1. QHR.

   QHR Technologies Inc. (“QHR”, “we”, “our”, or “us”) is a healthcare technology company that provides services for both healthcare providers and patients across Canada through several software applications, including this Solution.

2. The Solution.

   The Solution is a multi-faceted Electronic Medical Record platform that helps Provider Users manage and optimize their practice by digitizing patient information and streamlining day to day tasks. The features may be available in web, desktop, and mobile app formats. In addition, it includes options for patient management modules such as Patient Messaging, Online Booking, Video Conferencing, and e-Prescribing that are defined as Platform Services. For patients, interfaces to these modules may be accessible through the Medeo Solution. The Solution may also leverage third-party offerings that are defined as Third-Party Services to optimize their performance and utility.

Definitions.

1. “Accuro Applications” are all the Accuro applications we make available and to which Users log into using a unique login; for example, AccuroEMR, Accuro Engage, ACCUROgo, and Accuro Mobile, and include QHR services that facilitate services such as faxing and lab feeds for the Solution.
2. “Administrative Services” means administrative functions related to the provision of the Professional Services permitted by Applicable Laws.
3. “Administrative User” means users that use the Solution for the purpose of Administrative Services on behalf of Provider Users.
4. “Applicable Laws” means all laws, regulations and professional codes applicable to the particular User, including but not limited to all applicable provincial and federal privacy legislation and health information legislation.
5. “Client” means the Client as defined in the LSA, often a Provider User.
6. “Personal Information” means information about an identifiable individual, including personal health information about that individual.
7. “Platform Services” are services powered through our platform; for example, Patient Messaging, Online Booking, Video Conferencing, and e-Prescribing, which may also be governed by their own terms that will supersede these Terms in the event of a conflict.
8. “Preview” means pre-release features, services, or software included in the Solution and offered by QHR that are licensed to Users as part of these Terms. Preview is a specific type of pre-release and does not include pilot, beta or other types of pre-releases.
9. “Professional Services” means the certain types of health care and related services that the Provider is licensed, certified, and/or credentialed to provide.
10. “Provider User” means the provider of Professional Services using the Solution.
11. “QHR Content” means content that QHR has prepopulated or provided by default into the Solution; for example, clinical forms and consultation templates.
12. “Solution” means any and all of the Accuro solutions you use, which include the Accuro Applications and Platform Services, as they are made available.
13. “Third-Party Services” are services offered by third parties that integrate with the Solution; for example, patient forms, appointment reminders, dictation and transcription, and services provided by health authorities, and government bodies.
14. “User” means all individuals including Administrative Users, Provider Users and Clients who use the Solution.
15. “User Content” means content that Users have uploaded into the Solution; for example, clinical forms and consultation templates.

1. Professional Services.

   The Provider User agrees to only use the Solution to assist them in providing Professional Services for which they are authorized by Applicable Laws, and pursuant to these Terms and the LSA.

2. Professional Standing.

   The Provider User represents and warrants to QHR that, at all material times, the Provider User has all necessary and required certifications, permits, or credentials to provide the Professional Services in accordance with these Terms and in accordance with Applicable Laws. If the Provider User may no longer provide the Professional Services, pursuant to Applicable Laws, the Provider User will cease using the Solution to provide Professional Services and will notify QHR immediately.

