Last updated May 7, 2026
1. Agreement
This Agreement set out the terms and conditions upon which ResolvMD is prepared to provide the Services to CUSTOMER and it shall govern to the entire exclusion of all other terms or conditions or agreements between the Parties. If any of the Services were performed by ResolvMD prior to the Effective Date, the provisions of this Agreement shall apply to such Services.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THE AGREEMENT, INCLUDING THESE TERMS AND ANY APPLICABLE EXECUTION PAGE, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND RESOLVMD. THE AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE SERVICES. BY EXECUTING THE AGREEMENT, OR OTHERWISE USING OR ACCESSING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, AS MAY BE REVISED FROM TIME TO TIME.
IF CUSTOMER DOES NOT ACCEPT THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES. IF CUSTOMER IS DISSATISFIED WITH THE SERVICES, THESE TERMS AND CONDITIONS, OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, AND ALL SERVICES IN RELATION THERETO. IF CUSTOMER IS USING THE SERVICES ON BEHALF OF AN ORGANIZATION, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND THAT ORGANIZATION TO THE AGREEMENT, IN WHICH CASE “SUBSCRIBER” WILL REFER TO SUCH ORGANIZATION. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THE AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ANY APPLICABLE EXECUTION PAGE FOR THE SERVICES AND SPECIFICALLY STATES THAT THESE TERMS ARE NOT APPLICABLE, SUCH FULLY EXECUTED AGREEMENT, AND THE TERMS AND CONDITIONS CONTAINED THEREIN, SHALL SUPERSEDE THESE TERMS AND CONDITIONS.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ResolvMD and CUSTOMER agree to the following terms and conditions:
2. Interpretation
In this Agreement:
(a)
references to “hereunder”, “herein”, “hereby” and “hereof” refer to the provisions of this Agreement and, unless otherwise stated, not to any particular Article, Section, Subsection, Schedule or other portion of this Agreement;
(b)
references to “including”, “include” or any similar expressions on inclusion shall be construed as illustrative and shall not limit the sense of the words preceding them;
(c)
unless the context otherwise requires, references to Articles, Sections, Subsections and Schedules herein refer to articles, sections, subsections or schedules of this Agreement;
(d)
headings of the Articles, Sections, Subsections and Schedules herein are inserted for convenience of reference only and are not intended as complete or accurate descriptions of the content of such Articles, Sections, Subsections and Schedules nor shall they be used in any way in construing or interpreting any provision hereof;
(e)
words importing the singular shall include the plural and vice versa and words importing gender shall include the masculine, feminine and neuter genders, as the context requires;
(f)
where a word or phrase is defined herein, a capitalized derivative of such word or phrase shall have a corresponding meaning unless the context otherwise requires;
(g)
when calculating the period of time within which or following which any act is to be done pursuant to this Agreement, the date which is the reference day in calculating such period shall be excluded and the day upon which such act is to be done shall be included and, if the last day of such period is not a Business Day, the period in question shall end on the next Business Day;
(h)
any references to time shall be based on Mountain Time;
(i)
any reference to a statute shall include and shall be deemed to be a reference to such statute and the regulations made pursuant thereto, and all amendments made thereto and in force and effect from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding and replacing the statue so referred to or the regulations made pursuant thereto; and
(j)
unless otherwise indicated herein, all dollar amounts referred to in this Agreement are in Canadian currency.
3. Engagement
3.1
Services. On the terms and conditions set out in this Agreement, ResolvMD shall provide to the CUSTOMER:
(a)
the Onboarding Services;
(b)
the Billing Administrative Services;
(c)
the Storage Services; and
(d)
the Analytics Services,
(collectively, the “Services”) for an indefinite period commencing on the Effective Date and ending when this Agreement is terminated pursuant to Section 16 (the “Term”).
3.2
Not Medical or Professional Services. CUSTOMER acknowledges and agrees that ResolvMD has no responsibility whatsoever for the conduct of CUSTOMER’s business as a Healthcare Practitioner, except as otherwise expressly set out in this Agreement, or for patient care. CUSTOMER acknowledges and agrees that any use of or reliance on the Services or any support provided by ResolvMD in connection with the Services does not diminish CUSTOMER’s responsibility for patient care. ResolvMD requires that CUSTOMER exercise independent clinical judgment in the delivery of patient care and retains professional and administrative responsibility for patient care. Any information provided by ResolvMD, including information provided by the Platform or otherwise through the Services, is for informational and administrative purposes only. Such information is not intended to be, and is not a substitute for, professional advice in a medical, legal, regulatory, financial or accounting capacity, or otherwise.
4. Services
4.1
Onboarding Services
Commencing on the Effective Date, ResolvMD shall assist CUSTOMER with entering into or updating, as the case may be, a Business Arrangement with the applicable Provincial Health Regulator, which lists ResolvMD as CUSTOMER’s Accredited Submitter (the “Onboarding Services”).
4.2
Billing Administrative Services
Once the Onboarding Services have been completed, during the Term:
(a)
ResolvMD shall, at such times agreed upon by ResolvMD and CUSTOMER, each acting reasonably, collect, either via the Provincial Clinical Information System or by secure email, all charts and records of the Patients together with all other information necessary to prepare and issue claims and invoices, as applicable, for services rendered by CUSTOMER, including, without limitation, the billable service/procedure codes and/or modifier codes relating thereto;
(b)
upon receipt of such information, ResolvMD will prepare and submit claims or invoices, as the case may be, for services rendered CUSTOMER (collectively, the “Health Claims”, and each individually, a “Health Claim”) to any applicable Governmental Authorities, to the Worker’s Compensation Board, Blue Cross, the applicable Person prescribed by the Medical Reciprocal Program, to the Patients or to any other third party payors, as applicable (each, a “Payor”); and
(c)
in respect of any Health Claims that are disputed by a Payor (the “Disputed Claims”), ResolvMD will use reasonable efforts to: (1) investigate any inquiries of the Payor in respect of the Disputed Claims, and (2) promptly respond to such inquiries in accordance with the instructions received from CUSTOMER.
(collectively, the “Billing Administrative Services”).
4.3
Storage Services
If, at any time during the Term, CUSTOMER wishes to engage ResolvMD to store, physically or electronically, the Customer Data in accordance with all Applicable Laws (the “Storage Services”), then:
(a)
CUSTOMER shall give written notice to ResolvMD requesting the Storage Services (the “Storage Services Request Notice”); and
(b)
upon receipt of a Storage Services Request Notice, ResolvMD shall, on the first day of the next month following the receipt of the Storage Services Request Notice or such other day agreed on by ResolvMD and CUSTOMER (the “Storage Services Start Date”), commence providing the Storage Services (which, for greater certainty, only applies to the Customer Data collected commencing on the Storage Services Start Date).
