LeoMed Terms and Conditions of Use — PREMIUM

This English version is a translation provided for convenience. In case of any discrepancy, the French version prevails.

Below you can find the premium terms and conditions of use.

Links to other terms and conditions of use:
Terms and conditions of use - FREEMIUM
Terms and conditions of use - GENERAL
Updated: 21 October 2021

PREAMBLE

Leomed Technologies Inc. a corporation incorporated under the Business Corporations Act, RLRQ, C. S-31.1, with offices located at 400-233 Frontenac Blvd. Frontenac Ouest, Thetford Mines, Province of Quebec, G1K3A6 (" LEOMED ") operates the LeoMed platform (the " PLATFORM ") accessible at https://leomed.co and on the LeoMed mobile applications (the " APPLICATIONS ").

These General Terms of Service are applicable by right to the services provided by LEOMED to its CLIENTS in the context of its activity. They prevail over all other general conditions of purchase, except in the case of application of the provisions of public order provided for by the Law.

ARTICLE 1. DEFINITIONS

1.1.
The terms listed below shall have the following definitions in the context of these GCU:

" PROFILE ": means the administration interface made available to the CLIENT by LEOMED. Through the PROFILE, the CUSTOMER can personalise the information concerning him/her, define the administration and access rights for PATIENT RECORDS and security levels for the creation of PATIENT RECORDS, their modification, publication, etc.

" ACCOUNT ": refers to the CUSTOMER's account on the PLATFORM allowing access to the SERVICES ordered according to the choices identified in the Special Conditions. Access to the ACCOUNT is via the CUSTOMER's IDENTIFIERS. An ACCOUNT may also result from the creation of a PROFILE by a USER in order to take advantage of the FREEMIUM SERVICES.

" CREATIONS ": refers to any intellectual creation specifically produced by LEOMED within the framework of the execution of the SERVICES, such as software, codes, documents, reports, analyses, studies, manuals, visuals, models, illustrations, drawings, the results of work carried out within the framework of the SERVICES, including their media of any kind. The aforementioned elements may be software, graphics, editorial, audio, audiovisual, visual, etc.

" PATIENT ": refers to the individual whose data is imported by the CLIENT into a PATIENT FILE in order to benefit from the SERVICES.

" CLIENT ": means the individual, establishment, company, institution, organisation or clinic that has subscribed to one of the offers proposed by LEOMED, including in particular the granting of one or more licences to use the PLATFORM, and has been granted one or more user PROFILES in order to use the SERVICES.

" PATIENT FILE ": means the electronic directory accessible via one or more PROFILES within which the CUSTOMER imports and/or produces the PATIENT's personal data and/or information in order to benefit from the SERVICES and made accessible by the CUSTOMER to all or some of the different categories of USERS depending on the offer subscribed to by the CUSTOMER and the licences offered by the latter.

" PLATFORM ": means the platform published by LEOMED as well as all of its graphical, audio, visual, software and textual components. The PLATFORM is the exclusive property of LEOMED. It is accessible at https://leomed.co

" SERVICES ": refers to all the services offered by LEOMED via the PLATFORM. The Services are detailed in Article 4 hereof.

" USERS ": refers to all categories of users of the PLATFORM. CUSTOMERS, their agents and/or employees and PATIENTS are thus considered USERS.

" IDENTIFIERS ": refers to the confidential identification code and password allowing access to the ACCOUNT. These Identifiers are provided by LEOMED and are for the exclusive use of the CLIENT, who is solely responsible for them.

" CONFIDENTIAL INFORMATION ": means (i) protected information (held by the disclosing Party or a third party to whom the disclosing Party has a non-disclosure obligation), including but not limited to any information, know-how and software, including but not limited to its source code and any translations, compilations, partial copies and derivative works; (ii) any information designated as confidential at the time of disclosure to the receiving party, or when orally transmitted, identified as confidential and recorded in written or other material form (including electronic) including a clearly stated confidentiality notice and transmitted to the receiving party within thirty (30) days of disclosure; (iii) any information that must, in light of the circumstances of the disclosure, be treated in good faith as protected and confidential.

" OPEN DAYS ": means all days from 9:00 a.m. to 5:00 p.m. except Saturdays, Sundays and public holidays in Quebec.

" PREMIUM SERVICE ": means the service enabling the CUSTOMER to access all the PLATFORM SERVICES within the limits of the technical constraints and according to the service levels detailed at the time of subscription in the Special Conditions. The PREMIUM SERVICE will include a series of options that can be activated by the CLIENT.

