Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of MedConcierge Billing (the “Service”), operated by MedConcierge Inc. (“MedConcierge”, “we”, “us”, or “our”).

By creating an Account, clicking “I agree”, accepting an order or subscription, or accessing or using the Service, you (“Customer”, “you”, or “your”) agree to and be bound by all terms and conditions under these Terms and the Privacy Policy, the DPA, and any applicable Order. If you do not agree, you must not access or use the Service.

These Terms constitute a binding agreement between you and MedConcierge. Please read them carefully.

1. DEFINITIONS

In these Terms, the following capitalized terms have the following meanings:

• Account: means the account created by or on behalf of Customer to access and use the Service.
• Authorized User: means a physician or other person whom the Customer has authorized to access or use the Service under Customer’s account.
• Customer Data: means all data, content, records, files, materials and information submitted, uploaded, transmitted to, generated through or otherwise made available through the Service by or on behalf of Customer or its Authorized User.
• Documentation: means MedConcierge’s then-current user guides, technical requirements, support materials and other documentation made available by MedConcierge for the Service, if any.
• DPA: has the meaning set forth in Section 4.
• MCEDT: means the Ministry of Health Medical Claims Electronic Data Transfer service.
• OHIP: means the Ontario Health Insurance Plan administered by the Ontario Ministry of Health.
• Order: means any online checkout page, order form, subscription confirmation, invoice, or other ordering document accepted by MedConcierge that identifies the Subscription, fees, billing cycle, usage limits or other commercial terms
• Personal Health Information: has the meaning set out in section 4 of PHIPA.
• Personal Information: means information that can identify an individual directly or indirectly, including Personal Health Information, that is transferred to MedConcierge by or on behalf of Customer or its Authorized User(s) pursuant to these Terms, including through the Service.
• PHIPA: means the Personal Health Information Protection Act, 2004 (Ontario) and any regulations thereunder, as amended.
• PIPEDA: means the Personal Information Protection and Electronic Documents Act (Canada) and any regulations thereunder, as amended.
• Privacy Laws: means PIPEDA, PHIPA, provincial privacy legislation, and any other applicable statute or regulation applicable to the Processing of Personal Information, as such legislation may be amended from time to time.
• Processing or Process: means the collection, use, modification, retention, retrieval, disclosure, storage, anonymization, deletion, disposal, management and/or other processing of Personal Information.
• Service: means MedConcierge Billing, the software-as-a-service platform operated by MedConcierge Inc., including the website, mobile and web applications, APIs, databases, content, and all related features.
• Subscription: means Customer’s paid plan for access to the Service, including the features, usage limits and pricing applicable to Customer, as described in the applicable Order or, if no Order applies, as set out on MedConcierge’s then-current pricing page.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

(a) The Service is intended solely for use by physicians licensed in good standing with the College of Physicians and Surgeons of Ontario, by the medical practices, professional corporations, and clinics employing such physicians, and by their authorized administrative staff.

(b) By creating an Account, you represent and warrant that: (i) you meet the eligibility criteria above under Section 2(a); (ii) all information you provide is accurate, current, and complete; (iii) you are authorized to bind the entity, if any, on whose behalf you are registering; and (iv) your use of the Service will comply with all applicable laws and professional regulations.

(c) You are responsible for safeguarding your account credentials, including any credentials for MCEDT, the OPS BPS Secure portal, the Health Care System (HCS) interfaces, payment methods, or other connected systems that you provide to the Service. You agree to notify us immediately of any unauthorized access to or use of your account.

(d) You may not share your account credentials with any person who is not an Authorized User. You are responsible for the acts and omissions of every person who accesses the Service through your account. You are solely responsible for all activity occurring under your Account, including any unauthorized access resulting from the compromise or misuse of your credentials, except to the extent caused by MedConcierge’s breach of these Terms. You must take reasonable steps to prevent unauthorized access, including logging out of the Service at the end of each session when using shared or public devices.

(e) You are responsible for ensuring that each Authorized User complies with these Terms. Any breach of these Terms by an Authorized User or by any person using your Account will be deemed to be your breach.

(f) MedConcierge may refuse registration, suspend access, or require additional information if MedConcierge believes that any Account information is inaccurate, incomplete, misleading, unauthorized, or otherwise creates legal, regulatory, security, operational, or reputational risk.

