Legal notice

This User License Agreement (hereinafter “the Agreement”) is entered into between you, as an Individual or Entity (as defined below), and MÉDYX and its subsidiaries (“MÉDYX”). PLEASE READ OUR TERMS AND CONDITIONS AND THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A PASSWORD, OR ACCESSING OR USING THE APPLICATION PROPRIETARY TO MÉDYX (hereinafter the “Application”), GOVERNED BY THIS AGREEMENT.

SECTION 1 — SERVICE OFFER

This contract includes the grant of a license to use the application provided by Médyx to enter your billing data as well as the services of a billing agency.

1.1 Description of agency services

As your mandated agency, you authorize Médyx to perform the following tasks:

communicate with the RAMQ and sign on your behalf any fee statement, payment request and related document;
transmit any billing data or other information required by the Régie by telecommunication or otherwise;
review any data or documents relevant to claims and to take copies of them, if necessary;
claim your Régie fees on your behalf;
follow up on all payment requests including, if necessary and without limitation, validations of amounts, reconciliations between amounts claimed and amounts paid, re-invoicing and requests for revision.

1.2 Limitations of agency services

Médyx is in no way responsible for the entry of data into the application or for the validity of the data.
Non-RAMQ billing is offered as an option and is therefore not included in Médyx's monthly or annual subscription fees.

SECTION 2 — COPYRIGHT

The application is protected by copyright. You acknowledge that the Application and Documentation are the exclusive property of MÉDYX, and that they are protected by applicable copyright and intellectual property laws in Canada. You further acknowledge and agree that, in accordance with the terms entered into between you and MÉDYX, MÉDYX and its third party licensors own and continue to own any right in or relating to the Application and the Documentation, including any intellectual property rights relating thereto under copyright, trade secret, patent, or trademark laws. Except for the limited and revocable license expressly granted to you hereunder, this Agreement does not grant you any ownership or other rights in the application or the Documentation, or any other intellectual property rights of MÉDYX, whether implied, by estoppel, or otherwise. All brands used by MÉDYX in connection with the Application or the services provided by it are trademarks that belong to it. This Agreement does not grant you any right or license with respect to such marks, and you may not assert any right or license in such marks or any similar names or designs that cause a risk of confusion with such marks.

By downloading, installing, obtaining a password for this application or by accessing or using this application, you acknowledge that you have read this Agreement, understood it in its entirety, and accepted its terms and agree to be bound by them. If you are entering into this Agreement on behalf of a company or organization (hereinafter an “Entity”) as a duly authorized legal representative, you represent and warrant that you are fully entitled to contractually engage such entity under the terms of this Agreement. Any reference to “you” herein refers to both your person, the expert user, and the entity on whose behalf you are contracting.

IF YOU ARE NOT FULLY PREPARED TO COMPLY ON AN ONGOING BASIS WITH EACH AND EVERY ONE OF THE PROVISIONS OF THIS CONTRACT, THEN YOU MUST END THE DOWNLOAD AND/OR INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE APPLICATION. YOU MUST ALSO DELETE ANY COPIES OF THE APPLICATION THAT MAY BE IN YOUR POSSESSION. THIS CONTRACT, AS WELL AS ANY OTHER TERMS THAT WOULD BE INCORPORATED BY REFERENCE, REPRESENT THE ENTIRE CONTRACT CONCLUDED BETWEEN YOU AND MÉDYX WITH RESPECT TO THE APPLICATION. FURTHERMORE, THIS CONTRACT CANCELS AND REPLACES ANY PROPOSAL, DECLARATION OR PRIOR AGREEMENT THAT YOU MAY HAVE ENTERED INTO WITH MÉDYX WITH RESPECT TO THE APPLICATION, WHETHER ORALLY OR IN WRITING