" ADDITIONAL SERVICES ": refers to the optional services presented in the Special Conditions that can be activated directly by the CUSTOMER from his PROFILE and are subject to specific contractual conditions." FREEMIUM SERVICE ": refers to the free offer proposed to CUSTOMERS. To subscribe to the FREEMIUM SERVICE, CUSTOMERS are invited to validate the FREEMIUM Terms and Conditions of Service available at https://leomed.co/terms-and-conditions-freemium.

ARTICLE 2. CONTRACTUAL DOCUMENTS

2.1.
The CONTRACT consists of the following contractual documents:
a) The Special Conditions including, where applicable, the Specific Conditions governing the SUPPLEMENTARY SERVICES;
b) The General Conditions of Service in force in accordance with the provisions of Article 3 hereof;
c) The General Conditions of Use (" GCU ") in force, which can be accessed at https://leomed.co/terms-and-conditions.

2.2.
It is understood that these contractual documents are to be understood and interpreted globally and mutually, each being deemed to be part of a whole. However, in the event of contradiction or discrepancy between the terms of these contractual documents, they shall prevail in the order in which they are listed above.

ARTICLE 3. PURPOSE - MODIFICATION

3.1.
The purpose of these General Terms of Service is to define the rights and terms of use of the PLATFORM and the associated SERVICES.

3.2.
LEOMED reserves the right to modify these General Terms of Service at any time. The CLIENT will be informed of these changes by any means thirty (30) days before the changes come into force. In the event of substantial modifications to these General Terms of Services, a distinction is made between the following situations:
a) either the CLIENT consents to the said substantial modifications, in which case they will automatically come into force thirty (30) days after notification without any further formality;
b) or the CLIENT refuses the substantial modifications, in which case, for commitments subscribed to for a fixed term and affected by substantial modifications, the contractual conditions applicable on the day of the initial commitment will be maintained until the end of that commitment.

3.3.
In the case of open-ended commitments affected by the substantial modifications, the CLIENT has the option of terminating the CONTRACT in advance without charge by sending a registered letter with acknowledgement of receipt within thirty (30) days of notification. In this case, the CUSTOMER undertakes to pay LEOMED the sums corresponding to the SERVICES used up to the date on which the termination takes effect, where applicable calculated on a pro rata basis for the initial commitment and the period elapsed.

ARTICLE 4. RIGHTS OF USE

4.1.
LEOMED grants the CUSTOMER a non-exclusive and non-transferable licence to use the PLATFORM and the associated SERVICES, in accordance with the provisions of the Special Conditions. It is specified that this licence to use is granted in return for payment by the CUSTOMER of the sums detailed in the Special Conditions.

4.2.
The CUSTOMER may not under any circumstances assign, transfer, delegate or sub-licence to a third party directly or indirectly in any way whatsoever without the prior written consent of LEOMED.

4.3.
Except as permitted by law, which cannot be excluded by mutual consent of the PARTIES, the CLIENT is prohibited from:
a) attempt to copy, modify, reproduce, create any derivative work, alter, mirror, republish, upload, post, transmit or distribute all or any part of the components of the PLATFORM and/or the SERVICES in any form, on any medium or by any means whatsoever;
b) attempt to decompile, disassemble, reverse engineer or otherwise make comprehensible all or any part of the SERVICES, the SOLUTIONS and the PLATFORM;
c) access all or any part of the SERVICES for the purpose of developing a competing application or service;
d) access the SERVICES in source code or unlocked code form with comments;
e) attempt in any way to remove, circumvent any Technical Protection Measure (" TPM "), or use or manufacture for sale or lease, import, distribute, sell or lease, offer for sale or lease, promote for sale or lease, or hold for private or commercial use any means to facilitate the removal or unauthorized circumvention of TPMs;
f) use the SOLUTIONS and SERVICES to provide services to third parties other than PATIENTS or license, sell, rent, lease, assign, distribute, display, disclose, commercially exploit or otherwise make available the SERVICES to any third party other than a PATIENT.

4.4.
The CUSTOMER undertakes to take all reasonable steps to prevent any unauthorised access to, or use of, the PLATFORM and/or the associated SERVICES and, in the event of such unauthorised access or use, to notify LEOMED as soon as possible.

ARTICLE 5. TERMS OF ACCESS

5.1.
Access to the PLATFORM and the SERVICES requires the opening of an account using the CLIENT's login details, which will be opened either directly by the CLIENT on the PLATFORM or by LEOMED using the information provided.