3. THE SERVICE

(a) MedConcierge Inc. provides MedConcierge Billing, a software platform that assists Ontario physicians with OHIP claim preparation, validation, and submission, health card validation, optical character recognition of billing-related documents, remittance advice processing, and related billing administration tasks.

(b) Specific features available to you depend on the Subscription tier you select. We may add, modify, or discontinue features from time to time. We will provide reasonable advance notice of material changes that adversely affect your use of a paid feature.

(c) The Service is a tool. It does not replace your professional judgment as a physician or your obligations under the Health Insurance Act (Ontario), the OHIP Schedule of Benefits, CPSO policies, or any other law, regulation, or professional standard.

(d) The Service is a subscription-based, cloud-hosted service. MedConcierge does not deliver, transfer or sell any copy of the software, source code, object code, database, validation ruleset, model, tool, or other technology used to provide the Service.

(e) MedConcierge may modify, update, enhance, suspend, discontinue or replace any part of the Service from time to time, provided that MedConcierge will use commercially reasonable efforts to provide advance notice of changes that materially reduce core paid functionality during an active Subscription.

4. PRIVACY LAW COMPLIANCE

We will comply with our privacy policy located at medconcierge.ca/privacy (the “Privacy Policy”) and the data processing addendum located at medconcierge.ca/privacy (the “DPA”) to the extent applicable to your use of the Service. You consent to all actions taken by us with respect to your information in compliance with our Privacy Policy and the DPA.

To the extent of any conflict (i) between these Terms and the DPA with respect to the Processing of Personal Information, the DPA will govern; and (ii) between these Terms and the Privacy Policy, the Privacy Policy will govern with respect to the collection, use, disclosure and handling of Personal Information, and these Terms will otherwise govern.

5. CUSTOMER RESPONSIBILITIES

(a) Professional and legal compliance. You are solely responsible for compliance with the Health Insurance Act (Ontario), the OHIP Schedule of Benefits, CPSO policies, Privacy Laws, and any other law or professional standard applicable to your practice.

(b) Consents and authorizations. You are solely responsible for obtaining all consents and authorizations required to provide Personal Information to MedConcierge and for ensuring that the patients whose Personal Information you submit have been informed of the use of an electronic billing service in a manner consistent with Privacy Laws.

(c) Accuracy of inputs. You are solely responsible for the accuracy and completeness of all data you or your Authorized User submit to the Service, including patient identifiers, dates of service, durations of time-based services, diagnostic codes, and service codes.

(d) Review of outputs. You agree to review each claim, code suggestion, or output produced by the Service before relying on it or submitting it to OHIP. You will not submit any claim that you have not personally reviewed and verified as accurate.

(e) Authorized User. You are solely responsible for all acts and omissions of your Authorized User and any other person who accesses the Service through your account.

(f) Equipment and connectivity. You are solely responsible for obtaining and maintaining the hardware, software, and connectivity needed to use the Service.

(g) Connected systems and credentials. You are solely responsible for ensuring that you have all rights, permissions, approvals and authority required to connect the Service to any third-party, professional, payer, government, or other external system, and to provide MedConcierge with any credentials or access information needed for such connection. You must not provide MedConcierge with any credentials or access rights that you are not authorized to provide.

(h) Use for authorized practice purposes only. You must use the Service only for your own internal professional practice, clinic, or medical billing administration purposes, and not for the benefit of any unaffiliated third party except as expressly permitted by MedConcierge in writing.

(i) Records and backup. You are responsible for maintaining your own records and backups as required by applicable law, professional standards, and your internal policies. The Service is not intended to be your sole system of record for clinical, billing, regulatory, audit, or professional purposes unless MedConcierge expressly agrees otherwise in writing.

6. ACCEPTABLE USE AND PROHIBITED CONDUCT

You agree not to, and not to permit any Authorized User or third party to:

