understand and agree that even if the Services provided for with respect to the free Services are at no charge, your carrier’s normal rates and fees for the use of your electronic device – such as data charges – will apply. Furthermore, with respect to the non-gratuitous Service(s), the following terms apply will apply:
      1. All prices listed in the Services Fees Grid are exclusive of all applicable taxes. All such taxes are calculated based on the billing information that you provide PetalMD at the time of purchase.
      2. All fees are listed in Canadian dollars. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates);
      3. Unless you cancel your account or any of the requested Services in the manner set forth in Paragraph 11.1.3 hereunder, you will be deemed to have agreed to remain a Service subscriber. Accordingly, should your credit card expire or any payment not go through, PetalMD will keep providing you with the requested Services and will invoice you (as soon as practically possible) or your department administrator for any such arrears.
      4. You must pay PetalMD for applicable fees and taxes until you cancel the paid Services (in the manner set forth in Paragraph 11.1.3 hereunder), in which case you will have to fully pay any amount accrued or due with respect to the cancelled Service(s) prior to the cancellation of said Service(s).
      5. If you are part of an public institution department, a medical clinic, a private institution, a specialized medical centre or any other medical group, it is possible that the responsible of such group – in accordance with its functions, which includes the increase of efficiency of its medical group – modifies the Services you and any other member of its team subscribed to. Accordingly, you may be charged for such increase. Should you wish to obtain more information on the additional Services so purchase, please contact PetalMD.
    4. The fees for Services may be changed prospectively at PetalMD’s discretion, the whole as set forth in Subsection 13.2.
  4. User’s Representations and Obligations
    1. Service Eligibility: You represent that: (i) you qualify as a User, (ii) you will have one – and no more than one – PetalMD account, which must be in your real name; and (iii) you are not restricted by PetalMD, by law or by any governmental or regulatory entity from using the Services.
    2. Your Membership: As between you and others, you represent that your account belongs to you.
    3. Confidentiality and Security Safeguards: In order to preserve the confidentiality and security of the information contained, displayed or otherwise rendered available on your account, and most particularly of your Patients’ Information, you represent and agree : (i) to choose a strong and secure password; (ii) to keep your password secure and confidential; (iii) not transfer or duplicate any part of your account, of the Content, of the Website, the Application or of any other Services to any other person (e.g., connections, groups) or on any other platform, program or system (such as a cloud computing, a mobile device hard drive or a USB key); and (iv) to abide by the Law, the terms and conditions of this Agreement and to fully comply with the Dos and Don’ts attached hereto as Schedule A. You are responsible for anything that happens through your account. In that respect, you represent that you will immediately inform PetalMD in case of any loss or theft, or any fraudulent, accidental or unauthorized use, modification, distribution, disclosure, reproduction, publication, dissemination or access of your account, of the Services, of the Content or of the Website, or any breach of security.
    4. Use of the Services: You represent that you will use the Services, the Content, the Website, the Application and your account: (i) for the sole purposes authorized by this Agreement; (ii) in accordance with your ethical obligations and any other law or regulation that governs the practice of your profession; and (iii) in full compliance with all other Laws applicable.
    5. No Third-Party Access: Except as required by Law and in furtherance of the provisions set forth in Subsection 4.3 above, you represent that: (i) you will not permit any third-party – other than your Representative whenever applicable – to use or access your account or otherwise to benefit from the Services without PetalMD’s prior written approval; (ii) you will not access or authorize or assist any person or entity in accessing or attempting to access, any portion of the Services via any means other than by the commercial browser (such as Internet Explorer, Mozilla Firefox, Chrome or Safari) or mobile app that PetalMD’s has authorized and, whenever applicable, provided to you; (iii) you will not access the Services, the Content, the Website, the Application or your account using automated means (such as harvesting bots, robots, spider or scrapers); and (iv) you will not upload viruses or malicious codes.
    6. Content You Provide on the Platform: You represent that you will only provide, disclose or otherwise render available content or information if that does not violate the Law or anyone’s rights (e.g. without violating any Intellectual Property rights or breaching a contract). You also represent that your profile information will be truthful. Finally, you represent that you are the only person liable for the content (including the hyperlinks) that you create, transmit, upload, modify, erase, duplicate or post in the course of your use of the Services; and in this regard, you assume full responsibility for your actions, inactions or delays in reaction (including any loss or injury sustained by PetalMD) as provided for in Subsection 10.1. You acknowledge that PetalMD, by reason thereof, may not be held liable to you or to anyone else.