5.2.
In any event, the CLIENT must ensure that the information provided is accurate and inform LEOMED when it needs to be updated.

5.3.
In the event that the CUSTOMER's registration information is not up to date, complete and/or accurate, LEOMED reserves the right to temporarily suspend or permanently terminate the CUSTOMER's access, without delay or prior notice, after a request for rectification has gone unanswered.

5.4.
The CUSTOMER undertakes to keep the IDENTIFIERs strictly secret, to take all measures to preserve confidentiality, and to notify LEOMED in the event of unauthorised use of its ACCOUNT, as soon as it becomes aware of this. By express agreement between the PARTIES, all operations carried out using the CLIENT's IDENTIFIERS are deemed to originate from the CLIENT, who alone is responsible for their safekeeping.

5.5.
It is agreed between the PARTIES that any breach of this article may lead to the automatic termination of the CONTRACT.

5.6.
Furthermore, the CUSTOMER declares that he/she has been informed that LEOMED may refuse to open an ACCOUNT and therefore access to the PLATFORM and the SERVICES:
a) to a CUSTOMER whose contract with LEOMED was terminated less than a year ago, following a breach of its contractual obligations;
b) to a CUSTOMER who has not paid in full any sums that he/she may owe to LEOMED under a previous commitment;
c) for any other reason, according to the reasonable exercise of its discretion.

ARTICLE 6. TERMS OF USE

6.1. Obligations of the CLIENT

6.1.1.
When using the PLATFORM, the CLIENT undertakes not to undermine public order and to comply with the laws and regulations in force, to respect the rights of PATIENTS and third parties and the provisions of this AGREEMENT, including the GTC available at https://leomed.co/terms-and-conditions and any contractual stipulation concluded with a view to supervising the ADDITIONAL SERVICES activated by the CLIENT.

6.1.2.
In any case, it is reminded that the CLIENT uses the PLATFORM and the SERVICES under its full and exclusive responsibility. In particular, the CLIENT is solely responsible for the PATIENT RECORDS disseminated via the PLATFORM and for its relations with PATIENTS and USERS, LEOMED having, in this context, the role of a mere technical intermediary.

6.1.3.
In order to enable LEOMED to carry out the SERVICES in the best possible conditions, the CLIENT also undertakes to:
a) to cooperate with LEOMED on all matters relating to the SERVICES;
b) to provide LEOMED, at its request, with all documents and information in its possession which are useful for the performance of the SERVICES;
c) to take charge of corrective maintenance services after acceptance of the estimate drawn up by LEOMED when these additional services are required as a result of any malfunctioning which is the consequence of i) the CLIENT's failure to comply with its obligations under this Agreement and in particular the incorrect use of the PLATFORM or the SERVICES; ii) the use of the PLATFORM or the SERVICES by an unauthorised third party; iii) the CLIENT's failure to train its staff; iv) the lack of sufficient details in any error report sent to LEOMED;
d) to be aware of the notifications sent to him via his PROFILE;
e) to make a regular backup of his data, if any, including PATIENT RECORDS;
f) authorise LEOMED to use its name, company name, logo and an example of a message as a "Customer Reference" for communication or commercial promotion purposes, without any compensation from LEOMED;
g) authorise LEOMED to publish testimonials, the content and presentation methods of which will be defined in consultation between the PARTIES;
h) follow any training programme recommended by LEOMED prior to using the tools made available to it.

6.2. Non-compliance with the provisions of Article 6.1

6.2.1.
It is agreed between the PARTIES that any breach of this Article may lead to the temporary suspension or termination of the CONTRACT by operation of law.

6.2.2.
In any event, it is recalled that the CUSTOMER will remain liable to pay the full amount of the sums set out in the Special Conditions, and to publish or have published, at LEOMED's discretion, a press release or other information that excludes LEOMED, without prejudice to any damages that LEOMED may seek as a result of the breach of the present article and the damage to its image and reputation.

6.2.3.
Finally, in the event that LEOMED receives complaints and/or claims and/or notifications directly from PATIENTS or any administrative or judicial authority as a result of the CLIENT's use of the SERVICES, it is expressly agreed between the PARTIES that the CLIENT shall bear the entire cost of the internal or external handling of its complaints and/or claims and/or notifications, including the legal fees reasonably incurred by it.