• copy, download, scrape, harvest, mirror, replicate, index, or redistribute, in whole or in part, any database, dataset, fee schedule compilation, code list, validation ruleset, schema, content, or compilation made available through the Service, whether by manual or automated means, except as strictly necessary to use the Service for your own internal practice purposes;
• use any robot, spider, crawler, scraper, headless browser, or other automated means to access the Service or extract data, except for an interface we expressly designate as automation-permitted and only within the documented rate limits and authentication requirements;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service, except to the extent expressly permitted by applicable law;
• sell, resell, sublicense, lease, distribute, or otherwise commercially exploit the Service or any output of the Service to third parties, except that you may use the Service to bill OHIP for your own clinical work and that of physicians within your practice who are Authorized User;
• use the Service or any data extracted from the Service to develop, train, or improve a competing product or service;
• benchmark, performance test, vulnerability test, penetration test, or otherwise access the Service for publication or competitive purposes without MedConcierge’s prior written consent;
• circumvent or attempt to circumvent any access control, rate limit, security feature, or usage restriction of the Service;
• upload or transmit any virus, worm, malware, or other harmful code, or interfere with the operation of the Service, or access or use the Service in a manner that may damage, disable, overburden, impair, interfere with, or compromise the integrity, security, performance, or availability of the Service or any third-party system connected to the Service;
• use the Service to engage in fraudulent billing, fraud against OHIP, or any other unlawful activity;
• submit data of any patient for whom you do not have lawful authority to collect, use, and disclose Personal Information; or
• use the Service in any manner that violates these Terms, our published documentation, or applicable law.

We may investigate suspected violations and take any action we consider appropriate, including suspending or terminating your account in accordance with Section 16.

7. INTELLECTUAL PROPERTY

(a) Our intellectual property. As between the parties, MedConcierge owns and retains all right, title, and interest in and to the Service, including all software, source and object code, algorithms, machine learning models, designs, user interfaces, documentation, fee schedule compilations, validation rulesets, diagnostic code references, training data, and all related intellectual property rights, including all modifications, improvements, updates, enhancements, configurations, derivatives and related analytics, know-how, methods, processes and technology. The Service is licensed, not sold. Nothing in these Terms transfers ownership of any such intellectual property to you.

(b) License to you. Subject to your compliance with these Terms and your payment of applicable fees, MedConcierge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal practice purposes during the term of your Subscription and solely in accordance with these Terms, the applicable Order and the Documentation.

(c) Customer Data. You retain ownership of Customer Data. You grant MedConcierge a non-exclusive, royalty-free, worldwide license to host, copy, transmit, display, process, and use Customer Data solely as necessary to provide the Service, administer your Account, enforce these Terms, perform support and troubleshooting, maintain and improve the Service in accordance with the DPA and comply with applicable law.

(d) Aggregated and anonymized data. MedConcierge may create aggregated and fully anonymized data derived from use of the Service, and may use that aggregated and anonymized data for analytics, benchmarking, research, product improvement, and other lawful business purposes. Aggregated and anonymized data does not constitute Customer Data, to the extent it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, a patient or other individual.

(e) Feedback. If you submit suggestions, ideas, error reports, validation reports, or other feedback regarding the Service, you grant MedConcierge a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without compensation or attribution.

(f) Trademarks. MedConcierge, MedConcierge Billing, the MedConcierge logo, and the tagline “Designed by physicians, for physicians” are trademarks of MedConcierge Inc. You may not use these marks without our prior written consent.

(g) Reservation of rights. Except for the limited rights expressly granted to you under these Terms, MedConcierge and its licensors reserve all rights, title and interest in and to the Service and MedConcierge intellectual property. No rights are granted by implication, waiver or estoppel.

8. BILLING DISCLAIMERS

(a) Tool, not advice. The Service is a billing tool. It does not provide medical, legal, accounting, tax, or professional billing advice. Any code suggestion, premium calculation, fee total, validation message, or other output produced by the Service is informational only and does not constitute a recommendation to bill in any particular manner.

(b) You are responsible for billing decisions. You are solely responsible for:

• selecting the codes, premiums, modifiers, fees, and quantities that you submit to OHIP;
• determining whether a service was rendered, the duration of any time-based service, the appropriate diagnostic and service codes, and any required documentation;
• ensuring that your billing reflects the actual care you provided and complies with the OHIP Schedule of Benefits and all other applicable rules; and
• the accuracy and completeness of every claim submitted through or outside the Service.

(c) No guarantee of payment. MedConcierge does not guarantee that any claim submitted through the Service will be accepted, paid, paid in full, or paid at any particular amount. Payment of OHIP claims is determined by the Ministry of Health and is outside our control.

(d) No guarantee of timing. You acknowledge that the timing of OHIP remittance is controlled by the Ministry of Health and is subject to processing schedules, error correction cycles, manual review, eligibility verification, and other factors outside our control. MedConcierge is not responsible for any delay in payment, including delays caused by claim rejections, manual review, eligibility issues, or Ministry processing.

