Terms and Conditions for Doctor

MEDHOUSECALL PROVIDER AGREEMENT

PLEASE THOROUGHLY REVIEW THE FOLLOWING PROVIDER AGREEMENT. THIS PROVIDER AGREEMENT FORMS A FORMAL LEGAL AGREEMENT BETWEEN YOU AND LEADSOPOLIS INC., LOCATED AT 219 LARKIN AVENUE, MARKHAM, ONTARIO CANADA L3P 4Y7 WITH FEDERAL INCORPORATION NUMBER 961590-3 FORMED PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT(DOING BUSINESS AS MEDHOUSECALL) AND WHICH GOVERNS YOUR ACCESS TO AND USE OF MEDHOUSECALL’S APPLICATION SERVICE AS A PROVIDER. PLEASE CONDUCT A COMPREHENSIVE REVIEW OF THIS ENTIRE PROVIDER AGREEMENT PRIOR TO MAKING THE DECISION TO ACCEPT IT AND CONTINUE WITH THE REGISTRATION PROCESS.

BY DOWNLOADING AND USING THE APPLICATION, YOU AGREE TO BE BOUND BY THIS PROVIDER AGREEMENT AND THE MEDHOUSECALL APPLICATION USER PRIVACY POLICY LOCATED AT[insert link]. SHOULD YOU NOT AGREE WITH THE FOLLOWING PROVIDER AGREEMENT, PLEASE DO NOT DOWNLOAD AND USE MEDHOUSECALL’S APPLICATION SERVICE.

This Provider Agreement, including the registration confirmation document sent to Provider setting out the price, term, services and payment method after registering for the service (and/or any agreed to update) (the“Registration Confirmation”), the Terms and Conditions (set out below and incorporated by reference, and MedHouseCall’s Application User Privacy Policy (collectively, the “Agreement”), which is made by and between LEADSOPOLIS INC. (“MEDHOUSECALL”).

MEDHOUSECALL carries on the business of providing users (“Users”)with technology which allows them to request the attendance of a professional health care provider via a secureproprietary application software (the “Software”) and related ancillary online services (“MedHouseCall Application”).  Professional Provider is engaged in providing certain types of services to Users that the Provider is licensed, certified and/or credentialed to provide to Users as selected in the Registration Confirmation (“Professional Services”) in the jurisdiction in which the Provider has an applicable license, certification and/or credential to do so for Users (“Jurisdiction”).

Administrative Providers access the MedHouseCall Application to perform administrative functions related to the offering of the Professional Services (“Administrative Services”) (Professional Services and Administrative Services are collectively, the “Services”).

THIS AGREEMENT SETS FORTH THE TERMS UNDER WHICH MEDHOUSECALL WILL PROVIDE THE SOFTWARE AND MEDHOUSECALL APPLICATION. PROVIDER’S ACCESS TO AND USE OF THE SOFTWARE and the MedHouseCall Application IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT WHICH SUPERSEDES THE TERMS OF ANY OTHER PRIOR WRITING OR UNDERSTANDING BETWEEN THE PARTIES.

1.0INTRODUCTION

1.1 Definitions

Applicable Laws refers to all laws, regulations and professional codes applicable to Provider in any Jurisdiction in which the Professional Provider and User are situated.

Confidential Information shall refer to all information provided by MedHouseCall pursuant to this Agreement which is designated as confidential by MedHouseCall or which ought reasonably to be considered confidential under the circumstances, including but not limited to, information regarding the MedHouseCall Application and financial information under this Agreement but excludes any information that is:

  • Publicly available through no fault of Provider;
  • Provided by a third party to the Provider without obligations of confidentiality;
  • In the possession of Provider prior to any disclosure by MedHouseCall; or
  • Independently created by Provider as evidenced by reasonable written records.

Provider refers to an individual engaged in providing certain types of services to Users that the Provider is licensed, certified and/or credentialed to provide to Users as selected in the Registration Confirmation (“Professional Services”) in the jurisdiction in which the Provider has an applicable license, certification and/or credential to do so for Users.

1.2 Term and Termination

This Agreement shall remain in full force and effect from the date hereof and shall continue unless and until terminated. This Agreement shall endure to the benefit of and be binding upon the parties and their respective legal or personal representatives, heirs, executors, administrators, successors or permitted assignees. MedHouseCall may terminate this Agreement at any time without cause by giving the other party written notice to Provider of three (3) business days after which MedHouseCall shall cease providing access to the MedHouseCall Application.