    7. Sharing of Patients’ Information: In the course of their professional activities, Users may take (or obtain), upload and keep via their secured PetalMD account Patients’ Information. As the custodian of very sensitive information, Users need to carefully consider their legal and ethical obligations to determine: (i) the types of information that will be added to, stored and saved on PetalMD’s platform; (ii) the place where such information will be uploaded, saved and stored; (iii) which patient information will be disclosed to other Users via the Services; (iv) which information will need to be included to patients’ records. Such considerations are essential: (a) as Users are responsible for ensuring at all times their full compliance with all applicable Laws and ethical standard – such as the ones pertaining to the creation, maintenance and destruction of records, patients’ general right to control the use and further disclosure of their health information and patients right of reasonable access to the information contained in their medical records; and (b) bearing in mind the disclaimers set forth in Section 9 and the fact that Users are forbidden from granting access to the Services (or to their account) to any third party other than their Representative.
  5. Grant of Right to Use the Service
    1. License: PetalMD grants you a non-exclusive, personal, non-transferable, revocable and limited license to access and use the Services (you subscribed to in the manner set forth in Subsection 1.2) and PetalMD’s computer software as required to access or use the Services during the term of this Agreement, subject to your full compliance at all times with the terms and conditions set forth in this Agreement.
    2. Limitations: Without prior express, written authorization from PetalMD, you may not transfer, distribute, create derivative, sell, lend, lease, sub-licence or otherwise assign, in whole or in part the rights granted to you pursuant to Subsection 5.1 (including your access to your account), or otherwise encumber or, grant a security interest in the Website, Application, Services, account, Content or rights provided in Subsection 5.1. Furthermore, you may not (and you may not authorize any third party to):
      1. create a derived work (unless such work is created from the content you or other Users posted or rendered available the whole in accordance with their Intellectual Property rights and other rights);
      2. copy, change, disassemble, reverse engineer, decompile, to derive the source code of, modify or otherwise – by any other means – to extract the source code of the Website, the Application, the Services, your account or of any of the software provided in connection with the foregoing or create derivative works of any of the foregoing ;
      3. use the Services, the Website, the Application, the Content or your account on any device you do not own or control, and you may not distribute of makes the Services available over an network or by any other means where it could be used by multiple devices at the same time;
      4. use or exploit the Services, Application, Website, Content or account in unauthorized way whatsoever including but not limited to trespass or burdening network capacity;

      Unless permitted or expressly required by Law or unless you have been granted PetalMD’s express, written authorization by PetalMD to do so. Should you attempt to engage in any activity described herein, then you will be deemed to have committed said activity.

  6. Property
    1. PetalMD’s Property: With respect to PetalMD Property:
      1. You acknowledge and agree that, unless otherwise expressly provided for in this Agreement, PetalMD and its licensors and assigns holds all property rights (and other rights) with respect to the Website, the Application, the Services or your account and the Content, including all Intellectual Property rights related to the foregoing (regardless of the territory or whether or not such rights have been registered). You additionally acknowledge that the foregoing may contain data that constitutes Confidential Information, and represent that you will not disseminate, publish or otherwise render available such information without obtaining the prior written agreement of PetalMD.
      2. In the absence of an express, written agreement with PetalMD, this Agreement does not give you the right to use, communicate or refer to the trade names, trademarks, service marks, logos, domain names or any other distinctive sign or name of PetalMD.
      3. You agree not to remove, conceal, obscure or change: (i) any copyright or other mentions related to the Intellectual Property rights, such as mentions related to copyright and marks that may be placed on, or contained in the Services or on the Website, the Application, the account or elsewhere (including those of PetalMD or any of its licensors); and (ii) any Content or any content provided by PetalMD Business Partners’.
    2. Your Content and Information: With respect to your property and other information:
      1. PetalMD acknowledges and agrees that no property rights covering the content that you submit, post, transmit or publish on the Website or other platforms as part of the Services (including all Intellectual Property rights on such content and regardless of whether such rights have been registered in any specific territory) are transferred or assigned to PetalMD, and in view of the foregoing you recognize that PetalMD has no obligation to register or otherwise protect your Intellectual Property on your behalf. Despite the foregoing, for content that is covered by Intellectual Property rights and rendered publicly available to other User(s), you specifically grant PetalMD (in accordance with Subsection 9.10) a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use – including the right to edit, make formatting changes, change, adapt or delete, any content you provide, refer to or otherwise render available on the PetalMD Website, Application or other platform. This license shall end when you delete your content or your account unless your content has been shared, used, copied, transferred or otherwise kept by any other User and such User(s) have not deleted it.
