Last updated: January 1, 2025

The following MedChart vendor application terms and conditions, together with any additional terms they expressly incorporate by reference (collectively, these “Terms”) govern: (a) your access to and use of MedChart’s or its licensor’s proprietary products and services including without limitation APIs, SDKs, app keys and access tokens, and developer webpages and documentation (“Documentation”) (collectively, the “MedChart Platform”); and (b) your connection of your new and existing applications, products and services (“Vendor Applications”) with MedChart’s or its licensors’ own applications, products and services (together, with any support services and the MedChart Platform, collectively, the “MedChart Service”). These Terms relate to the MedChart Service only. These Terms do not alter in any way the terms or conditions of any other agreement that you have entered into with us that may apply to your use of the MedChart Service. These Terms include any supplementary terms provided separately to you for the MedChart Service, including but not limited to the vendor app program supplementary term and revenue share supplementary term (each a “Supplementary Term”). These Terms are effective on the earlier of: (a) the date Vendor first uses any part of the MedChart Service; and (b) the date Vendor agrees to be bound by these Terms (the “Effective Date”).  

These Terms form an agreement between MedChart Inc. and its affiliates (referred to as “MedChart”, “we”, “our” or “us”) and you. The term “you”, “your” or “Vendor” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the MedChart Service (“use” or “using” in these Terms will mean any of the foregoing).  

‍BY USING THE MEDCHART SERVICE IN ANY WAY OR BY CLICKING TO ACCEPT THESE TERMS, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE MEDCHART SERVICE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST NOT ACCESS OR USE THE MEDCHART SERVICE. IF YOU ARE USING THE MEDCHART SERVICE ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU HEREBY REPRESENT AND WARRANT TO MEDCHART THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS.   IF YOU ARE PROVIDING APPLICATION DEVELOPMENT SERVICES OR ARE OTHERWISE ACTING AS A CONNECTOR TO A THIRD PARTY THAT WILL RECEIVE OR OTHERWISE BENEFIT FROM USER DATA (THE “ULTIMATE RECIPIENT”) OBTAINED THROUGH THE MEDCHART PLATFORM (I.E., YOU ARE A “CONNECTOR”), YOU REPRESENT THAT YOU ARE ACTING AS AN AGENT OF THE ULTIMATE RECIPIENT AND YOU HAVE THE AUTHORITY TO BIND THE ULTIMATE RECIPIENT TO THESE TERMS. IN THAT CASE, “VENDOR” OR “YOU” INCLUDES THE ULTIMATE RECIPIENT AS WELL. IF YOU SUBCONTRACT THE DEVELOPMENT OF ANY VENDOR APPLICATION, YOU WILL PROCURE THAT ANY THIRD PARTY SUBCONTRACTOR COMPLIES WITH THESE TERMS.

1. Changes to these Terms and the MedChart Service

(a) Except where prohibited by applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any governmental or regulatory authority (“Applicable Laws”), we reserve the right, in our sole discretion, to change any element of these Terms at any time. When we change these Terms, we will: (i) place a notice on the MedChart Platform, send you an email, or notify you by some other means as required by Applicable Law; (ii) post a new version to our website or MedChart Platform; and (iii) update the “Last Updated” date at the top of these Terms. We may require you to provide consent to the updated Terms in a specified manner before further access or use of the MedChart Service is permitted. If you do not agree to any change(s) after receiving a notice from us of such change(s), you will stop using the MedChart Service. Otherwise, your continued access to or use of the MedChart Service after any changes to these Terms indicates your acceptance of such changes.  

(b) We reserve the right to change the MedChart Service at any time, without notice to you. We may, at our discretion, suspend your access to or use of the MedChart Service or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms; (iii) to address any emergency security concerns; (iv) to modify the MedChart Service; or (v) if required to do so by a regulatory authority or as a result of a change in Applicable Law. You may need to update third party software from time to time in order to use the MedChart Service.