(e) Reference data. The OHIP fee schedule, diagnostic code reference, master numbering system, validation rules, and other reference data within the Service are compiled from public Ministry sources and are provided on a best-effort basis. MedConcierge does not warrant that this reference data is current, complete, or free of error. Always consult the official Ministry of Health Schedule of Benefits, INFOBulletins, and other official publications before relying on any reference data for billing.

(f) Audits, recoveries, and adjustments. You are solely responsible for responding to any audit, review, recovery, reassessment, or adjustment by the Ministry of Health, OHIP, the Physician Payment Review Board, the General Manager of OHIP, or any other body, and for any amounts owed to or recovered by such bodies.

(g) Third-party systems. The Service depends on third-party systems, including the Ministry of Health MCEDT, EBS, and HCS systems. MedConcierge is not responsible for the availability, performance, accuracy, or behaviour of those systems, or for any consequence of their unavailability or change.

(h) No emergency use. The Service is not designed or intended for emergency, urgent, diagnostic, treatment, patient monitoring, or clinical decision-making purposes.

9. FEES AND PAYMENT

(a) Subscription fees. Subscription fees vary by tier. Some tiers are calculated as a percentage of your OHIP-paid claims, subject to monthly caps where applicable, plus pay-as-you-go add-on fees for specific transactions. Current pricing is set out on our website or in your Order.

(b) Subscription period and renewal. Unless otherwise stated in an Order, Subscriptions are purchased for the subscription period selected at checkout or otherwise agreed by MedConcierge. Subscriptions renew automatically for successive subscription periods unless cancelled in accordance with these Terms or the applicable Order.

(c) Variable billing. For tiers with percentage-based fees, the monthly fee is calculated based on the OHIP remittance for the relevant period and may vary from month to month. We will charge the calculated amount through our payment processor on a recurring basis.

(d) Payment processing. Payments are processed by our third-party payment processor. By providing payment information, you authorize MedConcierge and its processor to charge the applicable fees to your designated payment method on a recurring basis.

(e) Taxes. Fees are exclusive of applicable taxes, including HST, which you are responsible for paying.

(f) Late payment. We may suspend or terminate your access if fees are not paid when due. Overdue amounts may accrue interest at 1.5% per month (19.56% per annum) or the maximum rate permitted by law, whichever is lower. Except to the extent prohibited by law, you are responsible for all reasonable costs incurred by MedConcierge in collecting overdue amounts.

(g) Failed payment. If any payment method is declined, expired, invalid, or otherwise fails, MedConcierge may attempt to process payment again, request updated payment information, suspend access to the Service, or terminate the applicable Subscription. You remain responsible for all fees and taxes incurred before cancellation or termination.

(h) No refunds. Except where required by law, all fees are non-refundable, including for periods of non-use.

(i) Changes to fees. We may change Subscription fees on at least 30 days’ written notice. Continued use of the Service after the effective date of the change constitutes acceptance of the new fees.

10. DATA SECURITY

(a) Safeguards. MedConcierge maintains administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access controls, audit logging, and vulnerability monitoring, in each case as further described in the DPA or Documentation, if applicable.

(b) No perfect security. No system is impenetrable. You acknowledge that the transmission and storage of data over networks involve inherent risks, and MedConcierge cannot guarantee that the Service will be free from unauthorized access, intrusion, or compromise.

(c) Customer security obligations. You are responsible for the security of your account credentials, your devices, your local networks, and any data you store or transmit outside the Service. You agree to use multi-factor authentication where offered and to keep your credentials confidential. You agree not to store account credentials, MCEDT credentials, or other secrets in unprotected locations.

(d) Cooperation. Each party agrees to reasonably cooperate with the other in investigating, mitigating, and responding to any security incident affecting Customer Data.

11. SERVICE AVAILABILITY

(a) MedConcierge will use commercially reasonable efforts to maintain the availability of the Service, but does not guarantee uninterrupted or error-free operation.

(b) We may schedule maintenance windows, perform updates, or temporarily suspend the Service for security or operational reasons. We will provide reasonable notice of planned downtime where practicable.

(c) Outages or degradations of third-party systems on which the Service depends, including Ministry of Health systems, may affect availability. MedConcierge is not responsible for the unavailability or performance of those systems.