      2. As to Patients’ Information, PetalMD represents that it will not use such information and otherwise claim rights of ownership over such notes, or duplicate (other than via backups described in Subsection 9.4, reproduce, edit, alter, erase or modify in any other manner whatsoever the foregoing, unless such Patients’ Information is aggregated and deidentified in accordance with Paragraph 6.2.3.
      3. You acknowledge and agree that PetalMD may collect, use, store and share aggregate de-identified information about Users for various commercial and non-commercial purposes, including the financing of the free Services it offers, as described in Subsection 9.9. To this end, PetalMD will ensure that the information has been de-identified to a sufficient degree to protect Users from re-identification (i.e. that no User is individually identifiable and that there is no reasonable reason to believe that such data could be used to identify any individual), the whole as set forth in the Privacy Policy.
  7. Confidentiality
    1. Each party agrees (for itself and on its personnel behalf) : (i) to preserve the confidential nature of the Confidential Information and to treat such information with at least the same degree of care that it uses to protect the confidentiality of its own confidential information, and in any event with no less than a reasonable standard of care; (ii) to use the Confidential Information solely to meet and discharge its other obligations provided for in this Agreement; (iii) to hold Confidential Information in confidence and not to use, modify, delete, alter, distribute, disclose, reproduce, publish, disseminate or otherwise render accessible any Confidential Information to anyone other than the personnel on a “need-to-know” basis or any other person, provided that the disclosing party agreed beforehand to such disclosure or communication; (iv) to ensure (a) that any of its personnel having access or being disclosed Confidential Information is under a legal obligation to preserve the confidential nature of the Confidential Information; and (b) that any such personnel is duly informed of this obligation and bound by confidentiality and non-disclosure agreement at least as stringent as the provisions of this Section 7; (iv) to promptly inform the disclosing party after becoming aware of any loss or theft, any fraudulent or accidental or unauthorized occurrence of the foregoing, any event threatening the security or the confidentiality of the Confidential Information, any request for disclosure required by Law, or any other breach of this Agreement committed by the receiving party, its personnel or any third party, and to collaborate and comply with all instruction given by disclosing party.
    2. Upon the disclosing party request, the receiving party agrees to promptly: (i) safely return and cease to use all Confidential Information disclosed by the disclosing party; or (ii) destroy or irrevocably erase all such Confidential Information or documents, as the disclosing party shall direct. The receiving party may retain one (1) copy of Confidential Information in order to comply with legal requirements, provided that on-going obligations of confidentiality remain applicable to such Confidential Information.
    3. The receiving party recognizes and agrees that the unauthorized use or disclosure of any Confidential Information by itself or its personnel in violation of this Agreement may cause severe and irreparable damage to the disclosing party. In the event of any violation of this Article, the receiving party agrees that the disclosing party shall be authorized and entitled to obtain from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, as well as any other relief permitted by applicable law and may obtain that relief without making a showing of irreparable harm.
    4. The parties’ obligation under this Article shall last for ten (10) years after termination of this Agreement, and, in the case of information that constitutes a trade secret, until the relevant information no longer constitutes a trade secret.
  8. HEALTH INFORMATION
    1. The Parties acknowledge the importance of maintaining the confidentiality and privacy of personal health information. In that respect, the Parties agree: (i) to treat, at all times, personal health information as strictly confidential; and (ii) to protect and preserve its confidentiality in accordance with Section 7 of this Agreement, as well as with any Applicable Law, such as An Act respecting Health Services and Social Services, An Act respecting Access to documents held by public bodies and the protection of personal information (Quebec), An Act respecting the protection of personal information in the private sector (Quebec) and where applicable the Personal Information Protection and Electronic Documents Act (Canada), all of which govern the collection, use, disclosure and protection of personal health information, as may be in force from time to time.
  9. Disclaimer and limitation of liability
    1. Services and information Availability: PetalMD may change, suspend or end any Service, limit your ability to contact other Users or change and modify prices prospectively in its discretion, the whole in accordance with Subsection 13.2. To the fullest extent allowed under Law, these changes will be effective upon notice provided to you.Unless such storage Services are expressly purchased, PetalMD’s is under no obligation to store any Content or any content rendered available by you or by any User. Accordingly, you agree that PetalMD has no obligation to store, maintain or provide you a copy of any such Content, or content (or information) that you or the other Users provide on the Website, the Application, any account or any other platform pertaining to the Services, except to the extent required by applicable Law.Furthermore, if PetalMD believes that you are in breach of any term or condition set forth in this Agreement or do not fully comply with the Law, then PetalMD reserves the right: (i) to limit or restrict your right to use or access the Services, including the number of connections and your ability to contact other Users.; (ii) to suspend, or terminate the rights granted to you in Subsection 5.1; (iii) to or shut down your account.