ARTICLE 7. OBLIGATIONS OF LEOMED

7.1.
It is expressly agreed between the Parties that LEOMED is subject to a general obligation of means and that it is not bound by any obligation of result;

7.2.
In general, LEOMED cannot guarantee that the use of the PLATFORM and the SERVICES will generate an increase in turnover, measurable efficiency or any other optimisation of the CUSTOMER's activities.

7.3. Accessibility / Availability
7.3.1.
The PLATFORM and the associated SERVICES are accessible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the control of LEOMED and subject to any breakdowns and interventions necessary for the proper functioning of the SERVICES.

7.3.2.
LEOMED takes all reasonable steps to ensure that the PLATFORM, which is the subject of these terms and conditions of use, is available and can be accessed by the CLIENT. In this respect, LEOMED guarantees an availability of 99% per month for the CUSTOMER'S FILES. This availability is measured by LEOMED and communicated to the CLIENT via the PROFILE. Availability is defined by LEOMED as the capacity of the PLATFORM to serve requests (APIs) from USERS on an already integrated PATIENT RECORD. It does not therefore take into account any cases where quotas are exceeded or data is incorrectly or partially integrated.

7.3.3.
However, LEOMED cannot be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect transmissions via the Internet and more generally via the communication network, regardless of the extent and duration of such disruptions.

7.3.4.
It is also specified that LEOMED may have to interrupt access to all or part of the Services for maintenance reasons, for the improvement and installation of new functions, for auditing the correct operation or in the event of a malfunction or threat of malfunction.

7.3.5. LEOMED will inform the CUSTOMER, by all means and at least 15 days in advance, of the occurrence of evolutionary maintenance operations that have an impact on the availability of the SERVICES.

7.3.6. In these cases, LEOMED will not be liable to pay any compensation or damages to the CLIENT, for any reason whatsoever.

7.4. Support
7.4.1.
LEOMED also provides the CUSTOMER with a support service available at the email address [email protected] during the following hours: 9am - 5pm.

7.5. Upgrade maintenance
7.5.1. LEOMED provides ongoing maintenance of the PLATFORM and will inform the CLIENT via its ACCOUNT or by any other means prior to the introduction of a new version of one or more SERVICES. It is reminded that the CLIENT has no right to maintain previous versions.

7.6. Security
7.6.1. LEOMED undertakes to take commercially reasonable steps to:
a) ensure the logical and physical security of its information systems;
b) minimise the risk of a security breach.

7.6.2.
In order to objectively measure the security of the PLATFORM, the CUSTOMER may have security audits of the PLATFORM carried out at its own expense, including intrusion tests, in compliance with the conditions set out in this article and within the limit of 1 audit per year:
a) the CUSTOMER must obtain LEOMED's written agreement at least 15 days before carrying out the audit;
b) the CUSTOMER undertakes to comply with the general terms and conditions of the infrastructure provider (IaaS) that hosts its DOMAIN. LEOMED will communicate the general conditions concerned on request;
c) the CUSTOMER must communicate all useful information relating to the intrusion test and in particular : The contact details of the auditor and the persons responsible for the audit, the IP addresses used to conduct the intrusion tests the tools used for the test.
d) the CUSTOMER will only be able to carry out intrusion tests using its IDENTIFIERS;
e) the audit operations must not include actions that could potentially damage the infrastructure hosting the DOMAIN nor interfere with other DOMAINS or SERVICES provided by LEOMED to other CUSTOMERS.

7.6.3.
The information obtained during the audit is CONFIDENTIAL INFORMATION.

7.6.4.
If the CLIENT uses an external auditor, the latter must commit in writing to respect the conditions set out in this article.

7.6.5.
The CLIENT undertakes to provide the audit report free of charge to LEOMED, which may present its observations to any party involved, including any administrative authority or court of law.

7.7. Data retention

7.7.1.
LEOMED respects the legal retention periods for its CUSTOMER data.

7.7.2.
Furthermore, concerning data generated in the context of the SERVICES (PATIENT RECORDS, statistics, reporting etc.) and of which the CUSTOMER is the owner, LEOMED will keep the data for a period of time.The CUSTOMER is solely responsible for making regular back-ups, by any means available to him.

7.7.3.
In the event of termination of the CONTRACT, the procedures for deleting data are detailed in Article 15.4 hereof.

ARTICLE 8. RESPONSIBILITY

8.1.
The CUSTOMER will not be able to engage the liability of LEOMED if it has previously notified LEOMED of the alleged breach by registered letter with acknowledgement of receipt and if LEOMED has not replied within thirty (30) days of receiving this notice. In any event, it is recalled that LEOMED's liability can only be sought in the event of proven fault.