3. Representations, Warranties, and Covenants of the Provider.

   The Provider User represents, warrants and covenants to QHR, and QHR is relying on such representations, warranties and covenants in entering into these Terms, as follows:
1. that the Provider User will be solely responsible for how the Provider User carries out the Professional Services;
2. that the Provider User shall use the Solution in a secure and confidential manner and in accordance with the Provider User’s professional obligations and shall comply with all Applicable Laws, including but not limited to those regarding Personal Information, in providing the Professional Services and using the Solution;
3. that the Provider User shall be responsible for all Administrative Users to whom the Provider User has granted access to the Solution, including all privacy and security protocols to ensure that such Administrative Users are using the Solution in compliance with Applicable Laws, these Terms and the LSA;
4. that the Provider User acknowledges that the Solution is not a replacement for the standard medical practices, professional judgement, skill, expertise, and ability of the Provider User using the Solution. The Provider User acknowledges that they have the sole obligation and responsibility to provide medical health services to their patient(s);
5. that the Provider User will remain liable for any (i) compliance with Applicable Laws in respect of the information provided to QHR, including any Personal Information; (ii) acts or omissions of the Provider User in respect to the provision of Professional Services including, but not limited to any claims for damage or injury to persons or property or security breaches; or (iii) any violation of any Applicable Law by the Provider User or their Administrative Users (or by association, QHR) in using the Solution, or providing any Professional Services on or through the Solution, and the Provider User hereby irrevocably agrees to indemnify, defend and hold harmless QHR from any and all costs, damages, expenses, fees or other amounts arising out of, or related to any claims, suits, proceedings (actual or threatened) by any person relating to (i), (ii) or (iii).
6. that the Provider User is responsible for having an agreement in place with any other healthcare providers they share an EMR database with outlining custodianship of the Personal Information within the Solution. The Provider User acknowledges and accepts that QHR is not responsible for making any determinations with regards to custodianship and that if it is unclear whether certain Personal Information is under the custody of a Provider User, the involved Users and/or Client are required to resolve the issue themselves or with assistance from an applicable regulatory body (e.g. College of Physician and Surgeons) or privacy commissioner to make a determination for the Personal Information in question; and
7. that the Provider User acknowledges and accepts that QHR has no responsibility or liability for any Personal Information in the Solution in the event of relocation, retirement, or death of the Provider User. The Provider User is responsible for having an arrangement in place that addresses how issues of ownership, custody, and enduring access to Personal Information in the Solution will be addressed in such an event. Subject to applicable laws, QHR will follow the instructions of the Provider User and/or Client, their estate trustee, or the applicable regulatory body with regards to any Personal Information abandoned by the Provider User in such an event. The Provider User acknowledges and accepts that six months following the event, if no instructions have been provided to QHR, QHR will encrypt the Personal Information and store it securely until such time as instructions have been provided by the appropriate party or for a period of 3 years, at which time QHR will delete the data. 

4. Insurance.

   The Provider User represents and warrants to QHR that the Provider User is and will be duly qualified under the Applicable Laws to provide Professional Services and is appropriately insured for professional negligence or misconduct (and malpractice, if applicable) in accordance with the Applicable Laws. The Provider User also represents and warrants to QHR that any of its authorized Administrative Users will be appropriately insured for acts and omissions.

1. Administrative Services.

   The Administrative User agrees to only use the Solution to provide Administrative Services for which they are authorized by a Provider User or the Client in accordance with Applicable Laws, and pursuant to these Terms and the LSA.

2. Representations, Warranties, and Covenants of the Administrative User.

   The Administrative User represents, warrants, and covenants to QHR, and QHR is relying on such representations, warranties and covenants in entering into these Terms, as follows:
1. that as between the Administrative User and QHR, the Administrative User will be solely responsible for how the Administrative User carries out the Administrative Services;
2. that the Administrative User shall use the Solution in a secure and confidential manner and in accordance with the Administrative User’s obligations and shall comply with all Applicable Laws, including but not limited to those regarding Personal Information, in providing the Professional Services and using the Solution; and
3. that notwithstanding the responsibility of Provider Users for their Administrative Users, the Administrative User will also remain liable for any (i) compliance with Applicable Laws in respect of the information they have provided through the Solution or to QHR, including any Personal Information; (ii) acts or omissions of the Administrative User in respect to the provision of Administrative Services including, but not limited to any claims for damage or injury to persons or property or security breaches; or (iii) any violation of any Applicable Law by the Administrative User (or by association, QHR) in using the Solution, or providing any Administrative Services on or through the Solution, and the Administrative User hereby irrevocably agrees to indemnify, defend and hold harmless QHR from any and all costs, damages, expenses, fees or other amounts arising out of, or related to any claims, suits proceedings (actual or threatened) by any person relating to (i), (ii) or (iii).

1. Compliance with Laws.

   Access to and use of the Solution by Clients and Users is subject to all applicable international, federal, provincial, state, and local laws and regulations. Clients and Users agree to comply with all Applicable Laws in relation to your access and use of the Solution.

2. License.

   Subject to the User complying with these Terms, QHR hereby grants to the User a limited, revocable, personal, non-sub- licensable, non-transferable, non-exclusive right to access and use the Solution (including the Accuro Applications, the Platform Services, and the QHR Content) in accordance with these Terms solely for offering Professional Services or Administrative Services (as applicable, based on the type of User) and not for resale or to provide services to third parties other than patients. Users shall not acquire any ownership rights in the Solution, with the exception of any User Content. The term of the User’s license commences on the date of the User’s acceptance of these Terms and shall end on the earlier date of the User or QHR’s suspension or termination of the User’s account. A User’s license shall terminate immediately, automatically and without notice if the User attempts to circumvent any security measures used in connection with the Solution or the User otherwise breaches these Terms.