4.4
Analytics Services
(a)
ResolvMD will provide CUSTOMER with access to the ResolvMD physician portal (the “Platform”) which contains information pertaining to the CUSTOMER’s practice, benchmarks, reconciliation status and other information as determined by ResolvMD (the “Analytics Services”). The Platform will be the sole and exclusive domain for CUSTOMER information and ResolvMD will no longer distribute PDF or written reports.
(b)
FOR THE PURPOSES OF PROVIDING THE ANALYTICS SERVICES, AND AS FURTHER SET OUT IN SECTION 12, CUSTOMER EXPRESSLY PERMITS RESOLVMD TO USE CUSTOMER DATA TO CREATE AND FORM PART OF THE ANONYMIZED DATA AND TO COMPARE OR ANALYZE THE CUSTOMER DATA AGAINST THE ANONYMIZED DATA.
4.5
Modifications. ResolvMD reserves the right, in its sole discretion, to make any changes to the Platform or the Services, including any features or functionality thereof, that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Platform or the Services; or (ii) the efficiency or performance of the Platform or the Services; or (b) to comply with Applicable Laws or any order, guidance or requirement of a Governmental Authority. ResolvMD will use commercially reasonable efforts to notify CUSTOMER of any material changes to the Platform or the Services, other than those which enhance or extend any features or functionality of the Platform or the Services. ResolvMD is not obligated to customize, modify, or adapt the Platform or the Services to meet CUSTOMER’s specific requirements unless expressly agreed to in writing by the parties.
5. Customer Responsibilities
5.1
Responsibilities. During the Term, CUSTOMER:
(a)
shall at all times, have or be part of a Business Arrangement with the applicable Governmental Authority which lists ResolvMD as the CUSTOMER’s Accredited Submitter;
(b)
shall provide, or cause to be provided, ResolvMD with CUSTOMER’s Business Arrangement Number;
(c)
shall provide, or cause to be provided, to ResolvMD with evidence of any consents, approvals or authorizations of any Governmental Authority or other third party including, for greater certainty, any patients of CUSTOMER (the “Patients”), that are required to authorize ResolvMD to provide the Services, which includes, without limitation, collecting, processing, disclosing and using Customer Data, including Personal Information, in accordance with this Agreement and the ResolvMD Privacy Policy;
(d)
shall, if and when available, authorize the applicable Provincial Clinical Information System to send Health Claims and other relevant Customer Data directly from the applicable Governmental Authority to ResolvMD;
(e)
shall, if and when requested and required for payment of Fees, provide ResolvMD with any information reasonably required for payment by CUSTOMER of the Fees and Taxes;
(f)
represents and warrants that all information received by ResolvMD from the CUSTOMER via secure email, the applicable Provincial Clinical Information System, courier or any other means, is continuously, during the Term, true, complete and accurate in all respects; and
(g)
shall promptly provide ResolvMD with any additional information that ResolvMD requests, that is necessary or desirable, as determined by ResolvMD in its sole reasonable discretion, to provide the Services.
5.2
Use Restrictions. CUSTOMER shall not, and shall not permit any Authorized User or third party to, use the Platform or the Services for any purposes beyond the scope of the access and use expressly granted by ResolvMD to CUSTOMER in this Agreement. Without limiting the foregoing, CUSTOMER shall not at any time, directly or indirectly, and shall not permit any Authorized User to: (a) copy, modify, or create derivative works of the Services or the Platform, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or the Platform; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the Platform or any other software component of the Services, including the source code thereof, in whole or in part; (d) remove any proprietary notices from the Platform or the Services; (e) make the Platform or the Services available to any person not authorized by ResolvMD; (f) access or use the Services or the Platform: (i) in order to build a competitive solution or to assist a third-party to build a competitive solution, or (ii) to load test the Services or the Platform in order to test scalability or exceed the usage limits; (g) use the Platform or the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any Applicable Laws; (h) incorporate, frame or mirror the Platform or the Services or any portion thereof into any other materials, products, or services, except as otherwise permitted under this Agreement; (i) transmit through the Services unlawful, immoral, libelous, tortious, infringing, defamatory, false, threatening, vulgar, or obscene material or material harmful to minors, or send spam or any other form of duplicative and unsolicited messages through the Services; (j) transmit any malware or viruses to or through the Services; (k) intentionally or knowingly interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (l) probe, scan or test the vulnerability of the Services or the Platform, or breach the security or authentication measures of the Services or the Platform.
5.3
Authorized Users. If ResolvMD authorizes any person, including employees or contractors (“Authorized Users”), to access the ResolvMD Platform or Services on CUSTOMER’s behalf, then CUSTOMER shall be responsible and liable for any use of the Platform or Services by its Authorized Users. All use of the Platform or Services by Authorized Users must be done in accordance with the terms of this Agreement. Without limiting generality of the foregoing, CUSTOMER is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by CUSTOMER will be deemed a breach of this Agreement by CUSTOMER. Where CUSTOMER has Authorized Users, any reference to use or access to the Platform and Services “CUSTOMER” under this Agreement shall be interpreted to include use or access to the Platform and Services by CUSTOMER and its Authorized Users.
6. Fees
6.1
Fees. CUSTOMER agrees to pay the applicable fees and taxes relating thereto for the Services, as set out in Fee Schedule attached to an applicable Execution Page (the “Fees and Taxes”).
6.2
Changes to Fees. CUSTOMER acknowledges that ResolvMD may, at its sole discretion, revise the Fee Schedule or increase the fee component of the Fees and Taxes at any time by providing at least thirty (30) days advance written notice to CUSTOMER prior to such revised Fee Schedule or increased fees coming into effect.
7. Third Party Materials
To provide the Services, the Parties acknowledge and agree that: (i) ResolvMD uses and relies on certain products and services provided by third parties including, as the date hereof, (A) Amazon RDS and Amazon S3, and (B) Provincial Clinical Information Systems (collectively, “Third-Party Materials”); (ii) ResolvMD does not and cannot exert control over such third parties and their products and services; and (iii) changes, discontinuance, loss, or unavailability of, any applicable Third-Party Materials relating to the Services may impact and/or diminish the availability of the Platform or the Services. ResolvMD shall not be responsible nor liable for any Claims that may be asserted or brought against, or suffered by, any person for or in respect of, or relating to any Third-Party Materials.