8.2.
In addition, in accordance with the provisions of the GCU, which can be accessed at https:/leomed.co/terms-and-conditions, which are deemed to form an integral part of the present document, it is recalled that LEOMED declines all forms of liability in the event of
a) abnormal use or illicit exploitation of the PLATFORM;
b) use of the PLATFORM that does not comply with and is not provided for in these GTCs;
c) temporary inability to access the PLATFORM due to technical maintenance operations or interruptions linked to the nature of the Internet network that are independent of LEOMED;
d) viral attacks;
e) incomplete, non-updated or erroneous PATIENT RECORDS circulated by a CLIENT;
f) failure of a CLIENT in its relations with one or more PATIENT(S);
g) unsuitability of the SERVICES with the computer hardware and software used by the CLIENT, whose compatibility it is the CLIENT's sole responsibility to assess;

8.3.
In general, LEOMED does not guarantee that the use of the PREMIUM SERVICE will generate an increase in turnover and does not accept any liability for any indirect damage, such as, without limiting the generality of the foregoing, any financial or commercial loss, loss of profit, commercial disturbance, loss of earnings, damage to a PATIENT or a third party, or any action brought by a PATIENT or a third party against the CLIENT, as well as the consequences thereof, related to the present contract or its execution. The CUSTOMER is solely responsible for any direct or indirect, material or immaterial damage caused by himself or one of his employees to LEOMED or to third parties as a result of his use of the PLATFORM and the associated SERVICES.

8.4.
These provisions establish a distribution of risks between LEOMED and the CLIENT. The PARTIES acknowledge that the price of the SERVICES set out in the Special Conditions reflects this allocation and the limitation of liability described above.

8.5.
It is expressly agreed between the PARTIES that the provisions of this clause shall continue to apply even in the event of the resolution or termination of this Agreement by a final court decision.

ARTICLE 9. NON-SOLICITATION OF PERSONNEL

9.1.
Each of the PARTIES waives the right to employ or have employed, directly or through intermediaries, any employee of the other PARTY. This commitment is valid for the duration of the CONTRACT and for a minimum of two (2) years after its termination.

9.2.
In case of non-compliance with this provision, it is agreed between the parties that the penalty charged will be equivalent to one (1) year of the salary offered by the new employer.

9.3.
The USER acknowledges that the PLATFORM and all its components are the exclusive property of LEOMED.

9.4.
With the exception of data published by the CLIENTS, it is recalled that the brands, logos, slogans, graphics, photographs, animations, videos, software, databases and texts created, published or registered by LEOMED are the exclusive property of LEOMED and may not therefore be reproduced, used or represented without prior express authorisation, on pain of legal proceedings.

9.5.
In this respect, the USER undertakes to :
a) not to use the names reasonably attributable to LEOMED in its public, advertising or promotional campaigns without the prior written consent of LEOMED;
b) not to cause any confusion with LEOMED in its advertising campaigns and/or promotional announcements;
c) not to adapt, correct, modify or reproduce the PLATFORM and the associated SERVICES in whole or in part.

9.6.
Any representation, in whole or in part, of the PLATFORM or its components, by any means whatsoever, without the prior express authorisation of LEOMED or, as the case may be, of the CLIENTS and PATIENTS in the case of the PATIENT RECORDS disseminated by them, is prohibited and shall constitute an infringement within the meaning of the Copyright Act, R.S.C. (1985), c. C-42. 9.7. In addition, LEOMED expressly prohibits:
a) the extraction, by permanent or temporary transfer, of all or a qualitatively or quantitatively substantial part of the content of the PLATFORM(scraping), by any means and in any form whatsoever, provided that the author of this extraction is not under a LICENCE granted by LEOMED or its CLIENTS.
b) the re-use, by making available to the public or to a third party, of all or a qualitatively or quantitatively substantial part of the PLATFORM, in any form whatsoever, provided that the author of this re-use intervenes outside of a LICENCE granted by LEOMED or its CLIENTS, in particular, but without limiting the generality of the foregoing, for the purposes of analysis, algorithmic training or other processes related to data science and automatic learning.

ARTICLE 10. INTELLECTUAL PROPERTY

10.1.
Each of the PARTIES shall retain ownership of the knowledge, know-how, processes, information, technical, industrial or commercial data, supplies, software and other creations that it possessed prior to the validation of this Agreement.