SECTION 3 — LICENSE

3.1.Licensing

Subject to your absolute and permanent compliance with the terms and conditions of this Agreement, including, without limitation, the payment of all applicable license fees, the MEDYX entity from which you obtained the Application grants you, pursuant to this, what you accept, a personal, limited, non-exclusive, non-transferable license to you hereunder grants you what you accept, a personal, limited, non-exclusive, non-transferable license (except as provided in Section 2.6 below) and revocable. to use the Application throughout the Term of this Agreement in object code form machine-readable only, as well as on the user manuals (the “Documentation”) accompanying the Application, solely within the framework of this Agreement. For the purposes of this Agreement, any update, improvement, modification, revision or addition to the Application made by MÉDYX and made available to expert users via its website will be included in the “Application”.

3.2.Limits of use

Your license to use the Application is subject to the usage limits set out below. Any use of the Application that violates any of these limits, or any other term of this Agreement, will be considered a violation of this Agreement.

3.2.1.Transfer of rights

Under no circumstances may you sublicense, rent or make available your rights relating to the Application, the Documentation, as granted under this Agreement, without the prior written consent of MÉDYX, which may refuse at its sole discretion. MÉDYX may assign this Agreement without any restrictions. Any assignment contrary to the above will be deemed null and void. Subject to the foregoing, this Agreement binds the parties and their respective successors and designated assigns.

3.2.2.Copies and changes

Unless such restriction is prohibited under applicable law, you may not reverse engineer, decompile, disassemble, or translate the Application in your possession. You may not modify or adapt the Application in your possession in any way whatsoever. You may only use one copy of the Application at a time, activated by your email (the “User ID”) as well as a password owned, leased, or otherwise under your control (the “Authorized Device”). No additional copies of the Application, the Documentation, or any part of them, may be made by you or any other person under your authority or control. Any breach of the Contract by a third party will be considered a breach of contract on your part.

3.2.3.Acceptance conditions

The expert user is generally notified of his acceptance and the activation of the password chosen by email. Access to password-protected Medyx services is limited to legal entities or legally competent individuals who are members of the medical community, or who are in the process of studying to join the medical community, as well as any other entity deemed necessary by Medyx (“Expert User”). The expert user has no right to require acceptance and use of Medyx's services. In addition, Médyx reserves the right to refuse this acceptance without explanation, or to stop providing the services at any time without prior notice, in particular for the following reasons, but not limited to:

fraudulent information given during registration;
use for purposes other than those provided for by our service offer;
use of more than one user code or password for the Application;
unauthorized use of the password by anyone other than the expert user;
violation of these terms and conditions or misuse of Médyx's services.

SECTION 4 — PASSWORD

You are responsible for maintaining the confidentiality of your password at all times. If you allow someone else to access our Website using your username and password, we will assume that you are the person who has access to our Website and you will be responsible for any actions taken on your behalf. By using our Website, you accept responsibility for any activity conducted on your behalf and you release MÉDYX from any and all liability for such use.

In the event of theft of your password, or if you suspect an improper or illegal use of your license beyond your control, you must immediately notify MÉDYX. A replacement password will then be sent to you, and the suspicious license will end. For leased licenses, you must make monthly payments prior to the expiration date in order for license updates to be completed. For greater convenience, MÉDYX can, without being obliged to, alert you of the expiration of your license on the product interface. It is your responsibility to contact MÉDYX regarding any possible expiry that you think is inappropriate. In no event will MÉDYX be held responsible for damages or other costs that may be caused by expired licenses.

SECTION 5 — LICENSE TYPE

5.1.Test licenses

In the event that you obtain a trial or evaluation version of the Application, you will be given a temporary password that will activate the Application for a limited time (the “Trial Period”). You may use the Application during the Trial Period for internal non-commercial purposes for the sole purpose of evaluating the suitability of the Application to meet your needs. After the expiration of the Trial Period, you must either register for our services or destroy the Application, Documentation, all backup copies, and any passwords in your possession. If you decide not to register for our services prior to the expiration of the Trial Period, this Agreement, and all rights and licenses included in it, will terminate at the end of the Trial Period.