8. Representations and Warranties
8.1
ResolvMD Reps & Warranties. ResolvMD represents and warrants to CUSTOMER that, as at the date hereof and continuously throughout the Term:
(a)
ResolvMD is a corporation duly incorporated and organized and validly existing under the federal laws of Canada, and is duly registered and authorized to carry on business in its jurisdiction;
(b)
ResolvMD has the requisite corporate power, capacity and authority to enter into this Agreement and to perform the obligations to which it hereby is subject to;
(c)
this Agreement has been agreed to and constitutes a legal, valid and binding obligation of ResolvMD, enforceable against ResolvMD in accordance with its terms and conditions, subject to the qualification that such enforceability may be subject to (1) bankruptcy, winding up, insolvency, fraudulent preference, reorganization or other laws affecting creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law); and
(d)
except otherwise agreed upon by the parties, all Personal Information shall be stored and processed in Canada.
8.2
Customer Reps & Warranties. CUSTOMER represents and warrants to ResolvMD that, as at the date hereof and continuously throughout the Term:
(a)
if CUSTOMER is a corporation, partnership or trust, CUSTOMER is duly incorporated or formed, as applicable, and organized and validly existing under the laws of the jurisdiction of its incorporation or formation, as applicable, and is duly registered and authorized to carry on business as required in its jurisdiction of incorporation or formation, as applicable, and as further required by Applicable Laws;
(b)
CUSTOMER has the requisite power, capacity and authority to enter into this Agreement and to perform the obligations to which it hereby is subject to;
(c)
this Agreement has been agreed to by CUSTOMER and constitutes a legal, valid and binding obligation of CUSTOMER, enforceable against CUSTOMER in accordance with its terms and conditions, subject to the qualification that such enforceability may be subject to (1) bankruptcy, winding up, insolvency, fraudulent preference, reorganization or other laws affecting creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law); and
(d)
neither the entering into this Agreement by CUSTOMER nor the performance of its obligations under this Agreement: (i) conflict with or violate any Applicable Laws, including any Health Privacy Laws, Privacy Laws or their respective regulations, or any rules, guidelines or codes of conduct applicable to CUSTOMER by the Governmental Authority that regulates CUSTOMER’s services; or (ii) require the consent, approval or authorization of any Governmental Authority or other third party including, for greater certainty, its Patients, which has not been obtained by CUSTOMER.
(e)
CUSTOMER is a Healthcare Practitioner that is duly registered and in good standing with the applicable Governmental Authority that regulates its services as a Healthcare Practitioner, and will promptly provide ResolvMD with written notice of any loss or changes to such registration or its good standing with, in each case, such applicable Governmental Authority.
(f)
CUSTOMER, at all times during the Term, maintains and has active Canadian Medical Protective Association or other professional liability insurance coverage, as the case may be, appropriate to the scope of practice of CUSTOMER’s services as a Healthcare Practitioner.
9. Indemnities
9.1
ResolvMD Indemnity. ResolvMD shall indemnify, defend and hold harmless CUSTOMER from and against all actions, injury, claims, liabilities, loss, damages, demands, penalties, fines, expenses (including reasonable client-solicitor legal expenses), costs, obligations and causes of action of every kind and nature whatsoever brought by a third party (“Claims”), that may be asserted or brought against, or suffered or incurred by, CUSTOMER for or in respect of, or arising in any way whatsoever, from any claim that the ResolvMD Property, or any use thereof by CUSTOMER as permitted under this Agreement, infringes, misappropriates or otherwise violates any Canadian intellectual property rights of such third party, provided that if such a claim is made or appears possible, CUSTOMER agrees to permit ResolvMD, at its sole discretion, to: (a) modify or replace the infringing ResolvMD Property, or component or part thereof, to make it non-infringing; (b) obtain the right for CUSTOMER to continue use; or (c) terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to CUSTOMER, and refund any pro-rated amounts paid by CUSTOMER in relation to use of the affected component or part.
9.2
Customer Indemnity. CUSTOMER shall be liable for and indemnify, defend and hold harmless ResolvMD and its directors, officers, employees and other representative (collectively, the “ResolvMD Indemnified Parties”) from and against all Claims, that may be asserted or brought against, or suffered or incurred by, any of the ResolvMD Indemnified Parties for or in respect of, or arising in any way whatsoever, from:
(a)
any misrepresentation or breach of any representation or warranty made by CUSTOMER in this Agreement; or
(b)
any non-performance or breach of any covenant of CUSTOMER in this Agreement.
9.3
Provisions Relating to Indemnity Claims. The following provisions shall apply to any claim by a Party for indemnification by any of the other Parties pursuant to this Agreement (hereinafter, in this Section 9.3, the Party making a claim for indemnification shall be referred to as the “Indemnified Party”, the Party or Parties against whom the claim for indemnification is made shall be referred to as the “Indemnifying Party” and the claim for indemnity shall be referred to as the “Indemnity Claim”):
(a)
promptly after becoming aware of any matter that may give rise to an Indemnity Claim, the Indemnified Party shall provide to the Indemnifying Party written notice of the Indemnity Claim specifying (to the extent that information is available) the factual basis for the Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, an estimate of the amount of the Indemnity Claim, if an estimate is feasible in the circumstances;
(b)
if an Indemnity Claim relates to an alleged liability to any other Person (hereinafter in this Section 9.3(b) called a “Third Party Liability”), which is of such a nature that the Indemnified Party is required by applicable laws to make a payment to a third party before the relevant procedure for challenging the existence or quantum of the alleged liability can be implemented or completed, then the Indemnified Party may, notwithstanding 9.3(b) and 9.3(c), make such payment and forthwith demand reimbursement for such payment from the Indemnifying Party in accordance with this Agreement; provided that if the alleged liability to the third party as finally determined upon completion of settlement negotiations or related legal proceedings is less than the amount that is paid by the Indemnifying Party in respect of the related Indemnity Claim, then the Indemnified Party shall forthwith, following the final determination, pay to the Indemnifying Party the amount by which the amount of the liability as finally determined is less than the amount which was so paid by the Indemnifying Party;
(c)
the Indemnified Party shall not negotiate, settle, compromise or pay (except in the case of payment of a judgment) any Third Party Liability as to which it proposes to assert an Indemnity Claim, except with the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless there is a reasonable possibility that such Third Party Liability may materially and adversely affect the Indemnified Party, in which case the Indemnified Party shall have the right, after notifying the Indemnifying Party, to negotiate, settle, compromise or pay such Third Party Liability without prejudice to its rights of indemnification hereunder;
(d)
with respect to any Third Party Liability, provided the Indemnifying Party first admits the Indemnified Party’s right to indemnification for the amount of such Third Party Liability which may at any time be determined or settled, then in any legal, administrative or other proceedings in connection with the matters forming the basis of the Third Party Liability, the following procedures shall apply: (A) except as contemplated by subparagraph (B) below, the Indemnifying Party shall have the right to assume, at its own cost, carriage of the compromise or settlement of the Third Party Liability and the conduct of any related legal, administrative or other proceedings, but the Indemnified Party shall have the right and shall be given the opportunity to participate in the defence of the Third Party Liability, to consult with the Indemnifying Party in the settlement of the Third Party Liability and the conduct of related legal, administrative and other proceedings (including consultation with counsel) and to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifying Party and the Indemnified Party shall promptly be retained by the Indemnifying Party; (B) the Indemnifying Party shall cooperate with the Indemnified Party in relation to the Third Party Liability, shall keep the Indemnified Party fully advised with respect thereto, shall provide the Indemnified Party with copies of all relevant documentation as it becomes available, shall provide the Indemnified Party with access to all records and files relating to the defence of the Third Party Liability and shall meet with representatives of the Indemnified Party at all reasonable times to discuss the Third Party Liability; and (C) notwithstanding subparagraphs (A) and (B), the Indemnifying Party shall not settle the Third Party Liability or conduct any legal, administrative or other proceedings in any manner that could, in the reasonable opinion of the Indemnified Party, have a material adverse effect on the Indemnified Party; and
(e)
if, with respect to any Third Party Liability, the Indemnifying Party declines to assume carriage of the settlement or of any legal, administrative or other proceedings relating to the Third Party Liability, then the following provisions shall apply:
(i)
the Indemnified Party, at its discretion, may assume carriage of the settlement or of any legal, administrative or other proceedings relating to the Third Party Liability and may defend or settle the Third Party Liability on such terms as the Indemnified Party, acting in good faith, considers advisable; and
(ii)
any cost, loss, damage or expense incurred or suffered by the Indemnified Party in the settlement of such Third Party Liability or the conduct of any legal, administrative or other proceedings shall be added to the amount of the Indemnity Claim.
