Terms & Conditions

1- Provision of Service

System Services 

Service means ANY act of serving the CUSTOMER by Med49, regardless of its duration and whether it’s a paid service or a service for free. ALEMBICO system services are defined as the use by the CUSTOMER of ALEMBICO’s application software services and any future enhancements as provided by Med49. These services also include the provision of access to associated computing, software, and information services provided by others via the global Internet. 

Med49 agrees to provide the services of the System to the CUSTOMER in consideration for payment of fees and compliance with these Terms and Conditions, the Privacy Statement and the Subscription Agreement (as same may be amended from time to time). 

2- Use of Services

Rights, Responsibilities & Laws 

The CUSTOMER hereby grants Med49 the right to use, copy or modify in any form, any communication or information, other than personal health information respecting a patient, that the CUSTOMER transmits to, or enters on, or utilizes, in connection with the System for business purposes. The CUSTOMER agrees to comply with all applicable laws, rules and regulations applicable to the System and the use of the System, including without limitation laws relating to the protection of personal health information, retention of health information and records, and human rights laws, and shall not use the System to commit a crime, libel, slander, obscenity, convey or engage in indecent activity, commit intellectual property infringement or any tortuous act or other unlawful activity, or to plan, encourage or help others to do so. 

3- Confidentiality of Patient Information

The services provided through the System enable the transmission, storage and reception of data and to enter on the System confidential personal health information respecting patients. The CUSTOMER covenants and agrees that it will at all times in connection with its use of the System, comply with all laws, rules, regulations and standards and codes applicable to the collection, use, transmission, processing, disclosure and retention of personal health information (collectively the “Health Privacy Requirements”) and shall obtain and maintain (and shall at all times be solely responsible for obtaining and maintaining) any and all patient consents required or advisable in connection with its use of the System. The CUSTOMER further covenants and agrees that it shall be solely responsible for ensuring that its associated physicians, employees, agents and representatives and other persons under its direction and control comply with all Health Privacy Requirements.

Without limiting the generality of the foregoing, the CUSTOMER acknowledges and agrees that all personal health information related to a patient transmitted to or entered on the System is confidential and shall not be used by the CUSTOMER or any of its employees, associates, representatives or agents or disclosed to any person except as permitted by the Health Privacy Requirements or as consented to by the patient. The CUSTOMER shall take all steps reasonably required to maintain the confidentiality of all data transmitted, stored, received or entered on the System. In this regard, the CUSTOMER shall ensure that any computer(s) used to access the System is kept in a secure location that does not allow public access to or public view of the information. 

4- Security

Med49 will use appropriate industry standard security measures to protect the confidentiality of personal health information transmitted to, entered on or utilized in connection with the System. Med49 will use commercially reasonable best efforts to maintain the confidentiality of personal health information that the CUSTOMER provides to, transmits to, or enters on the System and to prevent disclosure of such information to any person except as directed by the CUSTOMER or as may be required or permitted by law. However, since no Internet-based data transmission or storage system is absolutely secure, and information will be transmitted over a medium which is beyond the control and jurisdiction of Med49, Med49 disclaims and will not be responsible for any loss or damage resulting from the use, communication, transmission, entry or storage of any personal health information transmitted to, received by, entered or stored on the System. Furthermore, Med49 assumes no liability for or relating to the delay, failure, interruption, corruption or compromise of any data or other information that is transmitted in connection with the use of the System. 

The System is intended by Med49 to require, at a minimum, a user ID and password to access and use. The CUSTOMER agrees that all user ID’s and passwords used in connection with the System are confidential and accordingly, the CUSTOMER will not disclose them to any person not employed by or associated with its organization. Each password is for the sole use of the named registered user and its associated physicians, employees, representatives and agents. The CUSTOMER is solely responsible for maintaining the strict confidentiality of the user ID and password assigned to it and any changes, damages or losses that may be incurred or suffered as a result of its failure to do so. Med49 is not, and shall not at any time be liable or responsible for any harm or any damages or losses that may be incurred or suffered resulting from or related to the theft of or loss of confidentiality of the CUSTOMER’S user ID or password, the CUSTOMER’s disclosure of its user ID or password, or its authorization to allow another person or entity to access or use the System using the CUSTOMER’S user ID or password. The CUSTOMER agrees to immediately notify Med49 of any unauthorized use of its user ID or password or other need to deactivate its user ID or password due to security concerns. 