5.2. Permanent licenses

The Application will be made available to you for use upon receipt of the duly completed registration form as well as the first payment of your license. Please note that your license may have an expiration date that may result in its termination if MÉDYX considers that the use made of a license is contrary to the provisions of this Agreement. This permanent license thus gives you access to a so-called permanent password. For permanent (non-temporary) passwords, the license is automatically updated. In addition, MÉDYX will provide support or maintenance services under this Agreement. You acknowledge that MÉDYX has no obligation, express or tacit, to announce or make available updates, improvements, modifications, revisions, or additions to the Application if not required by essential practice needs, and that this Agreement does not grant you any right to the foregoing. MEDYX can offer support and/or maintenance services separately. Any additional code, application or associated document that MÉDYX provides to you as part of such support and/or maintenance services will be deemed to be part of the Application and will be subject to the terms and conditions of this Agreement.

SECTION 6 — SUBSCRIPTION AND PAYMENT OPTIONS

Medyx offers expert users two subscription options, either monthly or annually. License fees granted for a fixed term must be paid before the start of the period in question, and can be recharged to the payment method used to pay for your first purchase at the beginning of the renewal period. The license fees paid by you correspond to the license granted under this Agreement. Any license grant is final, and MÉDYX Inc. does not provide any reimbursement of license fees. By accepting the terms of this Agreement, you acknowledge that once the license has been paid to MÉDYX, you have no recourse to obtain a refund of all or part of the royalties paid.

SECTION 7 — DURATION AND TERMINATION

This Agreement takes effect upon your acceptance, or as soon as you download, install, access, and use the application, even if you have not expressly accepted this Agreement. This Agreement will remain in effect until the expiration or termination referred to herein (the “Term”). Time-limited licenses will end when the prepaid period in question expires, unless you have paid all the fees required to renew it. Without prejudice to any other right, this Agreement will automatically terminate without notice, in the event of your breach, or if you fail to comply with the restrictions or other requirements described in this Agreement, including the payment of all applicable fees. In such a case, you agree that MÉDYX may, in addition to any other recourse that it may have at law or in equity, remotely deactivate the application.

You may temporarily pause or terminate this License Agreement at any time by giving written notice 31 days or more prior to the end of MEDYX's term of termination of the Agreement and by ceasing all use of the Application and Documentation. For the pause, the duration of the pause must be 31 days or more. Upon expiration or termination of this Agreement for any reason, you agree to uninstall the application and to either return the Application, Documentation, and any copies of the same that you obtained to MÉDYX, or to destroy such materials and to provide written proof of such destruction to MÉDYX.

SECTION 8 — LIMITED WARRANTY AND LIMITATION OF LIABILITY

8.1.Limited warranty

MÉDYX undertakes, during the 60 days following the date of purchase (hereinafter the “Warranty Period”), to provide support for the Application and to make every reasonable effort to ensure that your use is satisfactory. MEDYX is committed to reimbursing you if you are not fully satisfied with our services during the entire Warranty Period.

8.2.Limitation of liability

LIMIT OF LIABILITY. UNDER NO CIRCUMSTANCES WILL MÉDYX, A SUBSIDIARY OF MÉDYX INC., ITS DIRECTORS, SHAREHOLDERS, SHAREHOLDERS, EMPLOYEES, OFFICERS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR THIRD PARTY PARTNERS FOR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS), WHETHER UNDER CONTRACTUAL LIABILITY, WARRANTY, OR DELICTUAL LIABILITY ( INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF MÉDYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL MÉDYX'S TOTAL AND CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY YOU IN CONSIDERATION OF THE USE OF THE APPLICATION IN THE TWO MONTHS PRECEDING THE CLAIM IN QUESTION. THE ABOVE LIMITATIONS WILL APPLY EVEN IF THE ABOVE REMEDY PROVES TO BE INEFFECTIVE.