3. Access and Security Guidelines.

   Access to and use of the Solution is intended to be available only to Users who have been assigned a license or otherwise approved by a Client, who have a registered user account through the Solution, and who have agreed to be bound by these Terms. The Client retains the sole discretion to approve requests for new user accounts. The User must use an account named specifically to them as an individual to access and use the Solution. The User acknowledges that they must have a specifically named account so that appropriate permissions may be granted on an individual basis, for logging purposes, and to sign into Third-Party Services. The User is solely responsible for ensuring the security and confidentiality of their username and password. It is the User’s responsibility to ensure that the User’s password is of sufficient strength and is changed regularly to prevent unauthorized access. The User shall not share their username and/or password with anyone at any time. The User will prevent unauthorized access to or use of the Solution and will notify QHR immediately of any suspected or actual such unauthorized use of their login information, or any other security breach involving their account or the Solution, at security@qhrtech.com. QHR is not responsible for any unauthorized access of a User’s account. The User shall ensure that the User’s system is secure and uses an up-to-date commercially available anti-virus and security software. QHR has no responsibility whatsoever for any Client or User system. The Solution is intended to be used by Provider Users licensed in Canada to provide Professional Services, and/or by Administrative Users on behalf of Provider Users licensed in Canada to support the provision of Professional Services. QHR makes no representations that the Solution is appropriate, legal or available for use in all jurisdictions. Users who access or use the Solution do so at their own volition and risk and are responsible for compliance with all Applicable Laws (local, domestic and foreign) in the jurisdiction they are accessing the Solution from.

4. Compatible Devices.

   The Accuro Applications operate on certain operating systems. Users acknowledge and agree that QHR is not responsible for ensuring that a User’s software is compatible with the Accuro Applications, or that a User can use or access the Solution through the User’s device(s). We reserve the right to terminate a User’s use of the Solution should the User use any of the Accuro Applications with an incompatible or unauthorized device.

5. Privacy.

   By accessing or using the Solution, or otherwise accepting or agreeing to these Terms, the User consents to the collection, use and disclosure of the User’s personal information by QHR as set out in the Privacy Policy, which may be amended from time to time and which is incorporated into these Terms. The Privacy Policy sets out the types of personal information that QHR collects through a User’s use of the Solution, and the purposes for such collection, use and disclosure. When a User registers for or updates their user account or accesses or uses the Solution, the User may be required to provide QHR with certain Personal Information, which may include the User’s name and e-mail address. This information will be retained and used by QHR in accordance with its Privacy Policy. Users agree that all information provided by them to QHR via the User’s account on the Solution will be accurate and complete and the User is responsible for updating it in their account.

6. User Data.

   The User is solely responsible for any data the User posts to the Solution. The User will not provide, post, or transmit any data, information, content, or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information. QHR may take any remedial action if the User violates this Section F.6; however, QHR is under no obligation to review any data, information, content or material on the Solution for accuracy or potential liability.

7. Data Transfer.

   The Provider User may be able to transfer data, including Personal Information, into or out of the Solution. The Provider User and/or Administrative User, as the case may be, represents and warrants that it has obtained all necessary patient authorization and consent for such data transfers and that such data transfers comply with all Applicable Laws.