2. Registration

To access the MedChart Platform, you must follow the registration process established by MedChart. MedChart may approve or deny access to the MedChart Platform in its sole discretion. When you register, you may be subject to MedChart’s standard terms of service and privacy policy at https://www.medchart.ca/terms and  https://www.medchart.ca/privacy, respectively (“MedChart Service Terms”), as well as any additional registration terms specified by MedChart.

3. Your Authorised Use

(a) Subject to your compliance with these Terms, MedChart grants you a limited, non exclusive, revocable, non sublicensable, non transferable, right to access and use MedChart Platform solely to enable Vendor Applications to access or interface with the MedChart Service and as set forth in these Terms (“Authorised Use”). Your use must be as permitted in Documentation and is subject to call, usage and other limits as described in the API terms at https://www.medchart.ca/terms (as may be modified from time to time, and which are incorporated into these Terms) or as we otherwise notify you.  

(b) Unless otherwise specified in these Terms, your use within these Authorised Use are permitted “free-of-charge” up to, but not to exceed, the MedChart’s API limits and MedChart customer limits set forth above and in associated Documentation. MedChart reserves the right to charge you for your use of the MedChart Platform with prior notice to you.  

(c) If you are a Connector, you are only permitted to pass through any User Data to the Ultimate Vendor on behalf of which you are connecting to the MedChart Platform.

(d) You are not permitted to use a service provider or third party subcontractor in connection with providing your Vendor Application’s service unless they sign an agreement with you to: (1) protect any User Data (defined below) received from MedChart or User (that is at least as protective as MedChart’s terms and policies); (2) limit their use of User Data solely for the purpose of providing their services to your Vendor Application (and not for their own purpose or any other purpose); and (3) keep the User Data secure and confidential. You must ensure that any service provider complies with these Terms and any other applicable MedChart terms and policies, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these Terms will be deemed to be a breach by you. If requested, you will provide a list of your service providers to MedChart or the User (defined below).  

(e) You agree not to use, nor permit any third party to use, the MedChart Platform in a manner that violates any Applicable Law or these Terms.

4. Support and Modification

While we may in our sole discretion provide you with support, integrations  or modifications for the MedChart Platform, we are not obligated to do so and have no obligation to support (including with any integrations), fix or respond to errors you may encounter. In our discretion and without liability to you, we may add, remove or modify any features of the MedChart Platform; impose additional eligibility requirements or restrictions for access to the MedChart Platform; or discontinue the MedChart Platform. If we modify the MedChart Platform, we may require you to use the modified version, which may not be compatible with Vendor Applications developed using previous versions. We typically make these changes as part of our overall MedChart Platform program and may not be able to provide you with individual notice of the changes.

5. Branding and Publicity

(a) “Marks” means trademarks, service marks, brand names, trade names, corporate names, business styles, trade dress, logos, insignia and other commercial symbols. Subject to the terms and conditions of this Agreement, each party herby grants to the other party a non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable, and revocable license during the Term to use and display its Marks solely in connection with the marketing, advertising, and promotion of the Vendor Application or the MedChart Platform. Each use by either party of the other party’s Marks must be approved in writing by the owner of such Marks prior to distribution, release or publication.  Unless otherwise approved in writing by the party that owns the Marks, each party will comply with the branding and trademark guidelines that the other party provides in writing.  Any goodwill arising from the use of a party’s Marks will inure to the benefit of such party. Vendor shall take all commercially reasonable steps to preserve and protect the goodwill and reputation of MedChart.

(b) You may promote Vendor Application, including talking to traditional and online media and your users about Vendor Application, but you may not issue any formal press release via traditional or online media referring to MedChart without MedChart’s prior written consent. You must conduct all such activities truthfully and without implying that Vendor Application is created, sponsored, or endorsed by MedChart (or otherwise embellishing your relationship with MedChart) and you may not make any legal representations, guarantees or warranties on behalf of MedChart or with respect to the MedChart Platform or the MedChart Service. If you become aware that any public facing articles are being developed by independent publications or authors connecting Vendor Application to MedChart, then you agree to immediately inform MedChart at legalnotices@medchart.ca.