10.2. Property of the CUSTOMER
10.2.1.
PATIENT RECORDS published on the PLATFORM by the CUSTOMER from his ACCOUNT remain the property of the CUSTOMER who controls their distribution and access via his PROFILE.

10.3 Property of LEOMED
10.3.1.
The CLIENT acknowledges that the PLATFORM and all its components are the exclusive property of LEOMED.

10.3.2.
With the exception of the data published by the CLIENTS, it is recalled that the brands, logos, slogans, graphics, photographs, animations, videos, software, databases and texts created, published or registered by LEOMED are the exclusive property of LEOMED and may not therefore be reproduced, used or represented without prior express authorisation, on pain of legal proceedings.

10.3.3.
In this respect, the CLIENT undertakes to :
a) not to use the names reasonably attributable to LEOMED in its public, advertising or promotional campaigns without the prior written consent of LEOMED;
b) not to create any confusion with LEOMED in its advertising campaigns and/or promotional announcements;
c) not to adapt, correct, modify or reproduce the PLATFORM and the associated SERVICES in whole or in part.

10.3.4.
Any total or partial representation of the PLATFORM or its components, by any means whatsoever, without the prior express authorisation of LEOMED or, where applicable, of the CLIENTS and PATIENTS in the case of the PATIENT RECORDS distributed by them, is prohibited and shall constitute an infringement within the meaning of the Copyright Act, R.S.C. (1985), c. C-42. 10.3.5. In addition, LEOMED expressly prohibits:
a) the extraction, by permanent or temporary transfer of all or a qualitatively or quantitatively substantial part of the content of the PLATFORM, by any means and in any form whatsoever; provided that the author of this extraction intervenes outside of a LICENSE granted by LEOMED or its CLIENTS;
b) The re-use, by making available to the public or to a third party, of all or a qualitatively or quantitatively substantial part of the PLATFORM, in any form whatsoever, provided that the author of this re-use intervenes outside of a LICENCE granted by LEOMED or its CLIENTS, in particular, but without limiting the generality of the foregoing, for the purposes of analysis, algorithmic training or other processes related to data science and automatic learning.

10.4. Ownership of CREATIONS
10.4.1.
As part of the Services, LEOMED may be required to provide intellectual creation services consisting of the design of specific CREATIONS by LEOMED's teams on behalf of the CLIENT.

10.4.2.
These CREATIONS remain the property of LEOMED, and the CUSTOMER only has the right to use these CREATIONS in accordance with the provisions of Article 4 of these Conditions. In this respect, the CUSTOMER is reminded that any exploitation by the CUSTOMER of the CREATIONS or use of the CREATIONS outside of the SERVICES will give rise to legal proceedings.

10.4.3.
Furthermore, the CREATIONS may, where applicable, be produced from documents, information, images or any other content supplied by the CUSTOMER to LEOMED. In this case, the CUSTOMER guarantees that the said content does not constitute an infringement of a third party's intellectual property rights or any form of unfair or parasitic competition. The CUSTOMER undertakes to bear all the costs of any claims directly relating to the said contents and their normal use by LEOMED under the CONTRACT, provided that the infringement does not relate to the modifications or additions made by LEOMED.

10.4.4.
In any event, it is agreed between the PARTIES that ownership of the CREATIONS may be transferred to the CUSTOMER at the latter's request after prior acceptance of a specific quote.

ARTICLE 11. PROTECTION OF PERSONAL DATA

11.1.
Each of the PARTIES guarantees the other that it will comply with the legal and regulatory obligations incumbent on it in relation to its role in the protection of personal data.

11.2. Concerning the processing carried out by LEOMED
11.2.1.
In the context of operating the PLATFORM, LEOMED may collect personal data.

11.2.2.
This data is necessary for the management of the PLATFORM and will be processed in accordance with the purposes for which it was collected.

11.2.3.
In this regard, the USER is invited to consult the Privacy Policy available at https://leomed.co/privacy-policy, which will provide further information on the protection of personal data and the processing carried out via the PLATFORM.

11.2.4.
It is recalled that the CLIENT whose personal data is processed has the right to access, rectify and object to the processing of its personal data, in accordance with the Canadian Personal Information Protection and Electronic Documents Act (" PIPEDA ") and the Quebec Act respecting the protection of personal information in the private sector (" PIPEDA "). These rights may be exercised, in accordance with the law, by simple request by e-mail to [email protected], by paper mail to the address of LEOMED's head office, providing proof of identity and a legitimate reason, when required by law.

