Terms and Conditions

MEDIPENSE INC. is a business corporation duly incorporated under the laws of Canada and having its principal offices in the city of Montréal, Province of Quebec, Canada (Hereinafter “MEDIPENSE”)

GENERAL

The following are terms of a legal agreement between you and MEDIPENSE. By installing, accessing, browsing and/or using the RxPense System (as defined below) or any of its components, you acknowledge that you have read, understood and agree to abide by and comply with all terms, conditions and notices contained in or referenced by these Terms and Conditions of Use (hereinafter the “Terms and Conditions”).

MEDIPENSE reserves the right, at its sole discretion to change, add or remove portions of these Terms and Conditions, at any time.  It is your responsibility to periodically check these Terms and Conditions for changes.  Your continued use of the RxPense System following the posting of changes will mean that you accept and agree to such changes.

Providing that you comply with these Terms and Conditions, MEDIPENSE grants you a personal, non-commercial, non-exclusive, non-transferable, limited permission use of the RxPense System.

DEFINITIONS

“Affiliates” shall mean any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such first Person.  For purposes of this definition, the term “control” (including the correlative terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person;

“Assistive Appliance” means assistive devices which are items that ease the strains of daily activities at home, at work, or at play. They include medical equipment, mobility aids, information technologies, practical aids, and gadgets to suit many different needs. While, it is always your responsibility to adhere to your physician, pharmacist or clinician’s instructions and advice, an assistive appliance may reduce (but not eliminate) your risk of injury or non-adherence.

“Computer” shall mean any electronic device for storing and processing data, typically in binary form, according to instructions given to it in a variable program, including but not limited to a personal computer (PC), a personal digital assistant (PDA) and/or a smartphone;

“Data” shall mean any and all information collected during the use of the RxPense System including, but not limited to, Sensor Data and users personal, health and medical information;

“Device” shall mean an electronic device used to access the Services, such as a Computer and/or the RxPense Hub;

“Healthcare Professional” shall mean a person engaged in the delivery of health care services including but not limited to, a physician, nurses and/or pharmacists, acting within their scope of practice and licensed and/or certified as required by applicable law;

“HTML Code” shall mean hypertext mark-up language commonly used for developing the appearance of Web Sites;

“Intellectual Property” shall mean any and all intellectual property rights of MEDIPENSE, including, without limitation, inventions, patents and/or applications of such, know-how, trade secrets, designs, copyrights (including copyrights in documentation and related object) in relation to the RxPense System, neighboring rights, Trademarks, service marks, logos, business and company names, domain names and other intellectual property rights of a similar kind in any part of the world whether registered or not, including applications for the registration of such rights in relation to the RxPense System;

“Internet” shall mean the global computer network comprising interconnected networks using standard protocols data transmission between computers, more specifically the Internet standard TCP/IP protocols, including standards for HTML Code;

“Internet Service Provider” or “ISP” shall mean a third party entity that enables the uploading and downloading of data between remote computers and the Internet;

“RxPense System” shall collectively mean the RxPense Hub; the RxPense Cloud as well as any versions of RxPense software running on any platforms and any related website (including the mobile-optimized versions of such website) including any upgrades and/or update from time to time as well as any other software or documentation which enables the use of the RxPense System; The RxPense System includes the RxPense Hub, RxPense Portal, RxPense Care, MedLokr and the RxPense Panique accessory. Additional components may be added at any time.

“RxPense Hub” shall mean the RxPense Hub Medication Management, Dispensing and Remote Monitoring device; The RxPense Hub is an assistive appliance.

“Sensor Data” shall mean any and all information captured by the RxPense System whether through the embedded instruments and sensors or by any other devices connected, physically or by any other means, to the RxPense System; and

“Services” shall mean the services currently offered to RxPense System user or hereafter at any time developed or offered to RxPense System user.

COMPATIBILITY AND REQUIREMENTS

The use of the RxPense System may require the use a compatible Computer and/or access to the Internet. You agree that you are solely responsible for meeting these requirements and for any fees, charges or expenses associated with the use of the Internet and/or any other communications from such Computer including without limitation short message service (SMS), email and voice.

NO WARRANTY OR REPRESENTATION

MEDIPENSE, its Affiliates and/or any other party involved in creating, producing or delivering the RxPense System shall not be liable for any direct, indirect, incidental, special, consequential, punitive or other damages whatsoever.