(c) MedChart may publicly refer to you, orally or in writing, as a user or third party vendor of the MedChart Platform. We may also publish Vendor’s Marks (with or without a link to Vendor Application) on our websites, in press releases, and in promotional materials without Vendor’s prior consent.

6. Vendor Responsibilities

(a) Prior to Vendor accessing any information (including Personal Information) relating to a User, including business, financial and product information (“User Data”), the Vendor will have in place and will present the User for execution, an agreement entered into between a User and Vendor governing the User’s use of the Vendor’s services, including, if applicable, the installation and use of  a Vendor Application (“Vendor Terms”) that contains provisions at least as protective of  MedChart as those in these Terms. Vendor must inform Users in the Vendor Terms that: (i) Vendor is solely responsible for the Vendor Application; (ii) MedChart is not liable for any fault in the Vendor Application or any harm that may result from its installation or use; (iii) except where expressly stated by MedChart, MedChart cannot provide assistance with the installation or use of the Vendor Application; and (iv) Vendor is solely responsible for any liability which may arise from a User’s access to or use of the Vendor Application, including: (A) the development, use, marketing or distribution of or access to the Vendor Application, including support of the Vendor Application; or (B) Vendor’s access, use, distribution or storage of User Data. Without limiting the foregoing, Vendor Terms must contain clear and legally adequate disclosures about the nature of Vendor Application’s integration with MedChart and the User Data you are collecting and how you may use it.   “User” means an individual or business that uses the MedChart Service to sell products or services.

(b) Vendor will have in place and will present the User with a privacy policy that complies with all applicable privacy laws and provides adequate notice and obtains prior consent as required for the collection, use and storage of the User Data, and any Personal Information the Application will access once installed (“Vendor Privacy Policy”). Without limiting the foregoing, the Vendor’s Vendor Terms and Vendor Privacy Policy will describe in sufficient detail (i) the services to be provided by the Vendor’s Application, (ii) the User Data that will be accessed by the Application in order to provide such services, (iii) how the User Data will be used and transferred to third parties, if applicable, and (iv) the Vendor’s contact information. Vendor will respond reasonably promptly to any questions regarding its privacy practices.  

(c) If you access User Data, you will (and will ensure that your employees, agents and service providers will): (1) access only the minimum User Data fields Vendor Application needs to work properly, as permitted by the User; (2) not use, access, store, or make copies of the User Data or any other data relating to a User, that Vendor receives via the Vendor Application or the MedChart Service except as necessary to provide the Vendor Application services to the User to whom the User Data relates and as described in the applicable Vendor Terms or Vendor Privacy Policy, and only within the limits and for the purposes as specified by the User; (3) limit access to User Data only to those employees of Vendor who need to have access to the User Data and solely for the purposes of Vendor Application integrating with the MedChart Service and that have entered into written agreements no less protective of such Confidential Information than these Terms; (4) not share, sell, disclose or otherwise provide such information to any third party, except as provided for in these Terms; (5) not use User Data for competitive benchmarking; (6) ensure that you have obtained effective consent from the applicable individual, to the extent such consent is legally required, before you provide MedChart with information that you independently collected from them; (7) not directly or indirectly transfer any data you receive from MedChart (including anonymous, aggregate or derived data) to any third party or any other Vendor Application you may own, except as necessary to provide your Vendor Application's services or if expressly authorized by the User; and (8) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Vendor Terms, all Applicable Laws and reasonable measures that protect the privacy and security of the User Data, including any security requirements or data processing requirements or any other requirements from MedChart. Vendor and its personnel will comply with the policies, processes, procedures and standards of MedChart provided or made known to Vendor.