8. Use Restrictions.

   The User is responsible for all activities that occur under the User’s account. The User will not, and will not attempt to, do any of the following: (a) copy, frame, or mirror any part of the Solution or QHR Content; (b) reverse engineer, disassemble or decompile any component of the Solution; (c) interfere in any manner with the operation of the Solution or the hardware and network used to operate the Solution; (d) harvest, collect, gather or assemble information or data regarding the Solution or information or data of other Users or patients without their consent; (e) access, modify or copy any data or information of the Solution or other Users without their consent; (f) knowingly interfere with or disrupt the integrity, security or performance of the Solution or the data contained therein; (g) use the Solution for the benefit of a third party or operate a service bureau; (h) distribute or disclose any part of the Solution in any medium, including by any automated “scraping”; (i) collect or harvest any Personal Information from the Solution; (j) use the Solution for any commercial solicitation purposes; (k) access any content on the Solution through any technology or means other than those provided or authorized by the Solution; (l) submit to the Solution or to QHR any information that may be protected from disclosure by applicable law; (m) bypass the measures we may use to prevent or restrict access to the Solution, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Solution; (n) remove, modify or obscure any copyright, trademark or other proprietary rights notices contained in or on the Solution; (o) execute any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between QHR’s servers or any data not intended for the User; (p) modify, copy or make derivative works based on any part of the Solution; (q) otherwise use or access the Solution in any manner that exceeds the scope of use permitted under these Terms; (r) use or access the Solution in any way, or publish, transmit, distribute, or store on the Solution any information or data that is unlawful, libelous, defamatory, obscene, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (s) use or access the Solution in any way that would constitute, encourage or provide instructions for a criminal offense or give rise to civil liability, violate the rights of any party, or that would otherwise violate any Applicable Laws; (t) use or access the Solution in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (u) use or access the Solution in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Solution or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, security or Personal Information; or (v) use or access the Solution in any way that, in the sole judgment of QHR, is objectionable or which restricts or inhibits any other person from using or enjoying the Solution, or which may expose QHR to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth- consuming transactions on the Solution. Users can report any conduct or content that they believe is unacceptable use to QHR at security@qhrtech.com.

9. QHR Content.

   The User acknowledges and agrees that QHR provides access to QHR Content “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. QHR shall have no liability whatsoever arising from or relating to any User’s use of QHR Content. Any use by a User of QHR Content is entirely at the User’s own risk and discretion. Provider Users are responsible to ensure they are complying with all requirements and best practices of their profession.

10. User Content.

    The User acknowledges and agrees that QHR allows the transmissions and uploading of User Content and provides access to such User Content through the Solution “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. QHR shall have no liability whatsoever arising from or relating to any User’s use or disclosure of User Content. Any use or disclosure by a User of User Content is entirely at the User’s own risk and discretion.

11. Preview Features.

    QHR may provide updates, new features, or services in the form of Previews to give Users the opportunity to evaluate and understand the Preview before it becomes a standard feature in the Solution. During the Preview phase, QHR may only allow certain Users to evaluate and participate in the Preview. Participation in Previews is optional. Previews will be marked with an information banner within the Solution that draws User attention to the Preview.
     
    Previews are provided “as-is,” “with all faults,” and “as available,” and are excluded from any indemnification obligations, service level agreements, or warranties. Notwithstanding anything to the contrary in these Terms, QHR will have no liability of any type with respect to Previews, unless such exclusion of liability is not enforceable under applicable law, in which case QHR’s total aggregate liability relating to a Preview shall not exceed $1,000.00 CAD. Previews may not be covered by customer support. Certain Previews may be subject to additional terms of use, which supplement any agreement(s) governing use of the Solution. QHR may change or discontinue Previews at any time without notice. QHR may choose not to release Previews into general availability.

12. Suggestions and Feedback.

    All Users agree that any and all creative ideas, notes, drawings, suggestions or other information that a User may provide to QHR, whether solicited or unsolicited (“Feedback”), is the property of QHR, our affiliates and subsidiaries, or our partners, including all intellectual property rights therein, without providing any compensation to the User or any other person and without any liability whatsoever. Users hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to QHR and irrevocably waive all moral rights they may have therein. Users may submit Feedback to QHR at https://ideas.qhrtech.com/?project=ACC.

13. Trademarks, Logos and Branding.

    The trademarks, logos, signs, symbols, images and brands (“Marks”) displayed on the Solution are the property of QHR, our affiliates and subsidiaries and our other partners or third-party service providers where named. Users are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of QHR or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All QHR Content available on or through the Solution is protected by intellectual property laws. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any QHR Content for commercial purposes.

14. Violation of Third-Party Rights

    . Users represent and warrant that all content of any kind that is uploaded to or transmitted through the Solution, including User Content, will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trade-mark, trade dress, patent, privacy, publicity, confidentiality or other personal or proprietary rights of any such third parties. QHR may terminate the privileges of any User who utilizes the Solution to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and the User shall have the burden of establishing the same to the satisfaction of QHR, acting in its sole discretion.