Without limiting the foregoing, and except for the RxPense Hub limited manufacturer’s warranty, the RxPense System is provided to you “as is” without representation, warranty or condition of any kind, either express, implied, or statutory including, but not limited to, implied representations, warranties or conditions of merchantability, fitness or suitability for a particular purpose, accuracy, timeliness, reliability, truthfulness or completeness of information, durability, title, non-infringement of intellectual property rights or inter-operability of products or services. Changes and/or updates to the RxPense System may occur without notice.

MEDIPENSE does not warrant and/or guarantee that the RxPense System and/or the Services will function with your Device or be compatible with any particular Devices. At any time and for any reason, without notice or liability, MEDIPENSE may modify or discontinue RxPense System and/or the Services, in whole or in part, or impose limits on your use of or access.

NO MEDICAL ADVICE

MEDIPENSE, whether through the RxPense System or otherwise, does not give medical advice, nor does MEDIPENSE provide medical or diagnostic services. The usage of the RxPense System and its features, including but not limited to, the reminder notifications, or other information delivered through use of the RxPense System, is not intended to constitute medical advice of any kind or replace personal consultation with a qualified healthcare professional. You acknowledge and agree that the RxPense System and its usefulness depend entirely upon the completeness, accuracy, and currency of the information imputed into the RxPense System.

Furthermore, you acknowledge that the advice of a qualified Healthcare Professional should be sought for any questions related to your disease, symptoms, treatment or any unexpected or negative reaction to said treatment. You understand and acknowledge that you should contact a qualified Healthcare Professional immediately if you have or suspect that you have a medical problem or condition.

PERMITTED/INTENDED USAGE

The RxPense System is intended as an assistive tool to be used for remote monitoring and as a reminder for taking medications. You should not and must not rely solely on the RxPense System as your primary tool for determining whether and when to take medication.

The RxPense System may not function as intended for a numerous reasons, including but not limited to, improper devices handling, communications and/or power failure. The RxPense System may not generate reminder alerts if you exit the RxPense System, if prescriptions are expired, blister packages are empty or recipients cancel or do not agree to these terms and conditions for any reason. You agree that the maintenance of your Devices is solely your responsibility. You further agree that you are solely responsible for ensuring that your medication is properly taken.

Remember, while, it is always your responsibility to adhere to your physician, pharmacist or clinician’s instructions and advice, an assistive appliance like the RxPense may reduce (but not eliminate) your risk of injury or non-adherence.

Any sensor, instrument or similar device connected to the RxPense System is deemed to have been connected to the RxPense System with your express permission and the Data so captured or derived will be aggregated with other RxPense System Data.

The RxPense System is not intended for use by minors. A “minor” is someone who has not reached the age of majority in the applicable jurisdiction in which the RxPense System is being used. In the event that you, as a legal guardian, wish to allow a minor to use the RxPense System, you acknowledge that said minor will have permission to access to all features and functions of the RxPense System. You further acknowledge that, as the legal guardian, it is your responsibility to determine whether use of the RxPense System is appropriate for a minor.

REMOTE MONITORING AND “CIRCLE OF CARE”

The RxPense System assists authorized users to remotely monitor medication adherence as reported by the patient. Authorized users are a group made up of caregivers, family members and Health Care Professionals (hereinafter the “Circle of Care”). Each member of your Circle of Care is specifically, individually and expressly invited by you and will have access to some or all of your personal, health and medical information (“Circle of Care Members”). This information may include Data, such as personal identifying information, historical and current medical information, medical condition information and medication information. You hereby represent that the Circle of Care Members have proxies and permissions granted by you to access any and all remote monitoring feature of the RxPense System.

EMERGENCY SAFETY FEATURE

The RxPense System provides for a permission-based emergency sharing feature for certain user personal medical information, such as personal identifying information, historical and current medical information, medical condition information and medication information, caregiver, emergency contact and health care professional information (the “Emergency Information”).

By enabling the Emergency Information feature in the RxPense System, you are expressly granting MEDIPENSE permission to share any and all of the above mentioned information, without limitation, with any person when the Emergency Information feature is activated. Emergency Information is available on the home screen of the RxPense Hub, to assist first responders should an emergency situation arise.