(d) Vendor shall implement reasonable and appropriate physical measures to prevent unauthorized physical access to Vendor Applications, its systems, technical, administrative and organizational security procedures and practices appropriate to the sensitivity of the User Data including without limitation information about an identifiable individual or information that is subject to applicable privacy or data protection laws  (“Personal Information”), to protect the User Data against loss, theft, destruction, damage, alteration and unauthorized or unlawful access, use, disclosure or other risks incurred by processing in pursuit of the MedChart Service. You will notify MedChart of any actual or suspected breach, unauthorized or unlawful access, use, disclosure or compromise of User Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to MedChart via email at legalnotices@medchart.ca. Upon learning of the Data Breach, at your own cost, you will: (A) promptly remedy the Data Breach to prevent any further loss of User Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to MedChart, its affiliates or Users; and (D) promptly answer questions from MedChart relating to the Data Breach, regularly communicate the progress of your investigation to MedChart and cooperate to provide MedChart with any additional requested information in a timely manner.  

(e) Vendor will not: (i) sell or share User Data;  (ii) collect, retain, use, or disclose User Data for any purpose; (iii) retain, use, or disclose User Data outside the direct business relationship with MedChart; (iv) combine the User Data with other Personal Information, including for data augmentation or profiling, unless expressly permitted under Applicable Laws for Vendor functions (such as for fraud prevention purposes, or where required by law); (v) aggregate User Data, even if anonymized, to share with any third party or for Vendor’s own internal uses; or (vi) export User Data outside the country from which it was provided or collected without MedChart’s prior written consent. For the sake of clarity, in the course of providing the Vendor Application and using any MedChart Service hereunder, to the extent that Vendor is able to derive, extrapolate or otherwise infer any non-Personal Information about MedChart’s business, financial activities and/or operations from its processing of User Data (even if aggregated or anonymized), such information shall be treated as MedChart’s Confidential Information (as defined below), and Vendor shall be prohibited from disclosing (except as required to comply with Applicable Law), selling or using such information for its own commercial purposes, unless expressly permitted by MedChart.  

(f) For clarity, any user’s access or use of the MedChart Service itself is subject to MedChart’s Service Terms or other applicable terms agreed by MedChart with the user, not Vendor Terms. If MedChart receives any User Data from or on behalf of a user, including through or enabled by Vendor Application, MedChart will treat such User Data under its applicable terms with such user and such data will no longer be subject to Vendor Terms.  

(g) Vendor shall not itself, and will not permit others to:

i. sub-license, sell, resell, rent, lend, lease or distribute the MedChart Service or 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 rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) therein or otherwise make the MedChart Service available to others;  

ii. submit to the MedChart Platform or MedChart Service any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
‍
iii. try to exceed or circumvent limitations on calls and use;

iv. defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements;

v. create multiple versions of Vendor Applications that access the MedChart Platform for the same or similar usages (e.g. creating customer-specific versions of Vendor Applications);

vi. copy, reformat, reverse-engineer, or otherwise modify the MedChart Platform, access credentials, or our website or content;

vii. download, scrape, post or transmit (in any form or means) any part of our website or content;

viii. use User Data to assist with any unsolicited marketing communication (electronic or otherwise) to any person;

ix. transfer any User Data, in the form provided through the MedChart Platform, to any third party;

x. permit any third party to use any User Data, for any purpose not directly related to your advertised service offering, including but not limited to the on-sale of transactional bank feed data or any revenue generating product or services;

xi. create an API or similar function designed to help you enhance your websites and/or Vendor Applications that functions substantially the same as any of our APIs and offer it for use by third parties;

xii. access the MedChart Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the MedChart APIs; or

xiii. authorize, permit, enable, induce or encourage any third party to do the above.  

(h) MedChart shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit Vendor Application, systems and records to confirm Vendor’s compliance with the Terms, including without limitation Vendor’s compliance with MedChart’s requests and requests from Users, as applicable, to delete User Data obtained through the MedChart Service or otherwise through our MedChart Platform. If requested, you must provide us with proof that your Vendor Application complies with these Terms.