      Finally, should the Website, the Application, the Content, the Services and/or your account prove(s) defective, PetalMD reserves the right to interrupt or suspend (in whole or in part) or even to terminate your access or any functionality of the foregoing, and wherever applicable any User shall assume the entire cost of all necessary servicing, repair or correction to its own electronic devise.

    2. Availability of Patients’ Information: Subjects to PetalMD’s rights set forth in Subsection 11.1, PetalMD represents it will not voluntarily prevent or interfere with User’s ability: (i) to access to Patients’ Information; (ii) to comply with its obligations regarding medical records and any other obligation under Applicable Laws; (iii) to transmit this information to another User unless such User is legally contractually entitled to receive such information; or (iv) obtain a copy of such information. However even if PetalMD use services and data centres that are the best suited and secured for the Services offered, the Parties recognize that such Services and platform are not infallible. With respect to technologies breakdowns and other deficiencies, PetalMD expressly draw Users’ attention to the disclaimers set forth in Subsections 9.11 and 9.12. and, amongst other things, stresses that to the fullest extent allowed by Law, PetalMD will not be liable for the consequences that Users may incur due to Services disruptions shut downs or dysfunctions. As to Users’ acts and omissions, the PetalMD denies and disclaims all liability it may have, including with respect to: (i) improper access, use or disclosure by any User of patients health information and other Personal Information; (ii) inaccuracy of any information contained and the consequences incurred by any Users (or third party’s) reliance on such information; (iii) breach of confidentiality by conveying medical information, by holding or participating in indiscreet conversations concerning a patient or their treatment or care rendered him or by revealing that a person has called upon his services; (iv) the granting of access to or the transmission of information to the wrong User(s). Furthermore, PetalMD stresses that Users have the choice of means of communication and the control over the patients information disclosed, and emphasizes that such right shall be exercised after due consideration was given to their ethical duties and applicable Laws. The foregoing is in accordance with Subsections 9.1 and Subsections 9.4 to 9.8, and the User declares itself satisfied therewith.
    3. Content: By using the Website, the Application, your account, the Content or Services, you may encounter content or information such as Patients’ Information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. You agree that in accordance with Subsection 9.2 and Subsection 9.7 PetalMD is not responsible for third parties’ or other Users’ content or information or for any damages as result of your use of or reliance on the foregoing, and accordingly, you represent that you will use and access the Services, Website, Application, Content and account at your own risk, and be responsible of any such damage caused by you, by any User or by any third party.You further represent that you will not exploit the Services, Website, Application, Content or account: (i) in any unauthorized way whatsoever (as described in Subsection 5.2) ; (ii) in a manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other User or third party; or (iii) other than in full compliance with the Laws and other legislative or normative framework (such as the Pharmaceutical Advertising Advisory Board policies and guidelines), and you understand and agree that PetalMD is in no way responsible for any such use by you or for any harassing, abusing, stalking, threatening, defaming behaviour or of any other form of behaviour such Users may adopt.Finally, you represent that should you become aware of any Intellectual Property violation, infringement or unauthorised possession or use of the Services, Website, Application, Content or account, you will assist PetalMD, at PetalMD’s expenses in preventing any recurrence of such possession or use, and will cooperate with PetalMD to protect its Intellectual Property rights and other proprietary rights.
    4. Backup of your Content: You represent that: (i) you fully understanding that (a) when you upload, publish or otherwise share content or upload on your secured account Patients’ Information, such content or notes may be available to any other User or to certain group of Users, or even to third parties depending upon the settings and the place and manner that such content is published; and (b) backup copies – of the content or notes you added and later on deleted – may persist for a reasonable period of time, but will not be available to others, and (ii) you fully and agree to the foregoing.