15. Third-Party Services.

    The Provider User may decide to use integrated Third-Party Services, provided through the Solution, as part of the Solution. The Provider User acknowledges and agrees that QHR provides access to such Third-Party Services “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. QHR shall have no liability whatsoever arising from or relating to any User’s use of Third-Party Services. QHR limits the use of Personal Information by third parties that QHR integrates or works with to those purposes requested by QHR and requires third parties to have appropriate safeguards for the protection of Personal Information. Notwithstanding the foregoing, QHR may provide the User with access to, or the Solution the ability to connect with Third-Party Services over which QHR neither monitors nor has any control nor input. Any use by a User of Third-Party Services is entirely at the User’s own risk and discretion and the User should ensure that the Client and Provider User is familiar with and approves of the terms on which these Third-Party Services are provided by the relevant third-party provider(s). For more information on how QHR shares information with third parties, see QHR’s Privacy Policy.

16. Linked Sites.

    In the event the Solution contains links to websites and other resources operated by third parties other than QHR (“Linked Sites”) such links are provided solely as a convenience to Users. QHR does not control such Linked Sites, and is not responsible for the content, products, services or information offered by any third parties. The inclusion of links to the Linked Sites on the Solution does not imply any endorsement or any website or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person. If a User decides to access any Linked Sites or acquire any third-party products or services, the User does do so entirely at their own risk, and the User may be subject to the terms and conditions and the privacy policies imposed by such third parties.

17. Suspension or Cancellation of Use.

    In addition to any other right or remedy that QHR may have under these Terms or at law, QHR may suspend (partially or completely) the User’s access to the Solution and use of the Solution.

18. Personal Information.

    The User may collect, use and store Personal Information of themselves, patients and administrative staff in the Solution. At all times, the Personal Information collected, used, transmitted and stored in the Solution remains in the custody and control of the Provider User and/or Client. Personal Information that a User discloses to a patient through Accuro Engage creates a copy of that Personal Information that is stored in the Medeo Solution and is under the control of the patient.

19. Accuro Engage.

    Accuro Engage features may allow Users to interact with a caregiver on a patient’s behalf. It is the Provider User’s responsibility to obtain any necessary patient consent prior to configuring a caregiver in the Solution.

20. Content.

    QHR takes no responsibility and assumes no liability for any content posted, stored or uploaded by the User or any third party on, in, or to the Solution, or for any loss or damage arising therefrom, nor is QHR liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, or profanity the User may encounter. Use of the Solution is at the User’s own risk of being exposed to such material.

21. Security Vulnerability.

    In order to maintain the security of the Solution, the User must not disclose any security vulnerability to anyone except QHR. Immediately upon discovering any issue or problem that may pose a risk to the security or use of the Solution or to any patient information, including Personal Information, the User must notify QHR by contacting security@qhrtech.com or privacy@qhrtech.com.

1. Independence.

   The User is independent and not an employee, agent, joint venturer or partner of or with QHR. The Provider User and/or Client is solely responsible for the supervision and direction of the Professional Services and Administrative Services provided and shall be responsible for the manner in which they are performed, for the method employed in doing the same, and for all acts and things done in the performance of the foregoing. Nothing contained in these Terms and the relationship created between the parties hereby shall, directly or indirectly, constitute the employees, contractors and personnel of the Client to be an employee, joint venturer, or agent of QHR.

1. QHR Security.

   QHR will use commercially reasonable efforts to ensure appropriate safeguards are in place to protect the security of Personal Information in its custody and control, and it will protect such information against risks such as unauthorized access, use, disclosure, destruction and alteration. QHR will limit access to Personal Information in its custody and control to a need-to-know basis.

2. Data Storage.

   All Personal Information stored within the Solution and hosted by QHR is stored within Canada. In some cases, Clients host the data related to the health care services they are providing, in which case, QHR does not store, and is not responsible for such Personal Information. Personal Information that is stored within the Solution and is Client-hosted, may be stored outside of Canada. Personal Information sent to QHR for the purpose of customer support may be temporarily stored outside of Canada as QHR engages service providers located outside of Canada for the purposes of tracking and managing customer support. QHR has no control over the location of data, including Personal Information, stored locally on User systems or devices, or sent to QHR through insecure means.

3. Data Processing.

   QHR engages third-party service providers to process data for purposes such as improving data security, connecting peer-to-peer connections, and/or streaming video, natural language processing, and/or clinical decision support. Some of these service providers may be located outside of Canada, including in the United States. Peer-to-peer connections and video streaming are supported from within Canada, with fail-over servers located in the United States. The data QHR sends to service providers for processing may include Personal Information. The contents of video streams cannot be viewed by QHR’s service providers. By agreeing to these Terms, the User agrees and acknowledges that data they provide to QHR may be transferred to third-party service providers for Third Party Services as set out in the Privacy Policy.