7. Representations, Covenants, and Warranties; Disclaimer.

7.1 Vendor Representations, Covenants and Warranties.

You are solely responsible for your use of the MedChart Platform, Vendor Applications and any data or content that you use with the MedChart Platform.  You represent, warrant and covenant with MedChart that:  you have full power and authority to enter into and perform these Terms;  your use of the MedChart Platform and Vendor Applications will not violate any third party rights (including Intellectual Property Rights and rights of privacy or publicity) or any Applicable Laws, including without limitation those relating to privacy, data protection, CASL, or anti spam; Vendor Application and User Data will only contain Personal Information in respect of which  Vendor has provided all notices and disclosures (including to each user and its end users), obtained all applicable consents, and permissions and otherwise has all authority, in each case as required by and in compliance with Applicable Laws, including applicable privacy laws, to enable MedChart to provide the MedChart Service, including without limitation with respect  to the collection, storage, access, use, disclosure, processing, transmission and transfer of Personal Information,  including by or to MedChart and to or from all applicable third parties; all information you provide to MedChart is and will be true, accurate, and complete; and  you will not interfere with MedChart’s business practices, the way in which it offers the MedChart Service or the MedChart Platform or any third party products or networks used with the MedChart Platform.   Without limiting the foregoing, to the extent the MedChart Service including the sending of any email, text messages or other electronic communications by or on behalf of Vendor,  Vendor represents and warrants to, and covenants with MedChart  that MedChart  shall comply with all Applicable Laws, including all applicable notice, consent, message form, content and unsubscribe requirements under applicable privacy and anti-spam laws (including Canada’s anti-spam legislation) and Vendor shall solely be responsible for maintaining records sufficient to demonstrate its compliance with such Applicable Laws. MedChart will use the User Data performing the MedChart Service “as is”, and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness, or completeness of the User Data. Vendor’s responsibilities in these Terms apply notwithstanding that MedChart may provide templates, samples, guidance or suggestions relating to any matters that are Vendor’s responsibilities under these Terms.

 7.2 Disclaimers.

THE MEDCHART PLATFORM, MEDCHART SERVICE AND ALL OTHER MEDCHART PROPERTY ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDCHART AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. MEDCHART MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE MEDCHART PLATFORM OR ANY MEDCHART PROPERTY, (B) THAT MEDCHART WILL CONTINUE TO OFFER THE MEDCHART PLATFORM OR (C) THAT USE OF ANY MEDCHART PROPERTY WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET PARTNER’S REQUIREMENTS OR EXPECTATIONS.

8. Vendor Indemnities.

Vendor will indemnify, defend and hold MedChart, its licensors, its affiliates and their respective officers, directors, employees and agents (each a “MedChart Indemnitee”) harmless, from and against any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by a MedChart Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) arising from or in connection with: (a) Vendor’s use of the MedChart Service; (b) Vendor Applications and Vendor’s relationships or interactions with any users or third party of Vendor Applications or Vendor’s breach of any Vendor Terms or Vendor Privacy Policy; (c) User Data; (d) Vendor’s breach or alleged breach of these Terms including any Supplementary Term; or (e) Vendor’s breach or violation of any Applicable Law. MedChart may at its own expense participate in the defense and settlement of any claim with its own counsel, and Vendor shall not settle a claim without MedChart’s prior written consent.

9. Limitation of Liabilities

The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(A) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF MEDCHART IN CONNECTION WITH OR UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $1,000.00. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.  

(B) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MEDCHART BE LIABLE TO THE VENDOR FOR ANY: (A) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOST OR LOSS OF (I) SAVINGS, (II) PROFIT, (III) DATA, (IV) USE, OR (V) GOODWILL; (C) BUSINESS INTERRUPTION; (D) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (E) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE MEDCHART SERVICE OR THESE TERMS (INCLUDING RELATED TO VENDOR’S RELATIONSHIP WITH ANY USER), REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

10. Ownership; Reservation of Rights.

(Vendor is and will be the exclusive owner of all Vendor Applications, subject to MedChart’s rights in any underlying MedChart Property (defined below). Vendor will provide MedChart with a reasonable number of copies of or other access to Vendor Applications. During the term of these Terms, Vendor hereby grant to MedChart a fully paid-up, royalty-free, non-exclusive, worldwide, irrevocable, sublicensable, transferable, right and license to: (a) use, perform, and display Vendor Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making Vendor Application available to users; and (b) link to and direct users to Vendor Application.  