11.3. Concerning processing carried out by the CLIENT
11.3.1.
In the event of processing of personal data implemented by the CLIENT from its PROFILE, LEOMED will have the quality of a simple technical intermediary

11.3.2.
It is therefore expressly agreed between the parties that LEOMED:
a) will not carry out any data processing operation unless instructed to do so by the CUSTOMER and always under the CUSTOMER's full and exclusive responsibility;
b) will put in place reasonable means at its disposal to ensure the security and confidentiality of the personal data entrusted to it;

ARTICLE 12. CONFIDENTIALITY

12.1.
Each PARTY agrees to use the CONFIDENTIAL INFORMATION, directly or indirectly, in whole or in part, only for the strict performance of this AGREEMENT.

12.2.
Each PARTY acknowledges in advance that any disclosure would seriously harm the interests of the disclosed PARTY. Consequently, the latter shall be entitled to take legal action against the other PARTY, any co-perpetrators or accomplices and to claim damages in the event that these undertakings have not been fulfilled, for whatever reason.

12.3.
The confidentiality obligations set out in this clause shall not apply to all or any part of the CONFIDENTIAL INFORMATION to the extent that:
a) it is or has been made public other than by any act or omission of the receiving PARTY;
b) it was lawfully held by the other PARTY prior to disclosure;
c) it has been lawfully disclosed to the receiving PARTY by a third party without restriction on disclosure;
d) it is subject to a lawful duty of disclosure by any court of competent jurisdiction, authority or administration.

12.4.
This confidentiality clause shall survive the termination of the AGREEMENT until the CONFIDENTIAL INFORMATION passes into the public domain other than through a breach by the receiving PARTY.

ARTICLE 13. FINANCIAL TERMS

13.1.
The CUSTOMER is obliged to pay the invoices net, without discount and within the deadlines set out in the Special Conditions.

13.2.
In the event that an invoice is not paid within the agreed deadlines, LEOMED reserves the right to suspend access to its SERVICES, without this suspension being considered as a termination.

13.3.
Invoices bear interest at the rate of 12.68% per annum (1% per month) as from the expiry of the deadlines set out in the Special Terms and Conditions.

13.4.
When payment conditions are agreed, such as payment in several instalments, failure to make a single payment term will render the entire debt due and payable by operation of the forfeiture of the term. It will result in the immediate suspension of the services in progress, without the payment of any compensation whatsoever.

13.5.
Any direct debit rejections will be subject to a re-invoicing by LEOMED to the CLIENT of the bank charges incurred.

13.6.
It is also recalled that termination does not release the CLIENT from its obligations, particularly financial obligations, which were established prior to termination.

ARTICLE 14. DURATION

14.1.
The CONTRACT is concluded for the duration of the commitment set out in the Special Conditions.

14.2.
Each commitment will then be automatically renewed by tacit agreement for periods of commitment identical to those subscribed to during the initial contractual period, unless terminated by either of the PARTIES thirty (30) days before the anniversary date of the said commitment.

ARTICLE 15. SUSPENSION - TERMINATION

15.1. Basis of suspension and termination

15.1.1. Suspension.
LEOMED may suspend the CONTRACT as of right, without compensation to the CLIENT, and without prior notice, in the following cases:
a) in the event of a lack of cooperation and/or disloyalty observed by LEOMED, and if there is an urgent need to put an end to the actions in question;
b) when the CLIENT's actions endanger, in any way whatsoever, the operation of the PLATFORM, the SOLUTIONS or the SERVICES;
c) in the event of a breach of the commitments entered into under the present CONTRACT 15.1.2. The CLIENT shall be informed of this decision by e-mail sent to the e-mail address registered in the ACCOUNT or by any other reasonable means of communication, without formality. 15.1.3. The suspension may be lifted within a maximum of three (3) working days of LEOMED's receipt of a communication justifying that the cause of the suspension notified to the CLIENT has been resolved and subject to LEOMED's acceptance.

15.2. Termination.
In the event of a serious breach by a PARTY of at least one of its obligations hereunder, this Agreement may be terminated by the other PARTY. It is expressly agreed that this termination shall take place as of right, ten (10) days after a formal notice to perform has been sent without effect. The formal notice, which must indicate the grievances complained of and the obligations allegedly not complied with, shall be notified by registered letter with acknowledgement of receipt or by bailiff.