    5. Continual Medical Information: EVEN IF THE WEBSITE, THE APPLICATION OR ANY OTHER SERVICES, AS WELL AS YOUR ACCOUNT AND THE CONTENT CONTAIN INFORMATION RELATING TO INDIVIDUALS’ MEDICAL OR HEALTH CONDITION, PETALMD EXPRESSLY POINTS OUT THAT PETALMD IS NOT PROVIDING MEDICAL ADVICE TO USERS (OR ANY THIRD PARTY) AND ACCORDINGLY THE WEBSITE, APPLICATION, ACCOUNT OR OTHER SERVICES NOR ANY OF THEIR RESPECTIVE CONTENT SHALL: (I) BE USED FOR SELF-DIAGNOSIS; (II) CONSTITUTE OR BE CONSTRUED AS AN INTERPRETATION OF THE MEDICAL CONDITION OF ANY PATIENT OR USER; AND (III) BE CONSIDERED AS GIVING A PROGNOSTIC, AN OPINION, A DIAGNOSIS, A DEFINITE STATEMENT OR A MEDICAL RECOMMENDATION REGARDING ANY PARTICULAR MEDICAL CASE OR TREATMENT THAT SHOULD BE UNDERGONE. AS TO THE PATIENTS’ INFORMATION, SUCH INFORMATION IS INDEPENDENTLY ADDED BY USERS, AND DUE TO ITS VERY NATURE ARE NOT CONTROLLED OR REVIEWED BY PETALMD; HENCE AS MENTIONED IN SUBSECTIONS 9.2 AND 9.6, PETALMD EMPHASIZES THAT USERS ARE RESPONSIBLE FOR ALL DECISIONS MADE WHEN RELYING ON SUCH NOTES AND FOR THEIR ACTS AND OMISSIONS.
    6. Professional Judgment Substitute: Any Content accessed through the Services are for informational and educational purposes only. In no event shall the Services or the Content be considered as a substitute for professional advice, medical care or in-person evaluations offered by a doctor, a pharmacist or any other representative of professions in the medical sector. Furthermore, with respect to the Content, as well as any content or Patients’ Information, each User shall be the sole responsible for making its own independent assessment, for the medical orientations and decisions taken following its use of the Website, Application, Services, account or Content and for the diagnosis and treatments provided therewith.Besides, since the Content, Website, Application, account and other Services are rendered available for educational purposes only, PetalMD expressly points out that the foregoing may solely be used and accessed in the manner set forth in Subsection 5.1. Accordingly, you represent that you will neither distribute, amend, modify, convey, transmit, reuse, forward or otherwise rendered available the Website, the Application, your account, the Content or the Services to any third party (other than to your Representative wherever applicable), nor use or try to use the foregoing for public or commercial purposes without prior express written authorization from PetalMD.You represent that you agree with the foregoing.
    7. Content Provided by Users: Even if PetalMD uses its best efforts to ascertain that the Content of the Website, the Application or of any other Service and of any other content are accurate and up-to-date, PetalMD does not have the full control over such content as: (i) some information rendered available online is directly posted or otherwise communicated by Users; and (ii) some other information are changing rapidly in the field of medicine. Accordingly, PetalMD stresses that it is not responsible for the accuracy or completeness of information available from or through the Website, Application, account or other Services. As to the Patients’ Information, PetalMD emphasizes that it due to their very nature does not verify or control such notes and thus shall not be held accountable for their accuracy, completeness or for any other error, inaccuracy, incomplete character, or for any other defect in form or substance. You represent that you will assume full risk and responsibility for the use of information you obtain from or through the Services.
    8. Forums: PetalMD may offer forums for the exchange of information among its Users. In such a case, your represent that you will comply with all applicable forum rules and Laws, including the rules pertaining to the confidentiality of personal health information and other Personal Information, and that you understand that PetalMD does not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums (the whole as set forth in Subsection 9.6 which shall apply to forums with the necessary changed having been made).
    9. Business Content: PetalMD needs to generate revenues to be able to provide free Services to its Users. In that respect, PetalMD may conclude agreements with its Business Partners pursuant to said Business Partners will be entitled to advertise their products, goods or services or render available any other business content via PetalMD’s Services upon payment of the agreed sums. Such communications will be made available to Users when they log into their account or otherwise use the Services. PetalMD will not sell Users’ mailing lists for marketing and will not otherwise provide Business Partners with the ability to retrieve Users’ Personal Information, and will not grant access to any Patients’ Information. Should Business Partners need to obtain or request the disclosure of Users’ Personal Information, then the prior express consent of all such Users will be obtained. Furthermore, no targeted advertising will be displayed to the Users without obtaining their prior express consent. Finally, should any Business Partner post or otherwise render available information about its goods, products, or services via an hyperlink to an Internet website or an access to an application, then such hyperlink and access shall be subject to Subsection 9.10 hereunder.
    10. Third Parties Websites and Applications: Hyperlinks to Internet websites or access to applications operated by third parties may expose you to information or other content available by said third parties. However, PetalMD does not have control over the content or information such hyperlinks and other access. Accordingly, even if PetalMD: (i) has put in place policies to regulate the nature and content of the information provided or rendered available by Users or Business Partners; (ii) reserves the right to make amendments, corrections or enhancements with regard to information, products and programs described at any time and without prior notification, and (iii) reviews randomly the content any User or Business Partner may add, PetalMD emphasizes that it is not responsible for and does not endorse any such third parties’ website and applications, the content of their websites or applications, the quality and efficacy of the information provided on such websites and applications, or any third party provider of health care or health-related products, items or services.PetalMD stresses that it has not seen or examined such websites and applications and that access to such websites and applications is the responsibility of the Users and takes place without PetalMD authorization. PetalMD further denies and disclaims any responsibility for the content of such websites and applications. PetalMD cannot be held liable for the exactness, completeness, actuality or intelligibility of the information presented on these websites and applications, or for any form of interruption or termination of the functionality of these websites and applications, whether as a result of any action or omission by PetalMD or by any third party. Decisions which rely on the information available or provided on these websites and applications are the sole responsibility of the User.In view of the foregoing, you represent that you are responsible: (i) for deciding if you want to access or use third party applications or websites; and (ii) for all consequences that would follow such decision (for instance if you allow a third party applications or website to authenticate you or connect with your PetalMD account, you may grant to a third party a right to access information on PetalMD related to you and your connections).

      Third party apps and sites have their own legal terms and privacy policies. In view of the foregoing, you acknowledge and agree that PetalMD may not be held liable for the availability of such external websites and applications and PetalMD may not be held liable for any loss or injury that you may sustain as a result of the availability of such external websites and applications.

      You represent that you agree with the foregoing and that you will assume that any website and application (other than the Website or Application) are provided by a third party.

    11. No Warranty: even if petalmd uses technologies configured: (i) to allow secure User access to private servers; (ii) to give Users the BENEFITS of Canada’s security, political stability, and strict privacy laws; (iii) to grant users business continuity, scalability, and minimal network latency; and (iv) to give PetalMD or Users complete control over the Services and the Content or content (or Patients’ Information) any electronic support-just as any other form of support – is not infallible and fully sheltered from unforeseeable or force majeure events, OR CYBER ATTACKS (AND OTHER ILLEGAL ACTS). ALSO, EVEN IF THE TECHNOLOGIES AND PLATFORM ARE OF MERCHANTABLE QUALITY AND ARE SUITABLE FOR THE PROVISIONS OF SERVICES, THEY WERE NOT CREATED TO USERS SPECIFIC NEEDS OR INTENDED USE. ACCORDINGLY, TO THE FULLEST EXTENT ALLOWED UNDER LAW, PETALMD: (I) DISCLAIMS ALL EXPRESS IMPLIED, ORAL OR WRITTEN guarantees, WARRANTIES AND REPRESENTATIONS (E.G. the ones pertaining to (a) the communication; (b) the suitability of the Services and Content for a particular aim; (c) the bug-free, error-free, continuous and uninterrupted use of the Services, website, application, account and any of the Content; (d) the fact that the services, the website, the application, the content or your account will run without delays; (e) the absence of adverse effect on the users’ system, technology or data; (f) the MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) OTHER THAN THE ONES PROVIDED FOR IN THIS AGREEMENT; and (ii) emphasizes that THE SERVICEs, website, application, account and content are provided ON AN “AS IS” AND “AS AVAILABLE” BASIS. (Some Laws do not allow certain disclaimers, so some or all of these disclaimers may not apply to you.)
    12. Exclusion of Liability: TO THE FULLEST EXTENT PERMITTED UNDER LAW PETALMD SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT, PETALMD’S CONTENT, THE WEBSITE OR ANY OTHER SERVICE). THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PETALMD AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT) AND EVEN IF PETALMD HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. (Some Laws do not allow the limitation or exclusion of liability, so some or all of the foregoing limits may not apply to you.)
  10. Indemnity
    1. You acknowledge that you are the only person liable for any violation of or failure to comply with your obligations under the Agreement or any use made of your account, Application, Website or and the consequences (including any loss or injury sustained by PetalMD) of such violation. In this regard you expressly acknowledge that PetalMD may not be held liable to you or any third party.
    2. YOU REPRESENT, COVENANT AND AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PETALMD, ITS AFFILIATED COMPANIES AND ITS DIRECTORS, EMPLOYEES, ADMINISTRATORS AND OTHER REPRESENTATIVES OR BUSINESS PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, JUDICIAL PROCEDURES, ACTIONS, FINES, FEES, LOSSES, INJURIES, REQUESTS, LOSS, INJURIES AND DAMAGES (DIRECT OR INDIRECT), OF ANY KIND WHATSOEVER, KNOWN OR UNKNOWN, ARISING IN ANY MANNER WHATSOEVER FROM THE OMISSION, USE OR MISUSE OF WEBSITE, APPLICATION, ACCOUNT, CONTENT OR SERVICES.