(b) The MedChart Service contain proprietary and trade secret information of MedChart.  MedChart or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to: (a) the MedChart Service; (b)  anything used, developed or delivered by or on behalf of MedChart  under these Terms; (c) MedChart Confidential Information;  and (d) any other products and services, and all related technology, websites and content, and any modifications, enhancements, or derivative works of the foregoing (collectively “MedChart Property”).  Vendor will acquire no rights to any MedChart  Property other than the license or access rights that may be expressly agreed pursuant to these Terms.  All rights not expressly granted by MedChart  to Vendor under these Terms are reserved.  

(c) As between Vendor and MedChart, MedChart shall own all right, title and interest including all Intellectual Property Rights in and to any User Data that MedChart receives as a result of a User’s installation or use of a Vendor Application, and all such User Data shall be subject to the MedChart Service Terms.  

(d) MedChart may reveal Personal Information about vendors, developers and users for attribution purposes, handling inquiries from users or potential users, and other purposes MedChart reasonably deems necessary under these Terms. MedChart may access, preserve, and disclose your Personal Information and your account details if required to do so by Applicable Law or in a reasonable belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of MedChart, its affiliates or partners, its users, or the general public.  

(e) Vendor grants to MedChart a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, full paid up license to use and incorporate into the MedChart Portal, any suggestion, enhancement request, recommendation, correction or other feedback provided by Vendor or users relating to the operation of the MedChart Service (“Feedback”).  Nothing in these Terms will restrict MedChart’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Vendor or Users and without any obligation to the Vendor or any User. MedChart  is not obligated to use any Feedback.

11. Confidential Information  

(a) MedChart may provide certain information of MedChart or any of its licensors that has or will come into the possession or knowledge of the Vendor in connection with or as a result of entering into these Terms, including information concerning the MedChart’s past, present or future customers, users, suppliers, technology or business (“MedChart Confidential Information”).  For avoidance of doubt, MedChart Confidential Information includes without limitation: (i) MedChart Property; (ii) your access keys or logins for the MedChart Platform; (iii) any non-public elements of the MedChart Platform or any pre-release information about the MedChart Service; and (iv) anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances. MedChart Confidential Information does not include, except with respect to Personal Information: (a) information already known or independently developed by Vendor without access to MedChart’s Confidential Information; (b) information that is publicly available through no wrongful act of Vendor; or (c) information received by Vendor from a third party who was free to disclose it without confidentiality obligations.  

(b) Vendor hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under these Terms:

i. disclose any MedChart Confidential Information to third parties, other than Vendor’s employees having a “need to know” and that have entered into written agreements no less protective of such MedChart Confidential Information than these Terms and to such other recipients as the MedChart may approve in writing.
ii. use Confidential Information of MedChart except to exercise its rights or perform its obligations under these Terms; or  
iii. alter or remove from any MedChart Confidential Information of the MedChart any proprietary legend.  

(c) Vendor will take reasonable precautions to safeguard the MedChart Confidential Information.  Those precautions will be at least as stringent as the precautions that Vendor takes to protect its own Confidential Information of a similar type.    
(d) Vendor shall not disclose any information to MedChart that Vendor considers to be confidential. To avoid any potential confusion, Vendor agrees that any unsolicited information it provides to MedChart in relation to the MedChart Service will be non-confidential and that MedChart may use it under the same terms as for Feedback above.  
(e) Vendor agrees: (i) that no adequate remedy exists at law if it breaches any of its obligations in this Section 11; (ii) that it would be difficult to determine the damages resulting from its breach of this Section 11 and that such breach would cause irreparable injury to MedChart; and (iii) that a grant of injunctive relieve provides the best remedy for any such breach, without any requirement that MedChart proves actual damage or post a bond or other security. Vendor waives any opposition to such injunctive relief or any right to such proof, bond, or other security.  

