Last Updated April 23, 2019

BACKLINE PRODUCT TERMS OF USE

DrFirst Healthcare Innovations, Ltd. (“DrFirst,” “we,” or “us”) has agreed to provide online and mobile application services related to the administration of healthcare known as “Backline” (collectively, “Services” ) to entities involved in the provision of healthcare who subscribe to the Services (“Subscribers”) as well as individuals who are involved in or support those involved in healthcare, along with those individuals with whom those Subscribers seek to correspond (“End Users” or “you”). The Services may be accessed online through our web site accessible at the URL https://backline.akariobl.com (the “Site”) or through a mobile device by searching for the “Backline” mobile application (“Application”). Backline is a communication tool, available on the Site and within the mobile application, which allows healthcare providers, administrators, and support personnel to send and receive secure instant messages to individuals and groups. The Application is provided to End Users only under the terms of use below (the “Terms”).

THIS IS A LEGALLY BINDING AGREEMENT between us and you. PLEASE READ THE TERMS CAREFULLY. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM AND ANY LATER MODIFICATIONS. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, YOUR RIGHT TO ACCESS AND USE THE SERVICES CANNOT BE GRANTED. IF YOU ARE IN THE PROCESS OF ELECTRONICALLY REGISTERING OR ONBOARDING FOR A SPECIFIC SESSION AND YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD DISCONTINUE THE REGISTRATION OR ONBOARDING PROCESS.

A. END USER REQUIREMENTS
By agreeing to these Terms as an End User, you represent that you are operating, as an End User, Web Based End User (as defined below), or Subscriber in order to communicate in the facilitation of a healthcare activity such as treatment, payment, or healthcare operations. A “Web Based End User” is an individual who is not affiliated with a Subscriber and to whom a Subscriber or End User has sent a message through the Services. You must be a Subscriber, End User, or Web Based End User during such time as you access and use the Services. In the event that you cease to be an End User, Subscriber, or Web Based End User, these Terms will automatically terminate.

B. ACCESS TO SERVICES
For so long as these Terms remain in effect and you remain a properly subscribed, registered End User, the Services will remain available to you in accordance with the agreement that DrFirst has entered into with an applicable Subscriber. You may access the Services by using the Site or by through the Application. Subject to these Terms and during such time as you remain a properly subscribed, registered End User, you are granted a limited, non-exclusive, nontransferable license to access and make use of online features of the Services, and to download, install and operate the mobile Application for the sole purpose of accessing and using the Services. If you are a Web Based End User, your access to the Services is permitted solely to receive a communication from a Subscriber or End User. Any license grant for a Web Based End User: (i) is subject to these Terms; (ii) granted on a limited, non-exclusive, nontransferable basis; and (iii) shall be solely for access to the limited session initiated by an End User or Subscriber.

C. GENERAL RESTRICTIONS ON USE
If you are an End User, Subscriber, or Web Based End User, then the licenses granted to you will remain in force only for so long as these Terms remain in effect or until your subscription/registration is cancelled or terminated. You may not resell, sublicense or otherwise provide access to or use of Services or any of the rights granted to you herein to any third party. You may not use the mobile Application except in connection with your use of Services as authorized by these Terms. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Services, the Application, or the Site. You further agree not to combine or integrate the Services, the Application, and/or the Site with software or technology not provided by us, or modify, further develop or create any derivative product based on the foregoing. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or access the source code from which any component of the Site, Services and/or Application is compiled or interpreted, and nothing in these Terms may be construed to grant any right to obtain or use such source code.

D. GENERAL CONDITIONS ON USE
As an End User or Subscriber, you agree not to use the Services or Application: (a) other than as permitted by applicable privacy and health information legislation, as may be amended from time to time; (b) to violate any local, state, national or international law; (c) to access any Services subscription account other than your own; or (d) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity. You agree to only access, use, and/or disclose the minimum necessary information needed to perform your professional duties. You agree not to access any information or chat logs for any patients that are not under your care and/or treatment. In the event we become aware of your use of the system other than for the purposes outlined in these Terms, we may in our sole and reasonable discretion terminate your account. If you are a Web Based End User, you acknowledge and agree that the information being provided to you by DrFirst is subject to stringent provincial and federal laws and regulations. As a Web Based End User, DrFirst is not acting on your behalf, but facilitating communication to you on behalf of an End User or Subscriber, and you further agree that you will maintain strict confidentiality of the information you receive through the Services.