  11. Term
    1. The User Agreement shall become effective on the date it is accepted by you as provided for in Subsection 1.2 and shall remain full force and effect until terminated in the manner set forth hereunder:
      1. The User Agreement shall immediately and automatically be terminated with respect to any party, if such party: (i) makes a general assignment for the benefit of creditors; (ii) suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to any proceeding under the bankruptcy laws or any other statute of any jurisdiction relating to insolvency or the protection of creditor rights; (iii) ceases to carry out a significant level of activities as required under the Agreement (and in the Users’ case, if it ceases to qualify as a User); (iv) misrepresents or submits false, inaccurate or misleading information to the other party; or (v) fails to comply at any time with a condition undertaking or material term of the Agreement (such as the obligation to qualify at all times as a User);
      2. The User Agreement can be terminated by either party if the other party fails to comply with any other term set out in the Agreement, and such default is not corrected within thirty (30) days following written notice given to that effect; or
      3. May be terminated in accordance with Subsection 9.1;
      4. The User Agreement can otherwise be terminated by either party without cause upon notice given in accordance with Subsection 13.6.
    2. Should this User Agreement be terminated pursuant to Subsection 11.1, then:
      1. You (i) shall take all necessary steps to honour all financial commitments not already fulfilled; (ii) shall stop using the Website, Application, Content, account or other Services; (iii) shall refrain from making any copy or the foregoing unless otherwise expressly agreed with PetalMD or permitted under Subsection 7.2 ; and (iii) shall remain bound by the rights and obligations, which by their nature should survive the expiration or termination of this User Agreement.
      2. PetalMD shall have the right to irrevocably terminate and erase your account, remove any content (including any information or document added or shared by you).
  12. Applicable Law and forum
    1. This Contract is governed, construed and interpreted in accordance with the Laws in force in the Province of Quebec and of Canada, without regard to the private international law principles.
    2. The parties will irrevocably submit disputes that have arisen or will arise from or with respect to this Contract to Quebec courts in the judicial district of the Province of Quebec. The parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
  13. General Terms
    1. Entire Agreement: This Agreement, including the preamble and all Schedules shall constitute, with the Privacy Statement (which was brought to your attention via the link provided for in Paragraph 2.1.1 and understood, and which is deemed incorporated by reference to this Agreement), the entire agreement between the parties.
    2. Amendments: Any amendment of or revision to the User Agreement requested by you must be in writing by authorized by both parties before it shall become effective and binding. As to PetalMD, it may change the terms of the User Agreement. Such changes shall be brought to your attention in accordance with Subsection 13.6 hereunder. Should you disagree with the amendment(s) made, you are entitled to cancel this User Agreement as provided for in Paragraph 11.1.3 before the amendment(s) enter into force. In case you do not exercise your right to cancel the User Agreement, you are deemed to have consented to the amended terms and conditions. The Privacy Statement may also be amended from time to time in the manner provided for in Section 8 of the Privacy Statement.
    3. Transfer or other Assignments: You shall not transfer, sell, lease, encumber or otherwise assign this Agreement or any right, obligation, undertaking or interest, provided for in such Agreement, in whole or in part, without the prior written consent of PetalMD. Any transfer, lease, encumbrance or assignment granted in contravention to this Agreement shall be void and of no effect.
    4. Waiver: The failure of PetalMD to enforce at any time any of the provision or term of this Agreement or any right in respect thereof shall in no way be considered as a waiver of the right to enforce each right or provision of this Agreement. Likewise, the waiver of any breach shall not be deemed to be a waiver of any future beach, even similar in nature or to affect the validity of this Agreement.
    5. Independent Contractors: Both parties shall perform this Agreement as independent contractors. This Agreement shall not constitute, create, or in any way be interpreted as, a joint venture, partnership, or business organization of any kind. Except as expressly set forth herein, none of the parties shall have the power or right to bind or obligate the other, and none of the parties shall hold itself out as having such authority, unless specifically authorized in writing under this Agreement. None of the parties shall assume or create any obligation or liability on behalf of or in the name of the other, and no personnel of any party shall be considered to be an employee, partner, joint venture, or agent of any other party.