(d) Unless MedConcierge expressly agrees to a separate service level agreement, the Service is not subject to any uptime commitment, service credit, or other service level remedy.

12. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDCONCIERGE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, SECURITY, NON-INFRINGEMENT, AND ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, MEDCONCIERGE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, BE SECURE FROM EVERY THREAT, OR PRODUCE ACCURATE OR COMPLETE BILLING OUTCOMES. NO ADVICE OR INFORMATION OBTAINED FROM MEDCONCIERGE OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. LIMITATION OF LIABILITY

(a) Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDCONCIERGE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, REPUTATION, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF MEDCONCIERGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on direct damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDCONCIERGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID BY YOU TO MEDCONCIERGE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT.

(c) Excluded losses. Without limiting the foregoing, MedConcierge will have no liability for:

• rejected, denied, recovered, reassessed, or unpaid OHIP claims;
• delayed, reduced, or withheld OHIP payments;
• errors, omissions, or stale data in the fee schedule, diagnostic code references, validation rules, or other reference data;
• decisions you make or actions you take in reliance on Service outputs;
• audits, reviews, recoveries, reassessments, or adjustments by the Ministry of Health, OHIP, or any other body;
• acts or omissions of third parties, including the Ministry of Health, MCEDT, EBS, HCS, payment processors, telecommunications carriers, and connectivity providers;
• unauthorized access, use, or disclosure of data resulting from your acts or omissions, including credential compromise, weak passwords, or sharing access with unauthorized persons; and
• any loss to the extent caused by your breach of these Terms or violation of applicable law.

(d) Carve-outs. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law.

(e) Allocation of risk. You acknowledge that the fees for the Service reflect this allocation of risk and that the limitations and exclusions in this section are an essential element of the bargain between the parties.

(f) Application. The limitations and exclusions in this Section 13 apply to the maximum extent permitted by applicable law, whether the claim is based in contract, tort, negligence, strict liability, statute, equity, or any other legal theory.

14. INDEMNIFICATION

You will defend, indemnify, and hold harmless MedConcierge, its affiliates, and their respective directors, officers, employees, contractors, representatives and agents from and against any claim, demand, action, proceeding, loss, damage, cost, or expense, including reasonable legal fees, arising out of or related to:

• your billing practices, claim submissions, or interactions with the Ministry of Health, OHIP, or any other body;
• your breach or alleged breach of these Terms or any applicable law, including Privacy Laws, the Health Insurance Act, or CPSO policies;
• your failure to obtain required consents or authorizations, provide required notices or notifications, comply with your obligations under Privacy Laws, or safeguard your credentials, systems or devices;
• any Customer Data or other content you submit to the Service;
• any use of the Service by you, your Authorized User, or any person accessing the Service through your Account, except to the extent caused by MedConcierge’s breach of these Terms; or
• any dispute between you and a patient, employer, partner, payer, regulator, or other third party.

MedConcierge will provide you with prompt notice of any claim subject to indemnification and reasonable cooperation in the defence. You will not settle any claim without our prior written consent if the settlement imposes any obligation on, or admits any liability of, MedConcierge or any of its affiliates. MedConcierge may participate in the defence of any indemnified claim with counsel of its own choosing at its own expense.

15. CONFIDENTIALITY

(a) Each party may receive confidential information of the other in connection with the Service. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

(b) Each party will use the other party’s Confidential Information only as needed to perform its obligations or exercise its rights under these Terms, and will protect such information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than a reasonable degree of care.

(c) Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was rightfully known to the receiving party without confidentiality obligation, was independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without confidentiality obligation.

(d) Personal Information is governed by section 4 of these Terms and is not subject to this section to the extent of any conflict.

(e) You acknowledge that unauthorized use or disclosure of MedConcierge’s Confidential Information, source code, technical information, security information, pricing, product roadmap, or other proprietary information may cause irreparable harm for which monetary damages may be an inadequate remedy, and MedConcierge may seek injunctive or equitable relief without proving actual damages.

16. TERM AND TERMINATION

(a) Term. These Terms apply from your first access to the Service and continue until your account is terminated.

(b) Termination by you. You may terminate your account at any time through the Service or by contacting us. Termination takes effect at the end of the then-current billing period unless we agree otherwise. Fees already paid for the current period are non-refundable.