1.3 Disclaimer

The following disclaimers are made on behalf of MedHouseCall, MedHouseCall’s affiliates, subsidiaries, parents, successors and assigns, and each of MedHouseCall’s respective officers, directors, employees, agents, and shareholders.

MedHouseCall enables/facilitates the connection between the User and nearby health care professionals through the use of the MedHouseCall Application.

MEDHOUSECALL DOES NOT PROVIDE MEDICAL SERVICES IN ANY MANNER WHATSOEVER, AND MEDHOUSECALL IS NOT A MEDICAL COMPANY. It is up to the User to decide whether or not to provide services to a User contacted through the MedHouseCall Platform, and it is up to the User to decide whether or not to accept the Services from any User contacted through the MedHouseCall Application. MedHouseCall cannot ensure that a User or User will complete an arranged service. MedHouseCall has no control over the quality or safety of the services.

The professional provider refers to an individual engaged in providing certain types of services to Users that the Provider is licensed, certified and/or credentialed to provide to Users as selected in the Registration Confirmation (“Professional Services”) in the jurisdiction in which the Provider has an applicable license, certification and/or credential to do so for Users. The professional provider with which the User establish a treatment relationship is solely responsible for providing the User with medical services. MedHouseCall only acts as a technology platform/medium to connect the User with health care professionals who may be interested in providing the User with medical services.

None of the MedHouseCall Application (other than information the User receives from Healthcare Professionals) should be considered medical advice or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for the User.

MedHouseCall can be used only in areas where MedHouseCall offers services. MedHouseCall is void where prohibited by law. MedHouseCall may modify the MedHouseCall application at any time without any notice and in its sole discretion. MedHouseCall may block or prevent access and use to any portion of the MedHouseCall application without any notice and in its sole discretion.

The MedHouseCall Application is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. MedHouseCall does not guarantee and do not promise any specific results from use of the MedHouseCall Application and/or the Services, including the ability to provide or receive Services at any given location or time. By using the MedHouseCall Application, the User acknowledges that MedHouseCall is not a medical organization, hospital or staffed by medically trained personnel.

 1.4 No Guarantee

Provider agrees that there is no guarantee of any fees, profit, business, or use of service by Users or amount earned by Provider under this Agreement.

2.0PROVISION OF SERVICES BY THE PROVIDERS

2.1 Professional Services.  

The Professional Provider agrees to provide Users with the Professional Services for which they are authorized to do so by Applicable Laws selected by the Professional Provider or otherwise stated by Professional Provider in their account information pursuant to the terms and conditions of this Agreement.

2.2 Professional License

Professional Provider represents and warrants to MedHouseCall that, during the term of this Agreement, the Professional Provider has all necessary and required licenses and insurance to provide the Professional Services to Users in accordance with the terms of this Agreement and in accordance with Applicable Laws.  If Professional Provider may no longer provide the Professional Services, pursuant to Applicable Laws, Professional Provider will cease providing Professional Services and notify MedHouseCall immediately.

2.3No Delegation

Under no circumstances may the Professional Provider the delegate the performance of the Professional Services to anyone else. The Professional Provider is responsible for personally performing any Professional Services through the MedHouseCall Application.

2.4 Covenants of Professional Provider

Professional Provider represents, warrants and covenants to MedHouseCall, on which MedHouseCall is relying, as follows:

  1. that Professional Provider will be solely responsible for how Professional Provider carries out the Professional Services;
  2. that Professional Provider will perform the Professional Services as Professional Provider as the case may be, sees fit, but only:
    • (i) in a diligent and professional manner, and to the best of his or her ability, experience and talents, and always, in strict accordance with all Applicable Laws;
    • (ii) pursuant to the terms and conditions of this Agreement;
    • (iii) in conformity with the standards of quality and ethics as set down by any applicable licensing, certification, credentialing professional association governing the Provider; and
    • (iv) Professional Provider will only provide such Professional Services as the Professional Provider is certified, licensed, permitted or credentialed to provide in the Jurisdiction and no other services whatsoever.
  3. that Professional Provider will maintain, during this Agreement, and at Professional Provider’s sole expense, membership license, certification or credential in good standing with any association or organization as may be necessary or desirable to be compliant with Applicable Laws;
  4. that Professional Providerwill hold all licenses, certificates and degrees required to provide Professional Services lawfully in any Jurisdiction in which Professional Provider and User are situated;
  5. that Professional Providerprovide all services contemplated hereunder in a secure and confidential manner and in accordance with MedHouseCall’s security policies, rules, and requirements as may be provided to Professional Provider from time to time;
  6. that Professional Providershall provide all services contemplated hereunder in accordance with the  MedHouseCall Application User Privacy Policy, rules, and requirements as may be provided to Professional Provider from time to time and shall comply with Applicable Laws regarding Personal Information in providing the Professional Services, including but not limited to verifying a User’s identity prior to sharing Personal Information belonging to that User; and
  7. that Professional Provider’s will remain liable for any
    • (i) compliance with the legislation in respect of the information provided to MedHouseCall;
    • (ii)acts or omissions of Professional Provider 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 law (local, domestic or foreign) by Professional Provider (or by association, MedHouseCall) in using the  Software, or providing any Professional Services on or through the MedHouseCall Application, and Professional Provider hereby irrevocably agrees to indemnify, defend and hold harmless MedHouseCall 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).