USE OF DATA

You agree that by using the RxPense System and by providing or submitting any Data to MEDIPENSE by any means of transmission, including but not limited to, by posting, uploading, inputting, providing or submitting any such Data through the use of the RxPense System, you are granting MEDIPENSE permission to use said Data in connection with the operation of its business, including, without limitation, the rights to: copy, distribute, transmit, reproduce, edit, translate and reformat the Data. For clarity of purpose, you expressly authorize MEDIPENSE to share the Data:

• With its subsidiaries and affiliated entities that provide services or conduct data processing on its behalf, or for data centralization and / or logistics purposes;
• With vendors, consultants, marketing partners, and other service providers who need access to such information to carry out work on its behalf;
• In response to a request for information by a competent authority if disclosure is in accordance with, or is otherwise required by, any applicable law, regulation, or legal process;
• In connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of its business by or into another company; and
• With any person in an aggregated and/or anonymized form which cannot reasonably be used to identify you.

No compensation will be paid with respect to the use of the Data, as provided herein nor will MEDIPENSE be under obligation to post or use any Data. You warrant and represent that you own or otherwise control all of the rights to the Data or information as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Data.

MEDIPENSE is committed to the protection of your personal information and will protect all personally identifiable health information in accordance with HIPAA and PIPEDA requirements. Data stored on MEDIPENSE servers and systems is encrypted at rest and during transport. Only those authorized are permitted access.

RESTRICTED USAGE

The RxPense System is provided for personal and non-commercial use only. You may not, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, portion of software, products and/or hardware provided by MEDIPENSE.

Some components of the RxPense System may be accessed globally, if you choose to use the RxPense System from a locations other than Canada, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to Canada or the country in which you reside. Notwithstanding the foregoing, MEDIPENSE makes no representation that the RxPense System is available for use in locations outside of Canada.

Furthermore, you shall not post, publish, modify, transmit, reproduce, or distribute in any way, information, software or other materials or tools designed for compromising the security of the RxPense System and/or any network or telecommunication services. Nor may you post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.

You shall not use, nor permit others to use, the RxPense System in a manner or for a purpose contrary to these Terms and Conditions. You further agree to abide by the respective usage policies of any other networks or computing resources that you may access, whether voluntarily or not, through the use of the RxPense System. You are solely responsible for any and all activities undertaken by you using the RxPense System, including, without limitation, access to materials on the Internet (whether at a password protected site or not) and such activities are at your own risk.

THIRD PARTY INFORMATION AND SITES

This RxPense System may contain links to third party web sites and may incorporate information obtained from third parties (hereinafter collectively referred to as “External Information”). You recognize that such External Information is not under the control of MEDIPENSE, and MEDIPENSE is not responsible for their content, including without limitation its copyright compliance, legality or decency. MEDIPENSE is not responsible for any form of transmission so received. Furthermore, MEDIPENSE does not guarantee and is not responsible for the accuracy, completeness, usefulness and/or timeliness of the External Information.

The inclusion of any link External Information does not imply endorsement of such by MEDIPENSE or any association with its operators. You are responsible for viewing and abiding by the terms of use regulating such External Information. Any dealings with third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and said third party. MEDIPENSE shall not be responsible or liable for any part of any such dealings.

SOFTWARE LICENSE

Subject to these Terms and Conditions, MEDIPENSE hereby grant to you a limited, non-transferable, non-assignable, non-sublicensable and non-exclusive license to access and use the RxPense System, and any related documentation, including without limitation any FAQs and user guide (hereinafter the “License”) for personal, non-commercial use.

The License is effective until terminated by MEDIPENSE or yourself. Your rights under this License will terminate automatically without notice from MEDIPENSE if you fail to comply with any term(s) of this License (including, without limitation, failure to comply with the Terms and Conditions). Upon termination of the License, You shall cease all use of the RxPense System, and destroy all copies, full or partial, you may possess.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

Your access to the RxPense System does not authorize you to use the Intellectual Property, or part of, in any manner. Neither you nor anyone acting on your behalf acquire the Intellectual Property relating to the contents of the RxPense System except as otherwise expressly specified in an appropriate license or other mutually agreed upon, written agreement that you may have with MEDIPENSE. Any grants not expressly granted herein are reserved.

SUBMITTED MATERIALS AND USER FEEDBACK

You agree that by providing or submitting any materials including Data or feedback to MEDIPENSE (hereinafter the “Submitted Materials”) by any means of transmission, including but not limited to, by posting, uploading, inputting, providing or submitting any such Submitted Material through the use of the RxPense System, you are granting MEDIPENSE permission to use your Submitted Materials in connection with the operation of its business, including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submitted Material.