10. Disclaimers, Billing Errors and Limitations of Liability
10.1
Disclaimers
(a)
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND RESOLVMD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY REVOLVMD. RESOLVMD SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RESOLVMD MAKES NO REPRESENTATIONS OR WARRANTY OF ANY KIND THAT THE SERVICES OR RESULTS OF THE USE THEREOF, OR ANY THIRD-PARTY MATERIALS, WILL (A) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM, OR SERVICES NOT PROVIDED BY RESOLVD; OR (E) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(b)
WITHOUT LIMITING THE FOREGOING, RESOLVMD MAKES NO REPRESENTATION OR WARRANTY THAT ANY CLAIM SUBMITTED THROUGH PLATFORM OR THE SERVICES WILL BE ACCEPTED, PROCESSED, PAID, OR RECOVERED BY A PAYOR, AND USE OF THE SERVICES DOES NOT CONSTITUTE A REPRESENTATION THAT ANY CLAIM IS VALID, COMPLIANT, OR PAYABLE.
10.2
Billing Errors.
(a)
CUSTOMER SHALL NOTIFY RESOLVMD IN WRITING OF ANY SUSPECTED BILLING ERROR WITHIN SIXTY (60) DAYS OF THE SERVICE DATE OF THE RELEVANT CLAIM SUBMISSION. SUCH NOTICE REQUIREMENT IS INTENDED TO PRESERVE THE ABILITY TO SEEK CORRECTION WITHIN APPLICABLE PAYOR RESUBMISSION TIMEFRAMES. FAILURE TO PROVIDE TIMELY NOTICE MAY LIMIT OR EXTINGUISH RESOLVMD’S ABILITY TO SEEK CORRECTION AND SHALL REDUCE RESOLVMD’S LIABILITY ACCORDINGLY. ANY ERRORS REPORTED OUTSIDE SUCH PERIOD WILL BE ADDRESSED BY RESOLVMD ON A COMMERCIALLY REASONABLE BASIS THROUGH AN AVAILABLE EXEMPTION OR RECONSIDERATION PROCESS, WITHOUT GUARANTEE OF RECOVERY OR CREATING ADDITIONAL LIABILITY FOR RESOLVMD. NOTWITHSTANDING THE FOREGOING, NO LOSS SHALL BE DEEMED TO HAVE OCCURRED, AND RESOLVMD SHALL INCUR NO LIABILITY, WHERE A BILLING ERROR IS IDENTIFIED WITHIN SUCH PERIOD AND IS CORRECTED BY RESOLVMD, RESULTING IN PAYMENT OF THE APPLICABLE CLAIM.
(b)
WHERE RESOLVMD IS FOUND LIABLE FOR A BILLING ERROR SOLELY ATTRIBUTABLE TO THE SERVICES THAT HAS NOT BEEN OR CANNOT BE CORRECTED BY RESOLVMD, AND ONLY TO THE EXTENT THAT SUCH ERROR RESULTS IN A FINAL, NON-RECOVERABLE LOSS AFTER COMMERCIALLY REASONABLE EFFORTS TO CORRECT SUCH AN ERROR, SUCH LIABILITY SHALL BE LIMITED TO THE ACTUAL CALCULATED LOSS DIRECTLY ATTRIBUTABLE TO THE ERROR, BEING THE NET DIFFERENCE BETWEEN THE AMOUNT THAT THE APPLICABLE PAYOR WOULD HAVE PAID HAD THE CLAIM BEEN SUBMITTED CORRECTLY AND THE AMOUNT ACTUALLY RECEIVED BY THE CUSTOMER. RESOLVMD’S AGGREGATE LIABILITY FOR ALL SUCH BILLING ERRORS SHALL BE CAPPED AT THE LESSER OF: (I) THE TOTAL FEES PAID TO RESOLVMD BY CUSTOMER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE BILLING ERROR; OR (II) CAD $2,500.
(c)
ANY REMEDY PROVIDED PURSUANT TO THIS SECTION 10.2 IS SUBJECT TO THE FOLLOWING CONDITIONS: (I) THE BILLING ERROR MUST BE SOLELY ATTRIBUTABLE TO RESOLVMD AND NOT TO ANY INFORMATION, INSTRUCTION, OR DATA PROVIDED BY CUSTOMER OR ANY PHYSICIAN; (II) CUSTOMER HAS COMPLIED WITH THE NOTICE REQUIREMENTS SET OUT ABOVE; (III) CUSTOMER COOPERATES FULLY WITH RESOLVMD’S INVESTIGATION AND CORRECTION EFFORTS; AND (IV) ANY REMEDY SHALL BE APPLIED SOLELY AS A FUTURE ACCOUNT CREDIT, WHICH SHALL BE NON‑TRANSFERABLE, NON‑REFUNDABLE, NOT CONVERTIBLE TO CASH, AND FORFEITED UPON TERMINATION OR EXPIRY OF THIS AGREEMENT.
10.3
Limitations of Liability
(a)
RESOLVMD SHALL NOT, UNDER ANY CIRCUMSTANCES, INCLUDING AS A RESULT OF ANY BILLING ERRORS, BE LIABLE UNDER THIS AGREEMENT TO THE CUSTOMER FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR RELATED TO, ANY MISREPRESENTATION, BREACH OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY OTHER CAUSE OF ACTION RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY CLAIM IN NEGLIGENCE, TORT, UNJUST ENRICHMENT OR ANY OTHER CAUSE OF ACTION REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER THE CUSTOMER WAS OR WAS NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM WAS BASED, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, LOSS OF PROFITS, LOST BILLINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, OR COSTS OF SUBSTITUTE SERVICES ARISING FROM ANY BILLING ERROR OR USE OF THE SERVICES.
(b)
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT AND FOR ANY CLAIM THAT IS NOT COVERED BY SECTION 10.2(B), IN NO EVENT SHALL RESOLVMD’S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID UNDER THIS AGREEMENT FOR THE 6 MONTHS PRIOR TO THE DATE OF THE BREACH.
(c)
RESOLVMD SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION BY ANY THIRD PARTY.
10.4
Suspension. Notwithstanding anything to the contrary in the Agreement, ResolvMD may temporarily suspend CUSTOMER or any Authorized User’s access to the Platform or any portion or all of the Services where ResolvMD reasonably determines that: (a) there is a threat or attack on any ResolvMD Property; (b) CUSTOMER’s or any Authorized User’s use or misuse of the Services violates the terms and conditions set out herein or disrupts or poses a security risk to ResolvMD, CUSTOMER, or to any other customer or vendor of ResolvMD, (c) CUSTOMER or an Authorized User is using ResolvMD Property for fraudulent or illegal activities; (d) ResolvMD’s provision of the Services to CUSTOMER or any Authorized User is prohibited by Applicable Laws; (e) a vendor of ResolvMD has suspended or terminated ResolvMD’s access to or use of any third-party services or products required to enable CUSTOMER to access the Platform or the Services; or (f) CUSTOMER has failed to make a payment of Fees and Taxes in accordance with the payment terms set out in the Fee Schedule attached to an applicable Execution Page (any such suspension described in the foregoing is hereinafter referred to as a “Service Suspension”). ResolvMD shall use commercially reasonable efforts to provide written notice of any Service Suspension to CUSTOMER and updates regarding resumption of access to the Services following any Service Suspension. ResolvMD shall use commercially reasonable efforts to resume provision of access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. ResolvMD will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that CUSTOMER may incur as a result of a Service Suspension, unless such Service Suspension is solely a result of the gross negligence or willful misconduct of ResolvMD.
10.5
Remedies. With the exception of Claims based on fraud, willful misconduct or intentional misrepresentation, the remedies set forth in this Agreement are the sole and exclusive remedies for any Claims in respect of, or arising in any way whatsoever from, this Agreement. The disclaimer and limitation of liability provisions set forth in this Section 10 will apply even if CUSTOMER’s remedies under this Agreement fail of their essential purpose.
11. Intellectual Property Rights
11.1
Ownership. All right, title, and interest in and to the ResolvMD Property, anything developed or delivered by ResolvMD under the Agreement, and any Modifications to the foregoing, including all Intellectual Property Rights therein, are and will, in each case, remain with ResolvMD, and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. No rights are granted to the CUSTOMER other than as expressly set forth in the Agreement.
11.2
License. During the Term and subject to and conditioned on the CUSTOMER’s payment of the Fees and Taxes and compliance with the provisions of this Agreement, ResolvMD hereby grants to CUSTOMER: (a) a non-exclusive, non-transferable, non-assignable, non-sublicensable, fully paid-up, royalty-free, limited, revocable right to access and use, and (if applicable) install the Platform exclusively for CUSTOMER’s use of and access to the Services.
11.3
Feedback. The CUSTOMER grants to ResolvMD, its affiliates, and their respective licensees, successors, and assigns, an exclusive, worldwide, perpetual, irrevocable, free, fully paid-up, transferable, and sublicensable right and licence to use and incorporate into the ResolvMD Property, and any business, products, or services of ResolvMD, any suggestion, enhancement, request, recommendation, correction, or other feedback (the “Feedback”) provided by the CUSTOMER relating to the ResolvMD Property or the business, products, or services of ResolvMD or its affiliates, provided that such Feedback shall not in any way identify CUSTOMER.
11.4
Reservation of Rights. All rights not expressly granted by ResolvMD to the CUSTOMER herein are strictly reserved by ResolvMD. Nothing in the Agreement grants any right, title, or interest in or to (including any licence under) any Intellectual Property Rights in or relating to any ResolvMD Property or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the ResolvMD Property and the Third-Party Materials are and will remain with ResolvMD and the respective rights holders in the Third-Party Materials.
12. Data
12.1
Ownership. All data collected by the CUSTOMER together with all information and data collected or sent, as the case may be, to ResolvMD by CUSTOMER (“Customer Data”) is and shall be owned by CUSTOMER.
12.2
Customer Data License. During the Term, CUSTOMER hereby grants ResolvMD and its third-party service providers a non-exclusive, world-wide, fully paid, royalty-free, irrevocable license and right to collect, access, use, process, save, store, copy, disclose, distribute, transfer and otherwise handle the Customer Data for the purpose of (i) ResolvMD and its third-party service providers performing the obligations and exercising the rights of ResolvMD under this Agreement, (ii) ResolvMD developing, creating, inventing, authoring and/or commercializing new products and services and the intellectual property relating thereto, (iii) ResolvMD and its third-party service providers complying with Applicable Laws and for any other purposes expressly permitted in writing by CUSTOMER, and (iv) creating and deriving Anonymized Data (as hereinafter defined).
12.3
Anonymized Data Use. CUSTOMER hereby acknowledges and agrees that ResolvMD may: (a) collect and process Customer Data that is aggregated and de-identified with information and data collected or sent, as the case may be, to ResolvMD by any other Persons including Persons that have or had a Business Arrangement which identifies or identified, as applicable, ResolvMD as the Accredited Submitter and is used to create derivative data, which does not include any Personal Information and, for greater certainty, cannot be used to readily ascertain the subject of the information, and does not identify any patients, health care providers or any other individuals (“Anonymized Data”); (b) analyze the Anonymized Data and create derivative works therefrom and store, copy, use, disclose, sell, assign, transfer, convey and sublicense such derivative works for ResolvMD’s internal and commercial purposes; (c) use the Anonymized Data to develop, optimize, benchmark, or measure the Platform or the Services; and (d) use the Anonymized Data to develop, train, and improve artificial intelligence/machine learning models, algorithms, tools, systems and technologies; provided that such Anonymized Data shall in no way include any Personal Information in identifiable form and shall in no way identify CUSTOMER or any specific patient or other individual.
13. Personal Information
(a)
CUSTOMER hereby represents and warrants that, in respect of any and all Personal Information that forms part of the Customer Data or is otherwise provided by CUSTOMER to ResolvMD in connection with this Agreement, CUSTOMER has the right, authority and, if required, consent of each individual to which such Personal Information relates, to permit ResolvMD to collect, disclose and use such Personal Information in accordance with this Agreement and the ResolvMD Privacy Policy. Except as otherwise set out in this Agreement, ResolvMD has no obligation to monitor any Customer Data or Personal Information incorporated therein.
(b)
ResolvMD shall provide the Services in adherence with applicable Privacy Laws and Health Privacy Laws, and shall process any Personal Information received through the Platform and the Services in accordance with the ResolvMD Privacy, as amended from time to time.
14. Security
During the Term, to protect the Customer Data against loss or theft, unauthorized access, disclosure, copying, use or modification, ResolvMD will maintain and enforce an information security program as set out in ResolvMD’s Data Security Policy found at Data Security Policy, as may be amended from time to time without the consent of CUSTOMER (the “Data Security Policy”). Each time the Data Security Policy is amended, ResolvMD will provide CUSTOMER with notice of, and access to, each such amended form of the Data Security Policy.
15. Confidentiality
15.1
Key Definitions
(a)
“Confidential Information” means:
(i)
in respect of CUSTOMER, all Customer Data and the terms and conditions of this Agreement, but not including the existence of this Agreement and not including any of the following: (1) information that is or becomes publicly available other than as a result of a breach of this Section 15 by ResolvMD; (2) information that was, at the time of disclosure, already in the possession of or available to ResolvMD without violating any obligations under this Agreement or any other agreement ResolvMD may have with any Person; or (3) information that ResolvMD can show was made available to or received by ResolvMD from any Person who is not bound by an existing obligation of confidence; and
(ii)
in respect of ResolvMD, all information disclosed, directly or indirectly, to CUSTOMER by, or on behalf of, ResolvMD, or otherwise made known to it during the Term, including the terms and conditions of this Agreement, but not including the existence of this Agreement and not including any of the following: (1) information that is or becomes publicly available other than as a result of a breach of this Section 15 by CUSTOMER; (2) information that was, at the time of disclosure, already in the possession of or available to CUSTOMER without violating any obligations under this Agreement or any other agreement CUSTOMER may have with any Person; or (3) information that CUSTOMER can show was made available to or received by CUSTOMER from any Person who is not bound by an existing obligation of confidence.
(b)
During the Term, each Party (a “Disclosing Party”) may disclose or make available Confidential Information to the other Party (the “Receiving Party”).
15.2
Treatment of Confidential Information. At all times, both during and after the Term, the Receiving Party will:
(a)
keep in strictest confidence and trust all Confidential Information of the Disclosing Party;
(b)
not disclose or use, directly or indirectly, in any manner whatsoever, any Confidential Information to any person without the express written consent of the Disclosing Party, except:
(i)
to perform its obligations or exercise its rights under this Agreement; and
(ii)
pursuant to any Applicable Law or regulation, or to any Governmental Authority having jurisdiction, but only in accordance with Section 15.3; and
(c)
use all reasonable and prudent efforts to protect and safeguard the Confidential Information of the Disclosing Party from loss or theft, unauthorized access, disclosure, copying, use or modification, provided that such reasonable and prudent efforts shall at least meet the same standard of care as the Disclosing Party uses to protect and safeguard its own Confidential Information.
15.3
Disclosure Required by Law. If the Receiving Party is required to disclose any Confidential Information of the Disclosing Party pursuant to any Applicable Law, regulation, rule or order from a court of competent jurisdiction, the Receiving Party shall: (a) promptly notify the Disclosing Party of the required disclosure and any relevant information in respect of such requirement so that the Disclosing Party may seek a protective order or other remedy to protect such Confidential Information from such disclosure; and (ii) cooperate with the Disclosing Party to obtain such protective order or other remedy at the Disclosing Party’s sole cost. If the Disclosing Party is unable to obtain a protective order or other remedy to protect such Confidential Information from such disclosure and the Receiving Party is, in the opinion of the Receiving Party’s legal counsel, required to disclose such Confidential Information pursuant to any Applicable Law, regulation, rule or order from a court of competent jurisdiction, then the Receiving Party may disclose only such portion of the Confidential Information that it is legally required to disclose and the Receiving Party shall use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
15.4
Remedies. The Receiving Party understands and agrees that any breach or a threatened breach by the Receiving Party of any of the provisions of this Section 15 would cause irreparable harm to the Disclosing Party and monetary damages would be impossible to quantify and inadequate to compensate for any such breach or threatened breach. As such, the Disclosing Party, in addition to and not in limitation of any other rights, remedies or damages available to the Disclosing Party, at law or in equity, will be entitled to obtain interim or permanent injunctive relief and an accounting of all profits and benefits arising out of such violation, without having to prove damages, in order to prevent or to restrain any such breach or threatened breach.
16. Termination
16.1
Termination by ResolvMD. This Agreement may be terminated by ResolvMD:
(a)
at any time and for any reason upon providing CUSTOMER with at least 30 days prior written notice;
(b)
on 30 days prior written notice to CUSTOMER of any breach of this Agreement by CUSTOMER; provided, however, that if such breach is cured by CUSTOMER with the 30 days notice period, this Agreement shall remain in force and effect; or
(c)
immediately upon providing CUSTOMER written notice if CUSTOMER is declared bankrupt or makes any arrangement with or for the benefit of its creditors.
16.2
Termination by Customer. This Agreement may be terminated by CUSTOMER:
(a)
at any time and for any reason upon providing ResolvMD with at least 30 days prior written notice;
(b)
on 30 days prior written notice to ResolvMD of any material breach of this Agreement by ResolvMD; provided, however, that if such material breach is cured by ResolvMD with the 30 days notice period, this Agreement shall remain in force and effect; or
(c)
immediately upon providing ResolvMD written notice if ResolvMD is declared bankrupt or makes any arrangement with or for the benefit of its creditors.
16.3
Effect of Termination. Upon termination of this Agreement:
(a)
ResolvMD will, as at the date of termination, immediately cease providing the Platform and the Services to CUSTOMER; and
(b)
CUSTOMER shall, as at the date of termination, immediate cease accessing the Platform and shall pay ResolvMD the Fees and Taxes due and payable as at the date of termination for the Services rendered.
17. General
17.1
Notice
(a)
Any notice, document or communication required to be given hereunder shall be in writing and may be delivered personally, sent by confirmed or recorded electronic communications, or sent by registered mail to the Parties to the applicable address or email, as applicable.
(b)
Any notice, document or communication aforesaid, if delivered personally, shall be deemed to have been given and received on the day on which it was so delivered, and if not a Business Day, then on the Business Day next following the day of delivery, and if sent by electronic communication, shall be deemed to have been received on the next Business Day following the date of transmission, and if sent by registered mail, shall be deemed to have been given and received on the fifth Business Day following the day on which it was so mailed.
(c)
Either Party may change its address or email for notice in the aforesaid manner.
17.2
Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Alberta and any laws of Canada applicable therein and the Parties attorn to the non-exclusive jurisdiction of the courts of Alberta.
17.3
Force Majeure. ResolvMD shall not be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results, directly or indirectly, from an unforeseeable event beyond ResolvMD’s reasonable control, including but not limited to: connectivity loss; a cyber attack; damage to ResolvMD’s server; failure of data, products or services controlled by any third party including providers of communications or network services; utility power failure; backup power failure; acts of war; acts of nature; pandemics; earthquake; flood; embargo; riot; sabotage; labour shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; terrorist acts; or failure of products or services controlled by any third party (throughout, “Force Majeure”), provided that such Force Majeure is not caused by or results directly from an action or omission of ResolvMD. ResolvMD shall not be liable for any loss or damages either general, indirect, exemplary, incidental, special, punitive, consequential, loss of profit, loss of revenue or any other kind whatsoever, which CUSTOMER may suffer due to or resulting from such delay or failure. In the event that Force Majeure occurs as contemplated herein, the duration of this Agreement shall be extended by the period for which such Force Majeure continues.
17.4
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous communications, representations, warranties and agreements either written or oral; and CUSTOMER hereby acknowledges that no reliance is placed on any representation or warranty made by or on behalf of ResolvMD but not contained in this Agreement. Any terms and/or conditions of any other correspondence or instrument issued by ResolvMD to CUSTOMER in connection with this Agreement that are inconsistent with the terms and conditions of this Agreement shall be of no force or effect.
17.5
No Partnership. Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between the Parties, except as expressly established and authorized under this Agreement.
17.6
No Third-Party Benefit. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.
17.7
Assignment. CUSTOMER shall not, without the prior written consent of ResolvMD, (i) assign this Agreement nor any of its rights, interests or obligations hereunder; nor (ii) complete a transaction pursuant to which the Person(s) that have the authority and rights to direct, or cause to be directed, the affairs of CUSTOMER, whether through ownership of voting securities, by contract or otherwise shall change as a result of such transaction. ResolvMD shall not assign this Agreement nor any of its rights, interests or obligations hereunder without the prior written consent of CUSTOMER; provided, however, that ResolvMD may assign this Agreement to an affiliate in the event of an internal reorganization.
17.8
Waiver. No waiver by either Party of any breach (whether actual or anticipated) of any of the covenants, acknowledgements, representations or warranties contained herein or extension of time by either Party for the performance of any obligations of any other Party shall take effect or be binding upon such Party unless the waiver or extension is expressed in writing. Any waiver or extension so given shall extend only to the particular breach so waived or the particular extension so given and shall not limit or affect any rights with respect to any other or future breach.
17.9
Time of Essence. Time shall be of the essence in this Agreement.
17.10
Severability. If any of the provisions of this Agreement are determined to be invalid, illegal or unenforceable in any respect, such provision(s) shall be deemed to be severable and such determination shall not affect the validity, legality or enforceability of any other provision of this Agreement unless as a result of such determination this Agreement would fail of its essential purpose.
17.11
Amendments. The “last updated” legend above indicates when these terms and conditions were last amended. ResolvMD may unilaterally amend all or any part of these terms and conditions at any time by updating these terms and conditions at the URL available at Terms and Conditions. ResolvMD will provide you with notice of the proposed amendments by posting an amended version of these terms and conditions with a new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of these terms and conditions will continue to apply. If CUSTOMER disagree with any amendments, CUSTOMER may refuse the amendments and cease using the Platform and the Services within the 30-day notice period. There will be no cost or penalty for doing so. If CUSTOMER continues to access or use the Platform or the Services after the 30-day period, CUSTOMER thereby agrees to the amended terms and conditions. CUSTOMER agrees to review these terms and conditions regularly to determine its rights and responsibilities.
17.12
Survival. Notwithstanding anything else contained herein, and without limiting any of the provisions hereof, the obligations of the Parties specified in Section 2 (Interpretation), Section 7 (Third Party Materials), Section 9 (Indemnities), Section 10 (Disclaimers, Billing Errors and Limitations of Liabilities), Section 11 (Intellectual Property Rights) Section 12 (Data), Section 13 (Personal Information), Section 14 (Security), Section 15 (Confidentiality), Section 16.3 (Effect of Termination), and Section 17 (General), together with all provisions of this Agreement necessary for the interpretation and enforcement of such Sections, shall survive termination and continue to bind the Parties in accordance with their terms.
18. Definitions
In this Agreement, the following words and phrases have the meaning set forth in this Section 19, unless the subject matter or the context is inconsistent with such meaning:
“AB PIPA” means the Personal Information Protection Act, RSA 2003, c P-6.5;
“Accredited Submitter” means the submitter identified in CUSTOMER’s governing Business Arrangement as approved by the applicable Governmental Authority;
“Agreement” means these terms and conditions and the Schedules incorporated herein, together with the Execution Page;
“Analytics Services” has the meaning ascribed thereto in Section 4.4(a);
“Anonymized Data” has the meaning ascribed thereto in Section 12.3;
“Applicable Laws” means, in relation to any Person, transaction or event, all applicable provisions of laws (including common law), statutes, rules, regulations, principles of law and equity, official directives, published guidelines, standards, codes of practice (regardless of whether such guidelines, standards and codes of practice have been promulgated by statute or regulation) and orders of and the terms of all judgments, orders and decrees, whether foreign or domestic, issued by any governmental authority by which such Person is bound or which has application to the transaction or event in question;
“BC PIPA” means the Personal Information Protection Act, SBC 2003, c 63;
“Billing Administrative Services” has the meaning ascribed thereto in Section 4.2;
“Business Arrangement” means an agreement with an Applicable Health Regulator to establish the arrangement for payment of health services provided which identifies (i) who is to be paid; (ii) where statements or invoices are to be sent; and (iii) who the Accredited Submitters are;
“Business Arrangement Number” means the business arrangement number provided to CUSTOMER by the applicable Governmental Authority upon confirmation of an acceptable Business Arrangement;
“Business Day” means any day of the week except Saturday, Sunday, or any statutory or civic holiday observed in the Province of Alberta or the jurisdiction where CUSTOMER is receiving the Services;
“Claims” has the meaning ascribed thereto in Section 9.1;
“Confidential Information” has the meaning ascribed thereto in Section 15.1(a);
“CUSTOMER” means the customer, healthcare practitioner or clinic identified in an applicable Execution Page as the recipient of the Services;
“Customer Data” has the meaning ascribed thereto in Section 12.1;
“Data Security Policy” has the meaning ascribed thereto in Section 14;
“Disclosing Party” has the meaning ascribed thereto in Section 15.1(b);
“Disputed Claims” has the meaning ascribed thereto in Section 4.2(c);
“Documentation” means any manuals, instructions, or other documents or materials that ResolvMD provides or makes available to the CUSTOMER that describe the functionality, components, features, or requirements of the Platform and the Services.
“Effective Date” means the earliest of the date of: (i) CUSTOMER executes Execution Page; (b) CUSTOMER clicks “accept” on these terms and conditions; or (c) CUSTOMER accesses or uses the Platform or the Services.
“Execution Page” means the online Execution Page or other initiating document completed by CUSTOMER and incorporated by reference to the Agreement in the form provided by ResolvMD to CUSTOMER.
“Fees and Taxes” has the meaning ascribed thereto in Section 6;
“Force Majeure” has the meaning ascribed thereto in Section 17.3;
“Governmental Authority” means any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, any applicable college, including any college of physicians, surgeons, or other medical professionals, or other professional or occupational regulatory authority established pursuant to Applicable Laws, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.
“GST” means the good and services tax.
“Health Claims” has the meaning ascribed thereto in Section 4.2(b);
“Healthcare Practitioner” means a registered healthcare professional, including a primary care physician, resident physician, or nurse practitioner.
“Health Privacy Laws” means the Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sched. A, Health Information Act, R.S.A. 2000, c. H-5, The Personal Health Information Act, S.M. 1997, c. 51, C.C.S.M., c. P33.5, Personal Health Information Privacy and Access Act, S.N.B. 2009, c. P-7.05, Personal Health Information Act, S.N.L. 2008, c. P-7.01, Personal Health Information Act, S.N.S. 2010, c. 41, Health Information Act, S.N.W.T. 2014, c. 2, Act respecting the sharing of certain health information, CQLR, c. P-9.0001, The Health Information Protection Act, S.S. 1999, c. H-0.021, Health Information Privacy and Management Act, S.Y. 2013, c. 16, and other Laws applicable to health information and personal health information in the jurisdictions where the Services are provided to the CUSTOMER.
“Indemnified Party” has the meaning ascribed thereto in Section 9.3;
“Indemnifying Party” has the meaning ascribed thereto in Section 9.3;
“Indemnity Claim” has the meaning ascribed thereto in Section 9.3;
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property right Applicable Laws, and all similar or equivalent rights or forms of protection, in any part of the world;
“Medical Reciprocal Program” means the applicable legislation and the reciprocal agreements entered into between the federal government and all provincial and territorial governments (with the exception of Quebec) that permit reimbursement of insured medical services when health care services are provided to out-of-province persons;
“Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning;
“Onboarding Services” has the meaning ascribed thereto in Section 4.1;
“Parties” means, collectively, ResolvMD and CUSTOMER and “Party” means either one of them, as the context requires;
“Patients” has the meaning ascribed thereto in Section 5.1(c);
“Payor” has the meaning ascribed thereto in Section 4.2(b);
“Person” means an individual, a corporation, a partnership, a trust, a joint venture, an unincorporated organization or other legal entity or any executor, administrator or other legal representative of an individual;
“Personal Health Information” all health information, protected health information and personal health information as defined under applicable Health Privacy Laws;
“Personal Information” means information provided to ResolvMD by or at the direction of CUSTOMER, information which is created or obtained by ResolvMD on behalf of CUSTOMER, or information to which access was provided to ResolvMD by or at the direction of CUSTOMER, in the course of ResolvMD’s provision of the Services under the Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual, in the case of both subsections (i) and (ii), including, without limitation, all Personal Health Information. Personal Information also includes all personal information as defined under PIPEDA, and applicable Health Privacy Laws;
“PIPEDA” means the Personal Information Protection and Electronic Documents Act, S.C. 2000, c.5 (PIPEDA), as amended by the Digital Privacy Act, S.C. 2015, c. 32;
“Platform” has the meaning ascribed thereto in 4.4(a);
“Privacy Laws” means PIPEDA, AB PIPA, BC PIPA, the Health Privacy Laws and other Laws applicable to Personal Information and Personal Health Information in the jurisdictions where the Services are provided to or received by the CUSTOMER;
“Provincial Clinical Information System” means, in respect of a province or territory, the clinical information system or electronic medical record system designated, operated, or authorized by the applicable Governmental Authority for the collection, storage, use, and management of patient clinical and health records within that jurisdiction, including, for example, the Province of Ontario’s Medical Claims Electronic Data Transfer and the Province of British Columbia’s Teleplan.
“Provincial Health Insurance Plan” means the public, provincially administered and funded health care system that guarantees universal access to medically necessary hospital and health care to all residents within its respective province or territory;
“Receiving Party” has the meaning ascribed thereto in Section 15.1(b);
“ResolvMD Data” means any data, performance metrics, analytics, reports, know-how, or other information related to the provision, usage, functionality, or performance of the Platform or the Services and related systems and technologies, including, without limitation, information concerning CUSTOMER and data derived from its use of the Platform or the Services, but not including the Customer Data;
“ResolvMD Indemnified Parties” has the meaning ascribed thereto in Section 9.2;
“ResolvMD Order” has the meaning ascribed thereto in Section 4.4(a)(ii);
“ResolvMD Privacy Policy” means the privacy policy of ResolvMD, as amended or amended and restated from time to time;
“ResolvMD Property” means, collectively, the Platform, the Services, Documentation, the Anonymized Data, the ResolvMD Data, and the ResolvMD Systems, including, in each case, all Intellectual Property Rights therein;
“ResolvMD Systems” means the information technology infrastructure used by or on behalf of ResolvMD in hosting, performing, or providing the Platform, or the Services, including computers, software, code, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by ResolvMD or through the use of third-party services;
“Service Suspension” has the meaning ascribed thereto in Section 10.4;
“Services” has the meaning ascribed thereto in Section 3;
“Storage Services” has the meaning ascribed thereto in Section 4.3;
“Storage Services Request Notice” has the meaning ascribed thereto in Section 4.3(a);
“Storage Services Start Date” has the meaning ascribed thereto in 4.3(b);
“Term” has the meaning ascribed thereto in Section 3;
“Third Party Liability” has the meaning ascribed thereto in Section 9.3(b);
“Third Party Materials” has the meaning ascribed thereto in Section 7;
“Worker’s Compensation Board” means the Worker’s Compensation Board of the applicable province or territory.
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