3.0 PAYMENT

3.1 Fee Structure

MedHouseCall will charge Providers who offer Services using the Software a 25% service fee plus HST of their monthly Ontario Health Insurance Plan (“OHIP”) (or other provincial or territorial health insurance and provincial or territorial taxes) billings for Professional Services referred to them through the application . The amount of the host service fee is calculated from the price that OHIP (or other provincial or territorial health insurance)set for their Services.

3.2 Fees Changed

MedHouseCall reserves the right to adjust pricing in any manner and at any time as it may determine in its sole and absolute discretion provided that, any price changes will take effect for the next billing period described in the Registration Confirmation. MedHouseCall will provide Providers adequate notice of any fee changes before they become effective.

4.0 PROVIDER’S USE OF THE SOFTWARE

4.1 Use

Upon accepting the terms of this agreement, MedHouseCall hereby grants the Provider a non-exclusive, non-transferable limited license to use and access the MedHouseCall Application in strict accordance with the terms in this Agreement. The provider agrees not to make any false or fraudulent statements as they use and access the MedHouseCall Application. The Provider acknowledges and agrees that all content and services available on this site are property of MedHouseCall and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in Canada and internationally. All rights not expressly granted herein are fully reserved by MedHouseCall.

Except as may be explicitly permitted, the Provider agrees not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials from this site. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

4.2 Access and Security Guidelines.  

Provider will use his/her real name and valid email address and create a password to use in association with Provider’s email address for access to and use of the Software and the MedHouseCall Application. The Provider shall use their best efforts to prevent access to MedHouseCall’s application through their Username and Password by anyone other than themselves, including but not limited to, keeping such information strictly confidential, notifying MedHouseCall immediately if the Provider discovers loss or access to such information by an unauthorized party and by using a secure Username and Password not easily guessed by a third party. The Provider agrees that they shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via the application.

4.3 User Conduct  

Provider is responsible for all activities that occur under Provider’s account. Provider will not, and will not attempt to, do any of the following:

  1. upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, software, images, sounds, data, or other information – that:
    1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies;
    2. infringes any patent, trade mark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  1. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
  2. impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.
  1. harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of the Provider’s own or a third party.
  2. solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate parental consent.;
  3. use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
  4. use the MedHouseCall Application in any way that, in the sole judgment of MedHouseCall, is objectionable or which restricts or inhibits any other person from using or enjoying the MedHouseCall Application, or which may expose MedHouseCall or its Users to any harm or liability of any type, or creates or imposes MedHouseCall inappropriate load or creates large bandwidth-consuming transactions on the MedHouseCall Application.

4.4 Suspension or Termination of Use

In addition to any other right or remedy that MedHouseCall may have under this Agreement or at law, MedHouseCall may suspend or terminate a Provider’s access to the MedHouseCall Application upon receipt of any notice which alleges that the Providers has used this site in violation of these Rules and/or for any purpose that violates any local, provincial, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. The Provider is responsible for any claims, fees, fines, penalties, and other liability incurred by MedHouseCall or others caused by or arising out of Provider’s breach of this Agreement or its use of the MedHouseCall Application.

4.5 User Information

MedHouseCall will collect, use, store and disclose Personal Information of Users on behalf of Provider and subject to Provider’s instructions.  At all times, the Personal Information remains in the control of the Provider.  Provider will collect, use and disclose Personal Information in accordance with Applicable Laws regarding Personal Information and Provider’s privacy policy.  If a User makes an access to information request, Provider shall be responsible for responding to with such requests and shall direct MedHouseCall in that regard as it sees fit.

Upon creating their Account, the Professional Provider will receive a text message on their cell phone with a verification code. This code must be entered into the applicable screen during the Account Registration Process to proceed with the rest of the registration.

Upon creating their Account, the Professional Provider will also receive an email asking for email verification. Unless the User verifies their email within 24 hours, the Professional Provider’s Account will be deactivated.

If the Professional Provider forgets their Password, the Professional Provider will be directed to a password recovery page to recover their password associated with the Professional Provider’s email address.

4.6 Errors and Corrections

The use of the MedHouseCall is at the Provider’s own risk. While MedHouseCall uses reasonable efforts to include accurate and current information on our Application, Products, and Services, MedHouseCall does not warrant or represent that the Site, Products, and Services will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. MedHouseCall reserves the right to correct any inaccuracies or typographical errors on our Site, Products, and Services, including pricing and availability of products and services, and shall have no liability for such errors. MedHouseCall does not represent or guarantee the truthfulness, accuracy, or reliability of and takes no responsibility and assumes no liability for any content posted, stored or uploaded by Provider, any user of the MedHouseCall Application or any third party on, in or to the MedHouseCall Application, or for any loss or damage arising therefrom, nor is MedHouseCall liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity Provider may encounter.

4.7 Intellectual Property Rights

The Site design, text, content, selection and arrangement of elements, organization, graphics, compilation, magnetic translation, digital conversion, and other matters related to the Application are protected under applicable copyright laws, ALL RIGHTS RESERVED. The posting of any such elements on the Site does not constitute a waiver of any right in such elements. The Provider does not acquire ownership rights to any such elements viewed through the Application. Except as otherwise provided herein, none of these elements may be used, copied, reproduced, downloaded, posted, displayed, transmitted, mechanical, photocopying, recording, or otherwise, without MedHouseCall’s prior written permission. MedHouseCall’s name, logo, and all product names, company names, and other logos, unless otherwise noted, are trademarks and/or trade dress of MedHouseCall. The use or misuse of any Marks or any other materials contained on the Site, without the prior written permission of their owner, is expressly prohibited.

5.0 INDEPENDENT CONTRACTORS

5.1 Relationship of the Parties

This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Furthermore, the Provider is solely responsible for the supervision and direction of the Services provided and shall be responsible for the manner in which the Services are performed, for the method employed in doing the same and for all acts and things done in the performance of the foregoing.

5.2 Operator Not an Employee

The Professional Provider is not an employee of MedHouseCall and shall not be entitled to receive from MedHouseCall any benefits whatsoever and MedHouseCall shall not be required to make contributions for unemployment insurance, Canada Pension, workers’ compensation and other similar levies in respect of the fee for services to be paid to the Professional Provider.

5.3 Providers Shall Not Contract on Behalf of MedHouseCall

Providers shall not, without the prior written consent of MedHouseCall, enter into any contract or commitment in the name of or on behalf of MedHouseCall or bind MedHouseCall in any respect whatsoever. Any liability or obligation incurred by one party without the written consent of the other party or as otherwise provided or permitted in this Agreement shall be the sole liability and obligation of that one party without any right to contribution from or indemnity by the other party.

6.0 MEDHOUSECALL RESPONSIBILITIES

6.1 Access to Information

During the term of this Agreement, MEDHOUSECALL shall respond in a timely basis to all reasonable requests by Provider for relevant information in support of Provider accessing the MedHouseCall Application hereunder. On reasonable notice, the Provider may request MEDHOUSECALL to review the MedHouseCall Application in order monitor compliance with Provider’s obligations under this Agreement and Applicable Laws.

6.2 Software

To the extent applicable in the performance of any Services, MEDHOUSECALL shall provide Provider with the necessary access to use the Software to perform the Services, subject to the terms and conditions of this Agreement and the applicable terms of use. The Provider hereby acknowledges and agrees that (i) the Software and the MedHouseCall Application is provided from Canada notwithstanding the location of the Provider or any User at any time, including during the provision of Professional Services, and (ii) that the MedHouseCall Application is a communication system only.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, MEDHOUSECALL MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE SOFTWARE AND THE MEDHOUSECALL APPLICATION IS PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEDHOUSECALL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE SOFTWARE AND THE MEDHOUSECALL APPLICATION, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Location Collection

The Provider consents to MedHouseCall will collect the precise location of the Provider’s device when the app is running in the foreground or background. If the Provider shall label certain locations, such as “home” and “work,” MedHouseCall receive that information.

MEDHOUSECALL includes maps, geocoding, places and other content from Google, Inc. (“Google”) and also allows you to select your current location. Because of this, you must also agree to Google’s then current Terms of Use for their Google Maps/Google Earth Product (“Google Terms”), located here: https://www.google.com/intl/en-US_US/help/terms_maps.html. The Google Terms are incorporated within these Terms by reference. By using MEDHOUSECALL, you are agreeing to be bound by the Google Terms.