5- Abuse of Services

Any use of the System that disrupts the normal use of the System for other Med49 customers is considered to be abuse of the System resources and is grounds for immediate termination of this Agreement by Med49 and/or administrative intervention by Med49, without prejudice to any other rights Med49 may have. 

Unethical, criminal or tortuous acts and any other unlawful activities of the CUSTOMER are violations of Med49’s conditions of use. The CUSTOMER is expected to report to Med49 any information it may have concerning instances in which the conditions of use (including without limitation, any terms contained herein) have been or are being violated or are otherwise not being complied with. When Med49 becomes aware of possible violations, Med49 will initiate an investigation. At the same time, in order to prevent further possible unauthorized activity, Med49 may suspend access to services and the System to the CUSTOMER in question. Confirmation of violations may result in cancellation of this Agreement, an action for damages and/or criminal prosecution, without prejudice to any other rights Med49 may have. The account suspension may be rescinded at the sole discretion of Med49, following payment of a re-connection charge of $250 CDN. 

6- Indemnification

The CUSTOMER hereby covenants and agrees to indemnify, defend and forever save and hold Med49 and each of its affiliated companies and their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including without limitation reasonable solicitors’ and accounting fees) arising directly or indirectly out of, or alleged to result from: 1) the use or misuse of the System, or any act or omission of or by the CUSTOMER or any of its employees, associates, representatives, agents or any other person for whom it is responsible in law; 2) any materials or information obtained by the CUSTOMER through the System or transmitted by or to the CUSTOMER, or any of its employees, representatives or agents or any other person for whom it is responsible in law on or in connection with the System; 3) any failure by the CUSTOMER or any of its employees, associates, representatives, agents or any other person for whom it is responsible in law, to comply with all or any part of the Health Privacy Requirements; or 4) any violation or breach by the CUSTOMER or any of its employees, associates, representatives, agents or any other person for whom it is responsible in law of any of the provisions of this Agreement. This indemnity shall survive the termination of this Agreement for any reason. 

7- Disclaimer and Limitation of Liability

The System is provided on an “as is” basis. Except as otherwise expressly set out in these Terms and Conditions, Med49 makes no express or implied warranties, representations, conditions, guarantees or endorsements whatsoever (including, without limitation, warranties of merchantability or fitness for a particular purpose, or warranties of title or non infringement or otherwise) with regard to the System or the services provided through the System or on the Internet generally, and the CUSTOMER’S use of the System, including the content thereof, is entirely at the CUSTOMER’s sole risk. 

Med49 will not be liable whatsoever for any failure to provide reference or access to all or any part of the System due to the System’s failure, technological failure of the System or the Internet, human or machine error, Acts of God, or any other cause outside of Med49’s control. Med49 will not be responsible for harm due to unauthorized use of or access to the System, including, without limitation, unauthorized reproduction and tampering by network “hackers”. To the fullest extent permitted by law, Med49 shall not be liable to the CUSTOMER or any third parties for any costs or damages (whether general, indirect, special, incidental, consequential, punitive, or exemplary damages of any kind), including without limitation, lost revenues, loss of profits, loss of data or business interruption or any pecuniary loss arising from the use, misuse or inability to use or access the System, whether based on warranty, contract, tort, or any other legal theory, or any information or transactions provided on the System, or downloaded from the System, or any delay of such information or service, even if Med49 or its authorized representatives have been advised of the possibility of such damages or same could have reasonably been foreseen by Med49. In any event, the parties agree that Med49 shall be liable only to the extent of actual damages incurred by the CUSTOMER, and notwithstanding anything else contained in this Agreement or in any statute or regulation, Med49’s maximum liability under this Agreement shall not exceed the amounts billed to the CUSTOMER by Med49 for the preceding month’s billing. 

The CUSTOMER accepts sole responsibility for the information transmitted to, entered on, received by it, or stored on the System and it is solely the CUSTOMER’s responsibility to evaluate the accuracy, completeness and usefulness of all information provided on or communicated through the System or on the Internet generally. 

Med49 will use its reasonable best efforts to maintain optimal System up time, but does not and cannot warrant the System will be uninterrupted or error?free or that defects in the System will or can be corrected. 

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to certain customers. In such jurisdictions, Med49’s liability is limited to the greatest extent permitted by law. 