4. Support.

   During the term of these Terms, QHR shall provide customer support to the Client and Users in accordance with the LSA.

5. Solution Availability.

   Where the Client has assigned a license to a User, and to the extent applicable in the performance of any Professional Services or Administrative Services, QHR shall provide the User with the necessary access to use the Solution, subject to these Terms. QHR will use commercially reasonable efforts to maintain the reliability and efficiency of the Solution, subject to regularly scheduled maintenance services or other scheduled interruptions and unscheduled interruptions to the availability of the Solution due to factors beyond the control of QHR, the User, or third parties and further subject to any other limitations or disclaimers in these Terms.

1. Purposes.

   QHR may use the User’s Personal Information for the purposes outlined in QHR’s Privacy Policy, including:
   1. To administer the Solution, which includes creating, administering, and maintaining accounts, which may include processing User applications or providing a quote for a product, service or program, verifying User identity, determining eligibility for a product, service or program, or protecting parties from errors and fraud;
   2. To maintain the Solution and provide customer service, which includes correcting known issues manually or through software updates, to keep the Solution operating as intended;
   3. To monitor the security of the Solution to ensure it is functioning properly and securely; and
   4. To communicate with Users, which includes taking or verifying instructions from Users, responding to User inquiries, providing Users with information or making recommendations about products, services, programs, promotions, contests, and events, providing Users with offers or services, and communicating changes to QHR’s policies or procedures that affect Users.

2. Statistical Usage Data.

   QHR owns the statistical usage data derived from the User’s use of the Solution, including Third-Party Services integrated for use with the Solution, such as: IP addresses, web browser type, operating system information, information about the parts of the Solution that a User accesses and uses, the date and time of the User’s access and use of the Solution and in-application time, actions within the Solution, crashes and other system activity on the Solution, metadata about content the User downloads from the Solution, configurations, log data, feature access, and the performance results for the Solution (“Usage Data”). Users agree that the Usage Data will be owned by QHR without providing additional compensation to the User, Client, or any other person and without any liability whatsoever. QHR may utilize the Usage Data to optimize and improve the Solution, retain customers, or otherwise operate QHR’s business.

3. Customer Support.

   QHR may need to access User or patient Personal Information within the Solution for the purpose of providing customer support. QHR will only access or alter such Personal Information with the implied or express consent of the Client or Provider User in accordance with QHR’s Privacy Policy. QHR will only access as much Personal Information as is reasonably required to diagnose or resolve the issue.

1. Suspension and Removal of Access.

   QHR may monitor, terminate, or suspend any User’s account or QHR’s services (including the Solution) at any time. QHR may, acting in its sole discretion and without prior notice to the User, suspend or remove any User’s access to the Solution, or any part of the Solution, at any time, and cancel the User’s account for any reason, including, without limitation:
   1. if the Provider User or Administrative User is, for any reason whatsoever, incapable of performing the Professional Services or Administrative Services to be provided under these Terms to a standard acceptable to QHR;
   2. if the User engages in fraud, dishonesty, breach of a statute or any other law;
   3. any action or activity of User which may adversely affect QHR’s interest, reputation, or otherwise bring QHR into disrepute, including without limitation, creating risk of legal exposure for QHR;
   4. a voluntary or involuntary bankruptcy or insolvency of User;
   5. conduct on the part of User that is detrimental to the business or the financial position of QHR, as determined at the sole discretion of QHR;
   6. the Provider User ceases, at any time, to have all necessary and required certification, licenses, permits and/or credentials to provide the Professional Services or otherwise becomes ineligible to provide the Professional Services under Applicable Laws;
   7. the Administrative User ceases, at any time, to have authority from the Provider User to assist the Provider User or otherwise access the Solution;
   8. any failure to comply with any term or condition of these Terms or any representation or warranty of User being untrue, incorrect or inaccurate at any time under these Terms; or
   9. in response to requests by law enforcement or any other government agencies.

2. Remedies.

   In addition to the foregoing, QHR reserves the right to pursue all remedies available at law and in equity for violation of these Terms. The parties recognize that a failure by the User to comply with any provision of these Terms will result in damages to QHR for which it could not be adequately compensated by monetary award. Accordingly, User agrees that in the event of such failure (or threatened failure) and in addition to any other remedies available to QHR at law or in equity, QHR shall be entitled as a matter of right, to apply to a court of competent equitable jurisdiction for such relief by way of a restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of these Terms.

3. Termination.

   These Terms, as amended from time to time by QHR, shall remain effective until terminated by the User or QHR. Upon termination of these Terms for any reason, the User must cease use of their account, cease accessing the Solution, delete any Accuro Applications from their device(s) and promptly delete, purge and destroy all electronic and other copies of any QHR Content.

4. Survival.

   The terms and conditions of Section C 1, 2 and 3, Section D 1 and 2, Section E 5 (Privacy), 9 (QHR Content), and 12 (Feedback), Section H (QHR Use of Data), Section I 2 (Remedies), Section J (Indemnity and Remedies), Section K (Limitation of QHR’s Liability), Section L (Disclaimers), and Section M (General), as well as any indemnity specified in these Terms, will survive any removal of access from the Solution.

1. Indemnity.

   User shall indemnify, defend and save harmless QHR and its affiliates, subsidiaries, related entities and their respective officers, directors, employees, contractors or agents, licensors, representatives, successors and assigns (the “Indemnified Parties”) from and against any and all claims, liabilities, losses, actions, and causes of action brought against, and all expenses and costs (including legal expenses on a full indemnity basis and any other fees and expenses incurred for investigating and defending any action or threatened action, as well as settlement costs), or damages of every nature and kind whatsoever, which any of the Indemnified Parties may suffer or incur arising from or in connection with: (a) the User’s use of the Solution, use of QHR Content, User Content, any use of Linked Sites or third party activities; (b) the User’s provision of Administrative Services or Professional Services (as applicable) facilitated through or with use of the Solution; (c) any negligence or wilful misconduct by a User; (d) the User’s breach or alleged breach of these Terms; (e) the User’s breach or alleged breach of the LSA; (f) the User’s violation or alleged violation of any Applicable Laws; and (g) the User’s infringement or violation of any intellectual property rights.

1. Limitation of Liability for the Use of the Solution.

   In no event shall QHR, its affiliates, subsidiaries, related entities and any of their respective officers, directors, employees, contractors or agents, be liable, whether under statute or in contract, tort, strict liability, equity or under any other legal theory, for any personal injury (including paralysis), personal property damage, breach of privacy, loss, accident or death, for any third-party claims, direct, indirect, punitive, consequential, incidental or special loss or damages (including without limitation lost profits, business interruption, replacement cost of personal property, the cost of procuring substitute service or lost opportunity, reputational loss or data corruption or data loss) arising out of or in connection with the use of the Solution, QHR Content, or a Linked Site, or for any delay or inability to use the Solution, QHR Content, or a Linked Site, or arising out of or in connection with the Administrative Services or Professional Services, howsoever arising including negligence, even if QHR is made aware of the possibility of such injury, loss, accident, death or damages. This limitation of liability includes, but is not limited to, the transmission of any viruses, malware, or malicious app which may infect a User’s equipment or devices, failure of the Solution and/or QHR services to be compatible with a User’s hardware or application, failure of mechanical or electronic equipment or communication or interconnect lines or fibre, or other connectivity problems, unauthorized access or unauthorized disclosure of personal information or data, theft, loss of data, operator errors, strikes or other labour problems or any force majeure event. QHR cannot and does not guarantee continuous, uninterrupted, error free or secure access to the Solution.

2. Cap on Liability.

   Applicable laws may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to a User. However, even if this is the case, in no event shall the total liability of QHR for all damages, losses and causes of action and costs and expenses (including legal fees) whether in contract, tort (including but not limited to negligence), equity or under any other legal theory, related to a User’s use of, or the inability to use, the Solution exceed the aggregate of all amounts paid to QHR by the Client on whose behalf the User provides or receives Administrative Services or Professional Services, as applicable, during the twelve (12) months prior to the event which gave rise to the claim in question.

1. QHR is not responsible for the conduct of any User. By using the Solution, Users agree to accept such risks and agree that QHR is not responsible for the acts or omissions of Users on the Solution or when involved in providing Administrative Services or Professional Services.
2. QHR is not responsible for the use of any Personal Information that a User discloses to other Users on or as a result of using the Solution.
3. QHR is not responsible for any charges, including data overage fees, which may be charged by a User’s internet service provider as a result of the User’s use of the Solution. Users are responsible for monitoring their own data consumption, and any charges incurred as a result.

1. No Warranty.

   Except as expressly set out in these Terms, and to the fullest extent permitted by applicable laws, QHR makes no representations, warranties or conditions of any kind. To the fullest extent permitted by applicable laws, the Solution is provided on an “as is” and “as available” basis without warranty of any kind, express or implied, including without limitation, implied warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose, security, suitability or accuracy. QHR does not warrant that the Solution or QHR Content are suitable for or will meet User requirements, are free of defects, which the operation of the Solution will be free from interruption or error free, and QHR does not warrant that errors or defects in the Solution or QHR Content will be corrected. Further, QHR does not warrant, endorse, guarantee, provide any conditions or representations or assume responsibility for any product or service advertised or offered by any third party through the Solution or any Linked Site, including any third-party activities, and QHR shall not be a party to any transaction that a User may enter into with any such third-party through the Solution, any Linked Site, or otherwise.

2. Notice.

   In any case where any notice or other communication is required or permitted to be given by one party to the other party hereunder, such notice or communication will be provided by QHR to the User through the Solution or by telephone, fax, email, or mail to the other party using the contact information as provided by the other party from time to time.

3. Express Consent and Electronic Communications.

   By entering into these Terms, Users expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from QHR at the electronic addresses listed on the User’s user account or by communications posted on or notifications through the Solution. Users acknowledge and agree that any electronic communication shall satisfy any legal requirement that such communication or notification be in writing. If the User wishes to use the Solution on a mobile device, such User further expressly consents to the installation of software (and any updates) required to use the Solution as an application on mobile devices. Please see our Privacy Policy or contact us at privacy@qhrtech.com for information on how to unsubscribe from certain promotional and marketing electronic communications from QHR, and how to withdraw your consent to software updates.

4. Entire Agreement.

   These Terms, the LSA, QHR’s Privacy Policy, and any supplemental terms referred to herein, constitute the entire agreement between the parties with respect to all of the subject matters herein and supersede and replace any other prior oral or written understandings or agreements of any kind between the User and QHR regarding the Solution. In the event of conflict between these Terms, the LSA and the Privacy Policy, the LSA, then these Terms, and then the Privacy Policy shall apply

5. Changes to the Terms.

   These Terms may be amended by QHR at any time, in its sole discretion. Users will be notified of material updates to these Terms. Use of the Solution by the User, following any such amendment and notification, will constitute acceptance by the User of the amendment. It is the User’s responsibility to ensure that the User is aware of the current Terms when the User accesses or uses the Solution. If the User does not agree to any modification of these Terms, the User must immediately stop using the Solution.

6. Consideration.

   For avoidance of doubt, the User acknowledges that the User’s acceptance of these Terms is supported by good and valuable consideration including, but not limited to, the limited license granted in these Terms, and the User hereby acknowledges the receipt and sufficiency of such consideration.

7. Enurement.

   These Terms shall enure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees.

8. Assignment or Subcontract.

   These Terms may not be assigned or subcontracted (in whole or in part) by the User. QHR may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Solution and/or the business and undertaking of QHR.

9. Force Majeure.

   QHR shall not be liable, or be considered to be in breach of or default under these Terms on account of, any delays or failure in performance as required by these Terms due to causes or events beyond our reasonable control, including but not limited to, where the delay or failure is due to acts of God, acts of any government, war, natural disasters, strikes or lockouts or other labour or contractor actions, civil disturbance, work refusal, fires or related fire hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyberattacks, earthquakes, floods, spills, epidemics or pandemics, acts of terrorism, riot, equipment failure or the software or systems of a third party, or other similar events which cannot be reasonably foreseen or provided against. If such a delay occurs, performance obligations shall be deemed extended for a period equal to the delay.

10. Governing Law.

    These Terms and the User’s legal relationship with QHR shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Each of the parties hereto agrees irrevocably to attorn to the exclusive jurisdiction of the Courts of such Province except for applications for injunctive relief or specific performance by QHR. The Solution is meant to be used by Users within Canada. By electing to access the Solution from any jurisdiction outside of Canada, the User accepts full responsibility for ensuring that their use of the Solution is in compliance with all laws applicable within that other jurisdiction. QHR makes no representation that services available on or through the Solution are appropriate or available for use in jurisdictions outside of Canada. Users are not permitted to access the Solution from any jurisdiction in which the QHR Content or User Content is illegal or accessing the Solution is illegal.

11. Severability & Waiver.

    If any provision of these Terms is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The failure of QHR to insist upon or enforce strict performance of any provision of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of QHR’s right to assert or rely upon any such provisions.