    6. Notices: All notices provided by you to PetalMD shall be in writing and shall be deemed to have been given, delivered or made on the date they are: (i) delivered by hand; (ii) received from any reputable delivery service that provides tracking and written verification of delivery; or (iii) transmitted by email or by any other technological means, provided that such transmission can be attested by a confirmation of transmission; and shall be addressed to PetalMD at the addresses hereunder mentioned or such other address or number subsequently specified in writing to by PetalMD:Address: 350 boul. Charest Est, office 300, Quebec, Quebec G1K 3H5
      Email: security@petalmd.comAs to the notifications sent to you, you agree that PetalMD may provide notices to you in the following ways: (i) a banner notice on the Website, Application, Content, account or other Services; or (ii) an email sent to an address provided to you or that you provided to PetalMD, or (iii) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date.
    7. Severability: If any covenant, provision or part (of any provision or covenant) of this Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable or in conflict with any applicable Law, such covenant, provision or part (of any provision or covenant) shall be deemed: (i) to be independent of the remainder of this Agreement and to be severable from it, and its invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of this Agreement, so that all rights and obligations shall be construed and enforced as if this Agreement did not contain the particular part or term(s) held to be invalid; and (ii) to be applicable and enforceable to the fullest extent permitted by Law against any person and in any circumstance expect those as to which it has been held or rendered invalid, unenforceable or illegal. For instance, should any of the provisions set forth in Section 8 be held unenforceable or inapplicable against you or illegal, then the mechanism afore described shall apply, so that such provision may not be applicable in whole or in part against you.
    8. Electronic Version of Agreement: The parties agree that the legal value and the validity of the present Agreement is neither increased nor diminished based on the chosen medium or technology. Accordingly the electronic copy will be deemed authentic provided that its integrity can be ensured, and will have the same legal value and validity, and will fulfil the same functions of a paper copy.
    9. Survival: Rights and obligations which by their nature should survive the expiration or termination of this Agreement, including rights and obligations under this Subsection, as well as under Sections 6, 7, 8, 9, 10 and 12 and Subsections 11.2 and 13.4 shall remain in full force and effect.
    10. English Language: The parties have expressly required that this Agreement and each Schedule incorporated and attached hereto be drafted in the English language. Les parties aux présentes ont expressément exigé que ce contrat et chacune de ses annexes incorporée par référence soient rédigés en langue anglaise.

in clicking “i agree” or otherwise in PROCEEDING WITH THE PURCHASE OF THE services or the opening of an account YOU expressly recognizes: (I) having read and understood the terms, conditions and modalities of the present AGREEMENT; (II) being satisfied therewith; AND (III) AGREEING to be bound and TO ABIDE BY ALL ITS TERMS AND CONDITIONS.

Schedule A

PETALMD “DOS” AND “DON’TS”

Dos. You agree that you will:

  • Comply with all applicable Laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  • Provide accurate information to us and keep it updated at all times;
  • Use the Services in a professional manner.

Don’ts. You agree that you will not:

  • Act in a dishonest or unprofessional manner by any unprofessional conduct that involves publishing information that is inappropriate or incorrect or that is injurious to PetalMD;
  • Adapt, change or develop derived works based, in whole or in part, on the PetalMD Website or any technology underlying the Services or the Content;
  • Use software or manual or automated devices, coding robots or other means to access, explore, extract or index any page on the PetalMD’s Website;
  • Use automated software (“bots”) to add or upload content, send or redirect messages or for any other activities;
  • Access by automatic or manual means or procedures the PetalMD Website for the purpose of monitoring its availability, performance or functions or for any other competitive reason;
  • Use framing or mirroring or otherwise simulate the appearance or functions of the PetalMD Website;
  • Attempt to or successfully circumvent any security feature included in or underlying the PetalMD Website;
  • Do anything that directly or indirectly disrupts the proper operation of, or imposes any disproportionate load on, the PetalMD Website infrastructure, including, but not limited to, unsolicited communications, attempts to obtain unauthorized access or the activation of a computer virus;
  • Harass, abuse or cause any injury whatsoever to any other person, including the sending of unsolicited communications to other PetalMD Users;
  • Collect, use or transfer any information, including, but not limited to, Personal Information obtained from PetalMD otherwise than as expressly allowed in this Agreement or by the owner of such information;
  • Disrupt or interfere with the PetalMD Website, including, but not limited to, any server or network connected to the PetalMD Website;
  • Infringe upon or use of PetalMD products, logos or marks, including but not limited to the word “PetalMD” or “Petal” in a commercial name, email address or Web address or otherwise.