Effective Date: August 23, 2023
MedHelper Inc. (referred to throughout as “MedHelper” “we” or “us”) offers a variety of products and services, including the MedHelper and My Active Health treatment management platform websites and applications (Med Helper, MédAide, My Active Health, Ma Santé Active, Medhelperapp.com, Medaide.ca, Medhelper.ca, Medhelper.com and Medhelpercloud.com) and all other current and future digital products and service offerings we make available, including any products services, and content provided in collaboration with our partners (collectively, the “Services”).
THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH MEDHELPER AND YOU SHOULD REVIEW IT CAREFULLY. YOUR CHOICE TO MAINTAIN AN ACCOUNT, ACCESS OR USE THE SERVICES (REGARDLESS OF WHETHER YOU CREATE AN ACCOUNT WITH US) CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED INTO THE TERMS. IF YOU DISAGREE WITH ANY PART OF THE TERMS, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICES.
Use of the Services
You must be at least 18 to use MedHelper. If you are between the ages of 13-18, you may use our Services only with the supervision and consent of a parent or guardian. No individual under these age limits may use the Services, provide any Personal Data to MedHelper, or otherwise submit Personal Data through the Services (e.g., a name, address, telephone number, or email address).
Your Account
You may need to register for a MedHelper account to access or use certain Services. Your account may also automatically provide you access and means to use any new Services.
When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process, and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.
You are responsible for maintaining the confidentiality of any and all actions that take place while using your account.
Service Updates, Changes and Limitations
The Services change frequently, and their form and functionality may change without prior notice to you.
We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Service may not work properly if you do not allow such Updates and you expressly consent to automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. In addition, we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
Service Monitoring and Suspension
We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or in any way related to the Services as well as any user’s use of or access to Personal Data, and profiles of other users.
We may also deactivate, terminate or suspend your account or access to certain Services at any time: (1) if we, in our sole discretion, determine you are or have been in violation of these Terms or the spirit thereof, (2) if we, in our sole discretion, determine you have created risk or possible legal exposure for MedHelper, the general public, any third party, or any user of our Services, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuation or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavor to notify you by email or the next time you attempt to access your account after any such deactivation, termination or suspension.
Security
We care about the security of our users. While we work hard to protect the security of your Personal Data and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures.
Ownership and Use of Content
All MedHelper Content and all copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services belong to MedHelper and/or its partners or applicable third parties.
Except as expressly provided in the Terms, nothing grants you a right or license to use any MedHelper Content, including any content owned or controlled by any of our partners or other third parties. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Services unless specifically authorized in writing by MedHelper.
If you choose to submit comments, ideas or feedback, you should submit the idea through our Provide Feedback link, and you agree that we are free to use the ideas you submit without any restriction or compensation to you. By accepting your submission, MedHelper does not waive any rights to use similar or related feedback previously known to MedHelper, developed by our employees, or obtained from sources other than you. You certify and represent that the information or feedback you submit to us through the Services is not confidential or proprietary information.
Third Party Links and Services
You may be able to access certain third-party links, applications, content, services, promotions, special offers, or other events or activities (“Third-Party Applications”) via our Services. If you choose to access these Third-Party Applications, you may be requested to log-in and sync your accounts with such applications. You are in no way obligated to use any Third-Party Applications, your access and use of such applications is entirely at your own risk, and we have no associated liability. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.
Mobile Services
To use or access our applications, you will need a compatible device. We cannot guarantee the applications will be compatible with, or available on, your device. We do not charge for use of some basic applications; however, you may need to pay fees to use certain premium applications or features. Further, your phone company’s normal messaging, data, and other rates and fees will still apply.
We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our applications downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
App Stores
If you download our applications from a third-party app store (the “App Provider”), you acknowledge and agree that:
- The Terms are an agreement between us, and not with the App Provider. As between MedHelper and the App Provider, MedHelper is solely responsible for its applications;
- The App Provider has no obligation to provide any maintenance and support services with respect to the MedHelper applications;
- In the event of any failure of the MedHelper applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between MedHelper and the App Provider.
MedHelper’s responsibility;
- The App Provider is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications;
- If a third party claims an application infringes another party’s intellectual property rights, as between the App Provider and MedHelper, MedHelper will be responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms;
- The App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the applications. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the applications against you as a third-party beneficiary thereof;
- You must also comply with all applicable third-party terms of service when using the applications.
Physical Activities
You should consult with your healthcare provider(s) and consider the associated risks before using our Services in connection with any physical activity, wellness or fitness program. By using our Services, you agree, represent and warrant that you have received consent from your physician to participate in wellness and fitness programs, workouts, exercises or any of the related activities made available to you in connection with the Services. Everyone’s condition and abilities are different, and participating in the activities promoted by our Services is at your own risk. If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. Activities promoted by the Services may pose risks even to those who are currently in good health.
You understand and agree that we will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered via the Services.
Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injuries or damages sustained from your physical activities or your use of, or inability to use, any Services or features of the Services, including any Content or activities you access or learn about through our Services
Modifications to the Terms and Product-Specific Terms
MedHelper reserves the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the MedHelper websites or in our applications). Modifications will not apply retroactively unless required by law.
We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your choice to maintain an account, access or use the Services (regardless of whether you create an account with us) following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.
We may also require you to agree to additional terms, rules, policies, guidelines, or other conditions (collectively, “Product-Specific Terms” that are specific to certain Services. In such cases, you may be required to expressly consent to Product-Specific Terms. For instance, you might need to check a box or click on a button marked “I agree.” If any of the Product-Specific Terms are different than the Terms, the Product-Specific Terms will supplement, amend, or supersede the Terms, but only with respect to the subject matter of the Product-Specific Terms.
No Warranties
EXCEPT WHERE PROHIBITED BY LAW, MEDHELPER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements or provide specific results, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
Limitation of Liability
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall MedHelper, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; © damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user of the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not MedHelper has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of MedHelper, for any claim under these Terms, including for any implied warranties, is limited to the greater of one thousand dollars (CAD $1,000.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.
In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your use of the Services (including but not limited to your participation in any activities promoted by or accessed via the Services), (b) the use, disclosure, display, or maintenance of a user’s Personal Data, © any other interactions with us or any other users of the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.
To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify and hold MedHelper, its subsidiaries, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the Content you access or share through the Services; (b) your use of the Services, © your athletic activities in connection with the Services, (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any user’s Personal Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the province of Quebec and controlling Canadian federal law as applicable, without regard to its conflict of law principles.
Disputes and Arbitration
If you have any kind of Dispute with us, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by you and MedHelper. You will give notice of your Dispute to us in writing. If we do not decide together on an arbitrator within 15 days after we receive that notice, we both agree to ask the Institut de médiation et d’arbitrage du Québec (IMAQ) to appoint one for us. The arbitration will take place in Montreal, Quebec, under the Civil Code and Code of Civil Procedure, and will follow the Arbitration Rules of the Civil Code and Code of Civil Procedure. The arbitrator will have the right to decide how the costs should be divided between us. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of us from doing something) or an order that you or we pay damages to the other. The arbitrator’s award can be entered into the registry of the Superior Court of Québec in Montreal, Quebec and enforced in the same way as a court order if the court in the enforcing jurisdiction allows.
Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. MedHelper and you each waive any right to a trial by jury.
Survival
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination.
Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services.
Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.
Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
Contact Us
If you have any feedback, questions or comments about the Services, please contact our Support Team by email, or by mail at: MedHelper Inc, 6500 Trans-Canada Hwy 4th Floor, Pointe-Claire H9R 0A5 QC, and include the subject as “Attn: Legal – Terms and Conditions of Use”. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.