15.3. Liquidation/Reorganisation.
LEOMED may also terminate the CONTRACT by operation of law in the event of the CUSTOMER's receivership or liquidation, the CUSTOMER's takeover by a third party, or the transfer of the CUSTOMER's business to a third party.

15.4. Consequences of termination

15.4.1.
Termination of the AGREEMENT will result in the immediate cessation of the rights of use granted to the CUSTOMER under this agreement. 15.4.2. Termination of the CONTRACT will result in the return to LEOMED by the CLIENT of all documents transmitted in the context of the execution of the CONTRACT. 15.4.3 In the event of unilateral termination of the CONTRACT by the CUSTOMER, when the Services as a whole have been concluded for a fixed term, the CUSTOMER will pay LEOMED a termination indemnity equal to the amounts remaining due until the end of the commitments entered into. This compensation is payable within thirty (30) days of notification by registered letter with acknowledgement of receipt of the unilateral termination. 15.4.4. The articles Intellectual Property, Confidentiality, Liability, and Personal Data will remain in force in the event of termination of the present agreement for an additional period of five (5) years, unless otherwise expressly stipulated or provided for by law or regulation.

15.5. Reversibility

15.5.1.
Within thirty (30) working days from the closure of the account, LEOMED will provide the CUSTOMER with the following items on the FTP site:
a) metadata sheets of all CUSTOMER RECORDS, in CSV format;
b) raw data loaded onto the platform (resources, attachments), in their original format;
c) resulting CUSTOMER RECORDS, in CSV format;
d) list and groups of users, as well as their associated roles, in CSV format.

15.5.2.
LEOMED will at the same time permanently delete all its elements from the PLATFORM.

ARTICLE 16. GUARANTEES

16.1.
Each PARTY undertakes and warrants to the other PARTY:
a) that it has the power and authority to enter into this AGREEMENT, and that it will secure and maintain, during the course of the relationship, all of the permissions, if any, necessary to perform its obligations;
b) that it owns, or has been granted the rights to use for the purposes of this AGREEMENT, all of the intellectual property rights necessary to perform its obligations;
c) that it will perform its obligations under this AGREEMENT in accordance with all applicable laws and with reasonable care and skill;
d) that it will not do or omit to do anything that would cause the other PARTY to violate any applicable law or regulation;
e) that it will not disparage and/or violate the reputation, dignity or privacy of the other PARTY.

16.2.
The CUSTOMER accepts that the PLATFORM and the associated SERVICES have not been developed with a view to satisfying its individual requirements. As such, the CUSTOMER is obliged to ensure that the PLATFORM and the associated SERVICES comply with its needs, requirements and constraints before signing the CONTRACT.

16.3.
LEOMED guarantees the CUSTOMER peaceful use of the PLATFORM and associated SERVICES, this guarantee being enforceable only in respect of the rights of use granted under the present contract.

ARTICLE 17. GENERAL PROVISIONS

17.1.
These General Conditions of Services do not confer on LEOMED or any of its team members the status of employee, agent, representative or representative of the CLIENT. The PARTIES further declare that these General Terms of Service shall in no way be considered as an act constituting a legal person or entity of any kind, and that any form ofaffectio societatis is formally excluded from their relationship.

17.2.
No indication, no document may create obligations not included in these General Terms of Service, unless they have been the subject of a new agreement between the PARTIES.

17.3.
The fact that one of the PARTIES has not demanded the application of any clause of the present General Terms of Services, either permanently or temporarily, shall not be considered as a waiver of the said clause.

17.4.
By express agreement, the signing of the CONTRACT entails the acceptance as proof of the electronic communications (e-mails, notifications on the PLATFORM, etc.) exchanged between the PARTIES. The printout of such electronic communications shall be deemed to be an original writing and shall be deemed authentic between the PARTIES.

17.5.
In case of difficulty of interpretation between any of the headings at the beginning of the clauses and any of the clauses, the headings shall be declared non-existent.

17.6.
If any of the provisions of these terms and conditions should be null and void with regard to a legislative or regulatory provision in force and/or a court decision that has the force of res judicata, it shall be deemed not to have been written, but shall in no way affect the validity of the other terms and conditions, which shall remain fully applicable.

ARTICLE 18. APPLICABLE LAW & CHOICE OF COURT

18.1.
Any controversy or claim arising out of or relating to this AGREEMENT or the breach thereof shall be brought before the court of the district of Montreal having the requisite subject matter jurisdiction under the laws applicable in the province of Quebec.