8- Payment of Fees and Penalties

Service invoices will be submitted electronically to the customer on the 15th day of the month for services rendered during the previous month. Payment is due on the 15th of the following issurance of invoice. (i.e. April is billed on May 15th and is due May 30th. Accounts that remain unpaid after the due date are subject to interest at the rate of 12% per annum. 

The CUSTOMER acknowledges responsibility for the account until payment in full is made. Cheques or money orders shall be made payable to Med49 Solutions Inc. and sent to the address as it appears on the Med49 website. There is a $25.00 CDN service charge for each cheque that is not honored. 

“Service Cancellation” Requests 

Requests for cancellation of service on ALEMBICO accounts must be in writing and must be given to Med49 with at least 30 days prior notice, sent by mail or facsimile to Med49’s address as it appears on the Med49 website. Data in cancelled accounts will be retained for a period of 90 days from the date of cancellation in order to allow ample time to transfer data off the System. Data will be transferred to CD-ROM in ASCII comma-delimited or, at the CUSTOMER’S request, and subject to an additional fee to be paid in advance by the CUSTOMER, in a format specified by the CUSTOMER, and shall be delivered to the CUSTOMER within the 90 day period via Canada Post Registered Mail- return receipt requested. At the CUSTOMER’S request, and subject to an additional fee to be paid in advance by the CUSTOMER, Med49 shall provide one or more back-up copies of the data in CD-ROM format. Any and all responsibility Med49 may have with respect to the data shall cease upon delivery to and acceptance by Canada Post. It is the CUSTOMER’s sole responsibility to locate a suitable repository for this data and ensure that the data is complete within the same 90-day period. All ALEMBICO accounts must be paid in full before the data is transferred and the transaction is considered to be complete, unless otherwise agreed to in writing by Med49. 

9- Intellectual Property & Copyright and Trade Mark Notices

The CUSTOMER covenants that it will not copy, reproduce or republish any material, in whole or in part, located on any of Med49’s websites or otherwise infringe on any of Med49’s intellectual property rights. Without the prior written consent of Med49, the CUSTOMER will not use the trademarks, logos or copyrights of Med49 or any of its affiliates for any purpose. The CUSTOMER will not misrepresent its relationship with Med49 or attempt to pass itself off as Med49 or in any way claim or represent that it is a representative or agent of Med49. Any modifications or additions made to the System on behalf of the CUSTOMER shall remain the sole and exclusive property of Med49. 

All contents of the System are: Copyright 2017, Med49 Solutions Inc. and/or its suppliers, c/o Med49 Solutions Inc., 2000 Argentia Rd., Plaza 4, Suite 340 Mississauga, Ontario L5N 1W1. All rights reserved. 

10- General

These “Terms and Conditions” together with the “Subscription Agreement”: (a) shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, (b) may be amended only by a written agreement signed by both parties except as otherwise specified in this Agreement; (c) constitute the complete and entire agreement between the parties, and (d) shall supersede any and all other agreements, whether written or oral, between the parties respecting the subject matter of this Agreement. The CUSTOMER hereby consents to the jurisdiction of the courts of the Province of Ontario for the resolution of any dispute arising from or in any way related to this Agreement. The parties’ rights and obligations will bind and enure to the benefit of their respective heirs, executors, administrators, legal representatives and successors and permitted assigns. The CUSTOMER cannot assign its rights under this Agreement without the prior written consent of Med49. The CUSTOMER will ensure that all of its affiliated physicians, employees, agents and representatives using, or otherwise having access to, the System do so only in accordance with this Agreement. These Terms and Conditions shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. 

The obligations of the CUSTOMER pursuant to this Agreement shall survive the termination or cancellation of this Agreement, any discontinuance of access to the System, and any termination of any User ID. This Agreement covers only the use of the System and does not apply to any other Med49 initiative or product. 

Any notice or other communication required or permitted to be given by Med49 to the CUSTOMER hereunder shall be in writing and shall be given by pre-paid first-class mail, by facsimile, or other means of electronic communication or by delivery to the Customer at its last known address. 

This agreement shall be read with all changes in gender or number as required by the context. The CUSTOMER acknowledges that it has been given the opportunity to obtain independent legal advice in connection with this Agreement. 

It is the express will of the parties that this agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. If applicable, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The CUSTOMER agrees that any cause of action arising out of or related to any of the services provided by Med49 hereunder and/or its use of the System must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section headings used herein are for the sake of convenience only and have no legal or contractual significance.