(c) Termination by us. We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees when due, or use the Service in a manner that we believe poses a risk to MedConcierge, the Service, other customers, or any third party. We may also terminate for convenience on 30 days’ notice.

(d) Suspension. Without limiting section 16(c), MedConcierge may suspend access to all or part of the Service if MedConcierge believes that: (i) your use of the Service creates a security, legal, regulatory, operational or reputational risk; (ii) your Account has been compromised; (iii) suspension is required to protect the Service, MedConcierge, other customers, patients, third-party systems, or any other person; or (iv) suspension is required by law or by a third-party system provider.

(e) Effect of termination. Upon termination: (i) your right to access the Service ends; (ii) we will provide a reasonable opportunity, not less than 30 days, for you to export your Customer Data; and (iii) we will retain or dispose of Personal Information in accordance with the DPA. We may retain backup copies, logs and records as required or permitted by law, the DPA, our backup practices, or our legal, security, audit, billing or compliance processes. Termination does not relieve you of any obligation to pay fees accrued or payable prior to termination, and all such amounts become immediately due and payable upon termination.

(f) Survival. Sections 4, 5, 7, 8, 12, 13, 14, 15, 16(e), 17, 18, 19, and any other provision that by its nature should survive, will survive termination of these Terms.

17. CHANGES TO THESE TERMS

We may modify these Terms from time to time. If we make material changes, we will provide at least 30 days’ notice through the Service or by email to the address on file. The updated Terms will be available on our website with a revised “Last Updated” date. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to stop using the Service and terminate your account. Notwithstanding the foregoing, changes that are administrative, corrective, required by law, required by a third-party system provider, or do not materially reduce your rights may take effect immediately upon posting or notice.

18. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that Province, without regard to conflict-of-law principles.

(b) Jurisdiction. Each party submits to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or related to these Terms, except that MedConcierge may seek injunctive or equitable relief in any court of competent jurisdiction.

(c) Informal resolution. Before filing a claim, you agree to attempt to resolve the dispute informally by sending written notice to the contact address below. The parties will negotiate in good faith for at least 30 days following receipt of notice.

19. GENERAL PROVISIONS

(a) Entire agreement. These Terms, together with any Orders, the DPA, our Privacy Policy, and any supplemental terms incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements relating to the subject matter. If there is a conflict between these Terms and an Order, the Order will govern solely with respect to the conflicting commercial terms expressly set out in the Order. The relationship between these Terms, the DPA and the Privacy Policy is governed by Section 4.

(b) Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

(c) No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of MedConcierge.

(d) Assignment. You may not assign these Terms or any rights under them without our prior written consent, and any attempted assignment in violation of this section is void. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets, on written notice to you.

(e) Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or fiduciary relationship.

(f) Force majeure. Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, pandemic, internet or utility outages, or third-party service failures. Payment obligations are not excused.

(g) Notices. Notices to MedConcierge must be sent in writing to the address listed in section 20, with a copy to the email address listed there. Notices to you may be sent to the email address on file with your account and are deemed received on the date sent.

(h) Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces Conditions et tous les documents connexes soient rédigés en anglais.

(i) Ontario-only use. The Service is intended for use in the Province of Ontario. You may not access or use the Service from any jurisdiction where such access or use is unlawful or would subject MedConcierge to laws or regulatory obligations not expressly contemplated by these Terms. If you access or use the Service from outside Ontario, you do so at your own risk and are responsible for compliance with applicable laws to the extent they apply to you. Nothing in these Terms will be interpreted as limiting MedConcierge’s obligations under applicable law.

(j) No Monitoring. MedConcierge has no obligation to monitor use of the Service or review Customer Data or other content submitted by users, and does not undertake to do so, except as required by applicable law or as reasonably necessary to operate, secure, or support the Service. Notwithstanding the foregoing, MedConcierge may monitor, review and audit use of the Service to verify compliance with these Terms and any applicable Order, including compliance with usage limits, restrictions and payment obligations.

(k) Headings. Headings are for convenience only and do not affect interpretation.

(l) No third-party beneficiaries. Except for MedConcierge’s affiliates and indemnified persons solely for purposes of the warranties, indemnities, and limitations of liabilities as set out in these Terms, these Terms do not confer any rights or remedies on any third party.

(m) Electronic Communications. You consent to receive notices, disclosures and other communications electronically, including through the Service or at the email address associated with your Account.

20. CONTACT

Questions about these Terms can be directed to: