Terms of Use

Last Updated : March 2023

These Terms of Use (the “Terms”) are entered into between us, Zone3W Inc., doing business as “Xacte”, and the user of the Services, either through the App or the Web Platform (the “User”, “you”, “your”). The Terms govern your use of the Services (as defined below) and constitute a legal agreement between us and you. Please read these Terms carefully.

These Terms come into effect upon your acceptance, including when you download the App, and remain in effect until terminated by either party in accordance with these Terms (the “Duration of the Services”).

1. DEFINED TERMS

In these Terms, capitalized terms not otherwise defined herein have the meanings given to them below:

“Affiliate” means any entity that holds more than half of the share capital of any of the parties to these Terms, as well as any entity in which such entity holds more than half of the share capital.

“App” means the mobile app that Xacte allows you to download via the Apple App Store, Google Play Store or other defined platform in order to offer you the Services.

“Client” means the entity or person that allows the User to access the Services, whether it is a billing agency, health care professional, health facility or otherwise.

“Compensation Method” means the compensation method for the care received, including fee for service, blended, administrative or other compensation.

“Login Credentials” means user names, passwords and security questions or other information required to access the Services.

“RAMQ” means the Régie de l’assurance maladie du Québec.

“Service Agreement” means the Service agreement entered into between Xacte and a Client for the provision of the Services and under which the User obtains access to the Services.

“Services” means medical billing management, the Web Platform, the App, hosting and technical support services, all as described in a Service Offering. In particular, the Services allow codes to be entered electronically to compensate health professionals.

“Third-Party Services” means any product, service, application, technology and software that is not included in the Services. Third-Party Services include those that are integrated through a programming interface, including third-party medical databases.

“Web Platform” means the web application that allows Users to access secure spaces for billing, reporting or otherwise using the Services, as accessed through a Web browser.

2. LANGUAGE AND ACCESSIBILITY

You understand that the Services are currently available in French, and may not be available in any other language, including English. Services are available in the Province of Quebec, Canada. We reserve the right to modify the Services at our discretion, including but not limited to features, characteristics, content or
information relating to the Services. Except as provided for in the Service Agreement, we make no representation or warranty to Users as to the availability of the Services, including the Web Platform.

3. ACCOUNT CREATION AND SECURITY MEASURES

Account creation. To access the Services, you will need to use the account created by Xacte. You represent and warrant that the information you provide to us for this purpose is accurate and up to date. It is your responsibility to change your information in your account to ensure it is up to date. We will not be held liable if you fail to receive an important notice because your contact information was not up to date.

You understand that all alerts and correspondence necessary for the use of the Services will be sent by email. It is your responsibility to keep your email address up to date and log in through the App or the Web Platform from time to time to validate alerts and any correspondence relating to the compensation of professionals.

Confidentiality of your Login Credentials. You are responsible for the confidentiality of your Login Credentials and must not disclose them to anyone. We will not be held liable for any damage or loss that may arise from the communication or loss of your Login Credentials, including as a result of a privacy incident, unauthorized access to your account or data theft.

Actions taken using your account. You are responsible for actions taken using your account, including those taken by your agents and delegates. You hereby authorize
us to accept and you agree to be responsible for any instructions that you have given or that are supposed to be given by you using your Login Credentials. Any instruction will have the same legal effect as if it were an instruction written and signed by you.

4. USE OF THE SERVICES

Do’s. When you use the Services, you understand that you are solely responsible for:

• complying with the compensation process authorized by the RAMQ and the legislation governing the remuneration of professionals, including with regard to the deadlines for submitting compensation claims;
• reporting appropriate and truthful information relating to the compensation of professionals, including making the appropriate choices when entering the Compensation Method, the acts and contextual elements, the place of provision, the patient’s health insurance number or any other information necessary for the compensation or the provision of the Services;
• obtaining any necessary consent to allow Xacte to collect, use and disclose personal information as set out herein.

You warrant that you will use the Services in accordance with these Terms and applicable legislation.

You understand that you are responsible for the accuracy of any information provided in connection with the Services, including for the purposes of compensating professionals. You are also responsible for the retention of your records, including any documents required for tax purposes or that are to be retained to comply with applicable legislation or enable health care professionals to comply with applicable legislation. You understand that the Services are not designed to maintain medical archives and that we do not guarantee the availability of the Services. It is your responsibility to extract and copy the relevant information
from your records in accordance with your customary practices and applicable legislation. We may delete all your records when your account is deactivated. You must extract all documents and personal information before deactivating your account.

Don’ts. When you use our Services, you agree not to:

• access the Services for any illegal, malicious, defamatory, harassing or fraudulent purpose, including by impersonating any person;
• provide false, inaccurate, misleading or incomplete information;
• impersonate another individual, including a health professional, or make false claims or engage in any other fraud targeting the RAMQ through the Services;
• interfere with the security-related features of the Services, including by disabling or circumventing features that prevent or restrict the use or copying of any content or by reverse engineering or attempting to discover the source code of any part of the Services, except to the extent permitted under
  applicable legislation;
• use a robot or any other device for indexing, scraping data, sharing or recording screens, or linking data when using the App or accessing the Services;
• interfere with the operation of the Services, including by (a) uploading or otherwise distributing any virus, adware, spyware, worm or any other malicious code; (b) making an unsolicited offer or advertisement to another user of the Services; (c) collecting personal information about another user or
  third-party without being authorized to do so under applicable legislation;
• share your account or give access to your Login Credentials to an unauthorized user;
• sell or otherwise transfer access to the Services granted to you under these Terms, except as authorized by Xacte; or
• attempt to do any of the foregoing, or assist or allow any person to do any of the foregoing.

Xacte reserves the right to suspend access to the Services by any user who violates any of the rules set out in this section. You agree to indemnify Xacte and any Affiliate, including their shareholders, directors, officers, employees, agents and other representatives, against any claim or expense incurred as a result of your use of the Services in violation of this section.

5. HEALTH INFORMATION

Health information. To provide you with the Services, including to enable you to pay professionals in accordance with applicable legislation, we process the patient health information communicated to us. We use such health information solely for the purposes of rendering the Services. We ensure that the health information entrusted to us is kept confidential and not sold in any way. For more information about how we process health information as well as your personal information, please see our Privacy Policy.

You represent and warrant that you have all necessary permissions, consents or rights, as applicable, to enable us to process the health information you communicate to us in connection with our Services. You agree to indemnify us in respect of any third-party claim resulting from our processing of health information
and resulting from a breach of such warranty. Where applicable, you are responsible for maintaining an appropriate privacy policy to inform your patients how their health information is being processed.

6. LIMITATION OF LIABILITY

Our sole liability for the Services is set out in the Service Agreement. We decline any direct liability to you except to the extent required by law. You waive any class action against us and understand that only the Client may pursue a remedy against us, in accordance with the terms of the Service Agreement. If you are a sole practitioner, the Service Agreement also applies to you, and your remedies are set out in the Service Agreement.

We, including our Affiliates, employees, officers or directors, will in no way be liable for any loss or damage to you resulting from one or more of the following:

• Your failure to comply with any of your obligations under these Terms or with any instructions we may provide to you from time to time in connection with the Services;
• Your failure to submit your compensation claims to the RAMQ within the deadlines set forth in the applicable legislation;
• The failure or omission of a third-party, including but not limited to the RAMQ (and no such third-party will be considered to be acting as an agent or mandatary);
• The failure, error, omission, inaccuracy or other inconvenience related to the Third-Party Services or any information you have provided to us;
• Your access to the Third-Party Services, including, but not limited to, any delay or inability to access or the Third-Party Services.

Neither you nor we will dispute the validity or enforceability of these Terms or any related documents on the grounds that they have been accepted or signed in electronic format.

7. APPLE MINIMUM CONDITIONS

If you download the App through the Apple App Store, you agree to be bound by the
following terms, in addition to the foregoing Terms:

Recognition. These Terms are between you and us, not with Apple. We are responsible for the App and its content. If there is any contradiction between these Terms and the Apple Media Services Terms and Conditions, the latter will take precedence.

Support and maintenance. Apple has no obligation whatsoever to provide maintenance and support services with respect to the App.

Applicable warranties. In the event of non-compliance of the App with any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the App, if any; and, to the extent permitted by applicable legislation, Apple will have no further warranty obligations whatsoever with respect to the App, and any other claims, losses, liabilities, damage or expenses attributable to a failure to comply with any warranty will be our responsibility.

Exclusion of Apple’s liability. We will handle any claims or complaints you submit to us regarding the App or your possession or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App does not comply with any applicable legal or regulatory requirement; and (c) claims arising from consumer protection, privacy or similar legislation. We do not limit our liability beyond what is permitted by applicable legislation.

Intellectual property claims. We will be responsible for investigating, defending, settling and the discharge or release of any claim alleging infringement of an intellectual property right.

Representations of the user. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “State Sponsor of Terrorism”; and (b) you are not on any list of parties prohibited or restricted by the U.S. Government.

Terms of third-party providers. You agree to comply with the terms and conditions of third-party providers when you use the App. For example, you agree to abide by the terms and conditions of your wireless data provider when you use our App.

Third-party beneficiaries. We and you accept and acknowledge that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted) to apply these Terms to you as a third-party beneficiary..

8. TERMINATION AND SUSPENSION

Termination or suspension by us. We may suspend your access to the Services or terminate all or part of these Terms as set out in the Service Agreement. We will not be liable for any loss or inconvenience that may result from such suspension or termination.

These Terms are automatically terminated upon deactivation of your account. Your account will be automatically deleted upon termination or expiration of the Service Agreement.

Those sections of these Terms that, by their nature, must survive the termination or expiration of these Terms will remain in effect, including any limitation or exclusion of liability.

9. CHANGES

Changes to the Services. Subject to the Service Agreement, you understand that we may change the Services at our sole discretion, including to add or remove features. Our changes will in no way materially or adversely change the security of health information..

Changes to the Terms. Subject to the Service Agreement, you understand that we may change these Terms at any time upon written notice. If you continue to use the Services after such notice, you consent to our changes to the Terms. The most recent date on which the Terms were updated is set out above.

10. INTELLECTUAL PROPERTY

For the Duration of the Services, and in accordance with the terms of the Service Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable licence to install, use and access the Services, including the App, subject to these Terms. You understand that you may not distribute, sell, reverse engineer, disclose to third parties or otherwise market the App, or any other part of the Services.

We retain at all times all proprietary rights—including, without limitation, copyrights—in our Services, including the related technology, in particular the App and the Web Platform.

Unless otherwise stated, all trademarks and logos, and all works, including text, images, illustrations, software, HTML code, audio clips and videos appearing on the Services, are owned by us or by our licensors. They may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, without our express written permission, except for
personal and non-commercial use, including viewing, printing or archiving electronic copies of your activities on the App, in accordance with these Terms and our instructions. Nothing in these Terms or on the App may be construed as conferring any right to use our or any Affiliate’s works, trademarks or logos in any other way.

Some features may be subject to additional terms, conditions, instructions or limitations.

11. CONTACT

We may contact you to welcome you, explain the scope of our Services, provide you with training in this regard and set up your account. You may also receive updates by email. You can unsubscribe at any time and refer to our Privacy Policy for more information.

For any question relating to these Terms, you can contact us by email at privacy@petalmd.com or by mail:
350, Charest Blvd. E., 3rd Floor
Québec City, QC  G1K 3H5

We will contact you and send you notices using the information you provide in connection with the Services. Except as stipulated above in the Changes section of these Terms, email is our primary method of communication.

12. GOVERNING LAWS

These terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. The courts of the Province of Quebec will have exclusive jurisdiction to settle any dispute arising out of these Terms.

13. SEVERABILITY AND ASSIGNMENT

Severability. If any provision of these Terms is determined to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of these Terms. Our failure to strictly enforce any provision of these Terms does not mean that we have waived any provision or right.

Assignment. We may assign or transfer these Terms with or without notice. You may not assign or transfer these Terms or any of the obligations or rights under these Terms to any other person.

Without limiting the generality of the foregoing, we have the right, at any time, to assign all or part of our rights and obligations under these Terms to an Affiliate. The Services may then be provided by the Affiliate to which we assign these Terms.