7.0 CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Confidential Information

The Provider covenants and agrees that Provider shall not disclose to anyone any Confidential Information or use any Confidential Information provided by MedHouseCall for any purpose other than the performance of Provider’s obligations under this Agreement. This obligation shall survive the expiry or termination of this Agreement for any reason.

7.2 Return of Property

Upon expiry or termination of this Agreement, Provider shall return to MedHouseCall any property or documentation of MedHouseCall, and all Confidential Information.

8.0 INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

8.1Insurance

Professional Provider represents and warrants to MedHouseCall that Professional Provider is and will be duly qualified under the Applicable Laws to provide Professional Services and will be appropriately insured for professional negligence or misconduct (and malpractice, if applicable) in accordance with the Applicable Laws.

8.2 Indemnity

The Provider agrees to defend, indemnify, and hold harmless MedHouseCall, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claim, and expenses, including attorney’s fees, that arise from the provision of services by the Providerin connection with the Application, or any services, information or products from this Application, or any violation of this Agreement. MedHouseCall reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Provider, in which event the Provider shall cooperate with MedHouseCall in asserting any available defenses

8.3 LIMITATION OF MEDHOUSECALL’S LIABILITY

IN NO EVENT SHALL MEDHOUSECALL BE LIABLE TO PROVIDER FOR ANY CLAIM, DAMAGE, OR INJURY OR LOSS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT (HOWSOEVER ARISING UNDER ANY THEORY OF LAW) IN EXCESS OF THE TOTAL AGGREGATE FEES WHICH MEDHOUSECALL RECEIVES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN NO EVENT SHALL MEDHOUSECALL BE LIABLE TO PROVIDER OR ANY OTHER PERSON FOR ANY THIRD PARTY CLAIMS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (UNDER ANY THEORY OF LAW) HOWSOEVER ARISING OR RELATED TO THIS AGREEMENT EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES ARISING.

9.0. GENERAL

9.1 Express Consent

By entering into this Agreement, the Provider expressly consents to receiving electronic messages from MEDHOUSECALL which messages shall provide information related to the MedHouseCall Application.  If Provider wishes to use the MedHouseCall Application on a mobile device, such Provider further expressly consent to the installation of software (and any updates) required to use the MedHouseCall Application as an application on mobile devices.  Providers may contact MEDHOUSECALL at the address, phone number and email located below in order to cancel their consent to receive electronic messages and/or software updates at any time.

9.2 Notices

All notices and communications required or permitted under this Agreement to MedHouseCall will be in writing and will be sent by registered or certified mail, with confirmation of receipt. Provider may send notices to:

LEADSOPOLIS INC.

219 LARKIN AVENUE

MARKHAM,ONTARIO, L3P 4Y7, CANADA

A 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 Provider’s Email Address as documented in the Registration Confirmation. Notices will be deemed to have been given upon the next full business day in the Province of Ontario after being sent.

9.3 Time of the Essence

Time shall be of the essence in the performance of the Provider’s obligations under this Agreement and of every part thereof, and no extension or variation of this Agreement shall operate as a waiver of this provision.

9.4 Entire Agreement

This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto. MedHouseCall may at any time revise the terms of this Agreement by updating these terms and by providing notice the Provider of that change.

9.5 Assignment or Subcontract

This Agreement may not be assigned or subcontracted (in whole or in part) by Provider, and any assignment or subcontract is void ab initio.

9.6 Force Majeure

MedHouseCallshall not be liable for any delays or failure in performance due to causes beyond its reasonable control, including but not limited to, acts of God, acts of any government, war, natural disasters, strikes, civil disturbance, work refusal, fires, equipment failure or the software or systems of a third party. If such a delay occurs, performance obligations shall be deemed extended for a period equal to the delay.

9.7 Governing Law

The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the province of Ontario with respect to any dispute arising hereunder. This agreement and any sales thereunder shall be deemed to have been made in the province of Ontario and shall be construed and interpreted according to the laws of the province of Ontario and the applicable laws of Canada. MedHouseCall and the Provider expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time.

9.8 Severability

The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

9.9Waiver

The failure of MedHouseCall to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of MedHouseCall’s right to assert or rely upon any such provisions.

9.10 Survival.

The terms and conditions of Section 7.0 (CONFIDENTIALITY AND NON-DISCLOSURE), Section 8.0(INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY) and Section 9.0 (GENERAL), as well as any indemnity specified in this Agreement, will survive any termination of this Agreement.