12. Term and Termination

12.1 Term.  

These Terms remain in effect from the Effective Date and will continue until terminated (“Term”).  

12.2 Termination.

(a) Vendor may at any time and without cause, terminate this Agreement or any Supplementary Term (in each case, in whole or in part), upon thirty (30) days written notice to MedChart.
(b) MedChart may, at any time and without cause, terminate this Agreement or any Supplementary Term (in each case, in whole or in part), upon thirty (30) days written notice to Vendor. In addition, your access to the MedChart Service may be terminated or suspended by MedChart at any time at MedChart’s sole discretion. MedChart may immediately terminate your right to use the MedChart Service or this Agreement if we believe that Vendor has violated these Terms, if we believe the use of Vendor Application with the MedChart Service is not in our or our users’ best interests, if we cease to offer the MedChart Service or as required by Applicable Laws. (Termination or suspension of Vendor’s access to the MedChart Service may negatively affect Users who use Vendor Application, and Vendor is responsible to ensure that all Users who access or use Vendor Application are aware of this risk.  
(c) Either party may terminate these Terms by giving to the other party written notice of termination upon the occurrence of any of the following events:  (i) the other party breaches or defaults on any of the material terms or conditions of these Terms and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (ii) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.  

12.3 Effect of termination.

Upon the expiry or any termination of these Terms:  

(a) all Supplementary Terms will terminate.  
(b) all rights and licenses granted to Vendor will terminate immediately and Vendor (and all its users) must stop using all MedChart Property (unless you have a separate right to use them under another agreement with MedChart);  
(c) upon written request from Vendor, MedChart will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Vendor Application from MedChart’s website and the MedChart Service. MedChart has no other obligation to delete copies of, references to, or links to Vendor Application;  
(d) at MedChart’s discretion, Vendor will return, delete or destroy any MedChart Property provided by MedChart to Vendor; and  
(e) no expiration or termination will affect Vendor’s obligation to pay all amounts that may have become due before such expiration or termination or entitle Vendor to any refund.  

12.4 Survival.

‍Upon any termination or expiration of these Terms, provisions contained in these Terms that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of these Terms, including Sections 5, 6, 7, 8, 9, 10, 11, 12.3, 12.4 and

13. General

(a) Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given.  Notices must be sent: (i) if to MedChart to the following address:  

MedChart Inc.
503 – 460 Richmond St W, Toronto, ON, M5V 1Y1
Attention: Legal Dept.
Email: legalnotices@medchart.ca

and (ii) if to Vendor, to the current postal or email address that MedChart has on file with respect to Vendor. MedChart may change its contact information by posting the new contact information on its website or by giving notice thereof to Vendor.  

(b) Vendor is responsible for keeping its contact information on file with MedChart current at all times during the Term. Vendor will not assign these Terms to any third party without MedChart’s prior written consent.  Any purported assignment or delegation by Vendor in violation of this Section will be null and void. MedChart may assign these Terms or any rights under these Terms to any third party without Vendor’s consent.  These Terms enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.

(c) These Terms will be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Vendor hereby consents to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of, in connection with or related to these Terms. Notwithstanding the foregoing,  this choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

(d) Vendor will not to directly or indirectly export or re-export any of the MedChart Service without first obtaining all required licenses, permits and permissions required under Applicable Law.  MedChart makes no representation or warranty that the MedChart Service may be exported without Vendor first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.

(e) Neither party will be liable for delays or failures of performance caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, computer attacks or malicious acts, pandemics or public health emergencies, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (each, a “Force Majeure”).The foregoing will not apply to any Vendor’s obligations under Sections 3, 5, 6, 8, 10, 11 or payment obligations under these Terms or any Supplementary Term.

(f) The parties’ rights and remedies under these Terms are cumulative. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from these Terms and the remaining provisions will remain in full force and effect.

(g) A  waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(h) party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other.  Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.