E. NO WARRANTIES
THE SERVICES, THE SITE, AND THE APPLICATION ARE PROVIDED TO YOU “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DRFIRST AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND SYSTEM INTEGRATION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION SHALL APPLY TO YOU TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. DRFIRST AND ITS AFFILIATES DO NOT WARRANT THAT USE OF THE SERVICES BY END USERS AND WEB BASED END USERS WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. THE SUBMISSION OF ANY INFORMATION THROUGH THE SERVICE, THE APPLICATION AND/OR THE SITE AND THE DOWNLOAD, INSTALLATION AND USE OF APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE: (I) FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR MOBILE DEVICE; (II) FOR ANY LOSS OF DATA THAT MAY RESULT FROM SUCH ACTIVITIES; AND/OR (III) FROM RELIANCE UPON THE SERVICES, THE APPLICATION OR THE SITE. DRFIRST IS NOT THE OWNER OR AUTHOR OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ALL THIRD-PARTY SOFTWARE AND THIRD-PARTY OFFERINGS. ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD-PROTECTED, DRFIRST DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE OR THE APPLICATION, EXCEPT AS MAY BE SET FORTH IN A SECURITY ADDENDUM BETWEEN DRFIRST AND SUBSCRIBER OR END USER; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SITE, THE APPLICATION AND/OR THE SERVICES. DRFIRST DOES NOT GUARANTEE THAT THE “READ” NOTIFICATION IN THE MESSAGE WINDOW MEANS THAT THE INTENDED RECIPIENT HAS ACTUALLY VIEWED THE MESSAGE, MERELY THAT THE MESSAGE HAS BEEN PROPERLY DELIVERED.

F. LIMITATION OF LIABILITY
YOU, AS AN END USER, AGREE THAT YOUR USE OF THE SERVICE, THE SITE AND THE APPLICATION IS AT YOUR OWN RISK. THE DRFIRST SERVICE, THE SITE AND MOBILE APPLICATION ARE SOLELY AVAILABLE TO YOU AS AN END USER, WEB BASED END USER, OR END USER OF A SUBSCRIBER. ACCORDINGLY, YOUR REMEDY AGAINST DRFIRST FOR ANY DAMAGE CAUSED TO YOU BY OR FROM (I) BUSINESS INTERRUPTION, (II) LOSS OR INACCURACY OF INFORMATION, OR (III) YOUR USE OR INABILITY TO USE THE SERVICES, THE SITE AND/OR THE APPLICATION SHALL BE SOLELY LIMITED TO CANCELLATION OF YOUR REGISTRATION TO ACCESS THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF DRFIRST WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM RELATING TO THE PROVISION OF THE SERVICES TO YOU AND DRFIRST WOULD NOT ALLOW YOU OR THE APPLICABLE SUBSCRIBER TO PERMIT YOUR ACCESS AND/OR USE OF THE SERVICES WITHOUT THIS LIMITATION.
PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN LIABILITIES. AS SUCH, THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO YOU TO THE EXTENT PERMITTED BY APPLICABLE LAW.

G. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT DRFIRST’S OPTION, DEFEND DRFIRST (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION VENDERS TO THE SITE OR SERVICE) FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, COSTS AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS BY YOU OR, IF APPLICABLE, ANY ACTIVITY RELATED TO YOUR ACCOUNT FOR WHICH YOU ARE RESPONSIBLE (INCLUDING ANY NEGLIGENT OR WRONGFUL CONDUCT, AND INCLUDING YOUR FAILURE TO ENSURE THAT YOU AND/OR OTHER REGISTERED END USERS IN YOUR CONTROL ARE LICENSED MEDICAL PROFESSIONALS WITH THE RIGHT TO PRESCRIBE MEDICINE) BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES USING YOUR ACCOUNT.
PLEASE NOTE THAT SOME JURISDICTIONS LIMIT THE EXTENT TO WHICH A PARTY MAY INDEMNIFY ANOTHER. AS SUCH, THE FOREGOING INDEMNITY WILL APPLY TO YOU TO THE EXTENT PERMITTED BY APPLICABLE LAW