No compensation will be paid with respect to the use by MEDIPENSE of the Submitted Materials, as provided herein nor will MEDIPENSE be under obligation to post or use any Submitted Materials. You warrant and represent that you own or otherwise control all of the rights to the Submitted Materials as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submitted Materials. Notwithstanding the foregoing, any suggestions, improvements or modifications to MEDIPENSE products, including without limitation the RxPense System, made by you or anyone acting on your behalf, including your employees will be the sole property of MEDIPENSE without any further consideration to you.

PRIVACY

In order to use the RxPense System, you may need to provide MEDIPENSE with personal information. Such personal information will subject to MEDIPENSE Privacy Policy. View the MEDIPENSE Privacy Policy.

LIMITATION OF LIABILTY

You specifically agree that MEDIPENSE shall not be responsible or liable for:

• unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into / through the RxPense System.
• any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another’s rights, including without limitation, intellectual property rights.
• any content sent using the communication services and/or included in the RxPense System by any third party.

You further agree that you are responsible for all activities that occur under your password or account, and will keep your password(s) confidential. You will immediately notify MEDIPENSE of any unauthorized use of your password or account or any other breach of security.

In no event shall MEDIPENSE be liable for any special, incidental, indirect, punitive or consequential damages of any kind, or any damages whatsoever, whether in contract, tort, strict liability or otherwise, arising out of or in connection with the use of, or inability to use the RxPense System, whether or not MEDIPENSE has been advised of the possibility of such damages.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless MEDIPENSE and its employees, contractors, officers and directors from all liabilities, claims and expenses, including reasonable attorney’s fees that arise from your use or misuse of the RxPense System, including without limitation, your non-compliance with these Terms and Conditions, or your violation of any third-party rights.

MEDIPENSE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with MEDIPENSE in asserting any available defenses.

NOTICE

Any notice or other communications required to be given under the Terms and Conditions shall be deemed to have been sufficiently given to you if posted on the RxPense System or sent to you at the email or physical address, if any, that you provided to MEDIPENSE if in writing, sent electronic mail or registered mail to:

MEDIPENSE INC.
255-438 RUE ISABEY
SAINT-LAURENT QC H4T 1V3
[email protected]

Notices so given shall be effective upon receipt by the party to which notice is given and shall be deemed to have been received by the addressee seven (7) days after dispatch or upon actual receipt.

ASSIGNMENT

These Terms and Conditions, as well as any rights and obligations, shall not be assigned by you, either in whole or in part, without the express prior written consent of the MEDIPENSE and any attempt to do so without such consent shall be null and void, and shall be deemed to be a material breach of the Terms and Conditions. MEDIPENSE may assign, in whole or in part, at its sole discretion, any rights and obligations to an affiliate or to a third party.

INTERPRETATION

The headings in these Terms and Conditions have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof. Where appropriate, the singular number set forth herein shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine or neuter, as the context dictates.

WAIVER

Under no circumstances shall the failure, negligence or tardiness of MEDIPENSE as regards the exercise of a right or a recourse provided for in the Terms and Conditions be considered to be a waiver of such right or recourse. All rights set herein shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.

GOVERNING LAWS

The construction, interpretation, and performance of the Terms and Conditions shall be governed by the laws of the Province of Quebec, Canada. Any suits, claims or actions related hereto shall be brought only before a court of competent jurisdiction in Quebec, Canada in the district of Montreal and each party hereby submits to the exclusive jurisdiction of such courts and waives any objections to venue in such courts.

In the event of any breach of any provision hereof, MEDIPENSE shall not have an adequate remedy with respect to monetary or other damages, whether direct or otherwise. In such event, the aggrieved MEDIPENSE shall be entitled to seek injunctive relief against such breach in any such court, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief, if undertaken or granted, shall in no way prejudice or in any way limit the aggrieved MEDIPENSE’s right to pursue other remedies available under such law and jurisdiction.

AGREEMENT

These Terms and Conditions constitute the entire agreement of the parties with respect to their respective obligations in connection with the RxPense System.

If all or part of any section, paragraph or provision of the Terms and Conditions is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of the Terms and Conditions, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for therein.