(i) Except as set forth in Section 2 (Registration) regarding the MedChart Service Terms, these Terms (including all Supplementary Terms) constitute the entire agreement between MedChart and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us. They do not create any third party beneficiary rights. If you do not comply with these Terms, and MedChart does not take action right away, this does not mean that MedChart is giving up any rights that it may have (such as taking action in the future).  Any terms and conditions appearing on a purchase order or similar document issued by Vendor, or in Vendor’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the MedChart Service; (ii) do not override or form a part of these Terms (including without limitation any order form or addendum); and (iii) are void.

(j) conflict or inconsistency between the body of these Terms and any Supplementary Term, the following descending order of priority will apply to the extent of such conflict or inconsistency: the body of these Terms; and the Supplementary Term, with equal priority, provided however, that the terms and conditions of the applicable Supplementary Term will prevail over the body of these Terms to the extent the applicable Supplementary Term expressly refers to the provisions of the body of these Terms over which it prevails.

(k) The parties will execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of these Terms.

(l) Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.  

(m) It is the express wish of the parties that these Terms and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

‍VENDOR APP PROGRAM SUPPLEMENTARY TERM

This Supplementary Term applies in addition to, and should be read in conjunction with the Terms, which are incorporated in this Supplementary Term by reference to the extent applicable and which govern matters in relation to Vendor’s activity on the MedChart Platform or the Program, respectively. In the event of any inconsistency between this Supplementary Term and Terms, the Terms will take priority.  Capitalized terms not otherwise defined in these Supplementary Term will have the meanings ascribed to such terms in the Terms. This Supplementary Term governs MedChart’s relationship with Vendor for the third party vendor application program (the “Program”).  

1. Program Prerequisites. To be eligible for the Program, Vendor must meet the following prerequisites:  

- Register to become an Vendor;
- Integrate Vendor Application with MedChart through the MedChart API or such other means as agreed by MedChart; Demonstrate your integration to the MedChart API;
- Run a successful pilot of the integration with a range of MedChart’s customers; Develop and maintain sufficient end user documentation for the integration; and
- Comply with any other requirements that MedChart may, in its sole discretion, require from time to time.  

Vendor status as a Vendor will not be confirmed until the above steps are complete to MedChart’s satisfaction. MedChart reserves the right to accept or decline any organization or entity becoming a Vendor. MedChart also reserves the right to terminate its relationship with any existing Vendor at any time.

2. Vendor Ongoing Obligations.

To maintain status as a Vendor, Vendor shall:

- Maintain compliance with the Terms;
- Never abuse the relationships with the wider MedChart ecosystem with unsolicited email campaigns or other actions or inactions;
- Keep all branding and promotional material up to date;
- Actively support and maintain Vendor Application and all integrations; and
- Otherwise act in good faith in your use of MedChart and the integration.

3. Revenue Sharing.  

Once Vendor has been accepted to the Program, MedChart will be entitled to receive the revenue share per the Revenue Share Supplementary Term agreed to by the parties. Each Vendor that enters into a revenue share Supplementary Term is a “ Revenue Share Vendor.” During the term of the Revenue Share Period (as defined and set out in the applicable revenue share Supplementary Term), MedChart will be entitled to a revenue share based on subscriptions or transactions to Vendor Application via the MedChart Platform. The specifics, terms and conditions of the revenue share payable by Vendor to MedChart will be set forth in the revenue share Supplementary Term.

4. Duration of these Supplementary Term.

This Supplementary Term is effective immediately upon Vendor being confirmed as a Vendor, as applicable, by MedChart, and remains in force until earlier terminated as provided in the Terms.  Without limiting Section 12 of the Terms, MedChart may terminate this Supplementary Term for any reason on notice to Vendor.  MedChart may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, suspend Vendor’s participation in the Program at any time, cancel or modify the Programs in its entirety, at any time. If this Supplementary Term is terminated by MedChart for any reason, Vendor will no longer be able to participate in, or receive the benefits of, the Program. For the avoidance of doubt, notwithstanding the termination of this Supplementary Term, Vendor will still be subject to the Terms to the extent Vendor uses any part of the MedChart Service.