H. TERMINATION
You may terminate these Terms at any time and for any reason by discontinuing your access and use of the Services, the Site, and the Application. We may terminate these Terms without notice or, at our option, temporarily suspend your access to the Services the Site, and/or the Application in the event that you breach these Terms. Notwithstanding the foregoing, we also reserve the right to terminate these Terms at any time and for any reason by providing notice to you in accordance with these Terms. After termination of these Terms for any reason, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms will immediately cease, and you agree to promptly remove the Application and any copies thereof from your mobile device(s), or your End Users’ mobile device(s), and to destroy any confidential information of ours that you may possess. If you are the Subscriber (as well as the End User) and we terminate these Terms for reasons other than your breach, upon making a request within thirty (30) days from the date of termination, we will refund a pro rata share of any fees or other charges prepaid by you, provided that all fees and other charges prepaid by you are otherwise non-refundable. You agree to pay any amounts accrued but remaining unpaid as of termination.

I. APPLICABILITY OF TERMS AFTER TERMINATION
The following provisions will survive the termination of these Terms: sections E, F, G, J, N, and O.

J. ACCOUNT INFORMATION
Subject to applicable laws, DrFirst reserves the right to share certain account or other information with governmental organizations or other third parties when it believes in good faith that the law or legal process requires it, or when it is necessary to do so to protect the rights or property of DrFirst or others. A password and/or unique user I.D. will be provided to you. You are responsible for maintaining the confidentiality of such passwords and/or user I.D., and you agree that you will be responsible for all use of any such password and/or user I.D., including any access to, or use of, the Services by unauthorized persons. In the event that your password and/or user I.D. is lost or stolen, please notify your Application Administrator immediately so that a new password or user I.D. may be issued promptly.

K. MODIFICATIONS TO TERMS
We may change these Terms from time to time. We will notify you of any such changes via e-mail (if you have provided a valid email address) and/or by posting notice of the changes on the Site. Except as may otherwise be required in the Privacy Policy, any such changes will become effective when notice is received or when posted on the Site, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate these Terms. Continued use of the Services, the Site and/or the Application following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain aspects of the Services may be subject to additional terms of use. By using such aspects, or any part thereof, you agree to be bound by the additional terms of use applicable to such aspects. In the event that any of the additional terms of use governing such aspects conflict with these Terms, the additional terms will govern.

L. MODIFICATIONS TO SERVICES
We reserve the right to modify or discontinue the Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services, except as set forth in section F above. If you object to any such changes, your sole recourse will be to terminate these Terms. Continued use of the Services, the Site, or the Application following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified.

M. OWNERSHIP
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the Site and all Application, and all information, content, software and materials provided by or on behalf of DrFirst. You may not copy, reproduce, distribute or create derivative works from such information, content, software and materials or remove any copyright or other proprietary rights notices contained in such information, content, software and materials without the copyright owner’s prior written consent.

Your feedback is welcome and encouraged. You agree, however, that (i) by submitting unsolicited ideas to DrFirst, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to DrFirst or any of its employees or representatives automatically become the property of DrFirst.

N. REPRESENTATIONS AND WARRANTIES
You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Services.

O. GENERAL TERMS
You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of the Services, the Site, the Application or the transactions contemplated in these Terms. Any attempt by you to sublicense, assign or transfer any of the rights, duties or obligations hereunder or to exceed the scope of these Terms is void. DrFirst may assign these Terms. These Terms will be subject to and construed in accordance with the laws of the Province of Ontario, excluding conflict of law principles. You consent to jurisdiction and venue in the Province of Ontario. These Terms constitute the entire agreement between you and DrFirst with regard to the matters described herein and govern your use of the Services, the Site and the Application, superseding any prior agreements between you and DrFirst with respect thereto (except as described in section I above). The failure of DrFirst to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. You remain responsible for any applicable carrier, data use, or similar fees associated with use of the Application or Services on a mobile device.

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