These Terms of Service (the "Terms") form a legally binding agreement between MedMe Health, Inc. ("MedMe," "we," "us," or "our") and the entity or person agreeing to them ("Customer" or "you"). They govern your access to and use of the MedMe pharmacy clinical platform, including websites, applications, APIs, and related services (collectively, the "Service"). If you have signed a separate written master agreement, order form, or enterprise contract with MedMe, that agreement controls; these Terms apply where it is silent.
1. Acceptance
By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a pharmacy, company, or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Service.
You must be at least 18 years of age and a licensed healthcare professional, an authorized representative of a pharmacy, or an authorized employee thereof, to use the pharmacist-facing Service.
2. Definitions
"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to use the Service.
"Customer Data" means all electronic data submitted by, on behalf of, or for Customer through the Service, including patient health information processed by Customer through the Service.
"Documentation" means MedMe's then-current published guides, technical specifications, and policies for the Service.
"Order Form" means a document executed by Customer specifying the Service tier, fees, term, and other commercial details.
"Subscription Term" means the period of paid access set out in the applicable Order Form.
3. Use of service
Subject to Customer's compliance with these Terms and payment of applicable Fees, MedMe grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes.
Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:
- License, sublicense, sell, resell, lease, transfer, assign, distribute, or otherwise commercially exploit the Service;
- Modify or make derivative works of the Service;
- Reverse engineer, decompile, or attempt to discover the source code of the Service;
- Use the Service to send spam, malicious code, or otherwise unlawful material;
- Interfere with or disrupt the integrity or performance of the Service;
- Use the Service to build a competitive product or service.
Authorized Users. Customer is responsible for the activities of all Authorized Users, including their compliance with these Terms. Customer shall maintain the confidentiality of all login credentials and notify MedMe promptly of any unauthorized use.
4. Subscription & payment
Fees. Customer shall pay all fees set out in the applicable Order Form ("Fees"). Except as otherwise specified, Fees are: (a) based on Service subscriptions, not actual usage, (b) payment obligations are non-cancelable and Fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term.
Invoicing & payment. Fees will be invoiced in advance, annually unless otherwise stated. Invoices are due within 30 days of issue. Overdue amounts may accrue interest at 1% per month, or the maximum permitted by law. If Customer fails to pay, MedMe may suspend the Service after 30 days' written notice.
Taxes. Fees are exclusive of taxes. Customer is responsible for sales, use, GST, HST, PST, value-added, withholding, and similar taxes (excluding taxes on MedMe's net income).
Auto-renewal. Subscription Terms automatically renew for successive periods of the same length as the original term, unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.
5. Customer data
Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants MedMe a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and use Customer Data solely as necessary to provide and maintain the Service and to perform MedMe's obligations under these Terms.
Privacy & security. MedMe will process Customer Data in accordance with the MedMe Data Protection Addendum (the "DPA"), our HIPAA Business Associate Agreement where applicable, and the applicable provincial information-management agreement in Canada. MedMe maintains administrative, physical, and technical safeguards consistent with industry-recognized security standards including SOC 2 Type II and HITRUST CSF.
Customer obligations. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and intellectual-property ownership of Customer Data. Customer represents that it has obtained all necessary consents from data subjects to permit MedMe's processing as contemplated by these Terms.
Service-generated data. MedMe may collect and use de-identified, aggregated data derived from the Service for benchmarking, analytics, and product improvement, provided that no Customer or individual is identifiable from such data.
6. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, given the nature of the information or circumstances, should reasonably be understood to be confidential. Each party will (a) protect the other's Confidential Information using the same degree of care it uses for its own (no less than reasonable care), (b) use such information only as necessary to perform under these Terms, and (c) limit access to those who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. The receiving party may disclose Confidential Information if required by law, provided it gives prompt notice to the disclosing party (where permitted) and reasonable cooperation in seeking protective treatment.
7. Intellectual property
MedMe and its licensors own and retain all right, title, and interest in and to the Service, the underlying software, the Documentation, and all related intellectual property rights. No rights are granted to Customer except as expressly set forth in these Terms. Customer may from time to time provide suggestions, feedback, or ideas regarding the Service ("Feedback"). MedMe will be free to use Feedback in connection with the Service without restriction or compensation.
8. Warranties
By MedMe. MedMe warrants that during the Subscription Term, (i) the Service will perform materially in accordance with the Documentation, and (ii) MedMe will not materially decrease the functionality of the Service.
By Customer. Customer warrants that it has all rights necessary to provide Customer Data to MedMe and to permit MedMe's processing as contemplated by these Terms.
DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND MEDME DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MEDME DOES NOT PROVIDE MEDICAL OR PHARMACY ADVICE; CUSTOMER AND ITS PROFESSIONALS ARE SOLELY RESPONSIBLE FOR CLINICAL JUDGMENT.
9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) WILL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR (B) ANY LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS DO NOT APPLY TO BREACHES OF CONFIDENTIALITY, INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY, OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
10. Indemnification
By MedMe. MedMe will defend Customer against third-party claims that the Service infringes or misappropriates a third party's intellectual property rights, and will pay damages finally awarded (or settlement amounts approved by MedMe).
By Customer. Customer will defend MedMe against third-party claims arising from Customer Data, Customer's misuse of the Service, or Customer's breach of representations regarding rights to provide Customer Data, and will pay damages finally awarded (or settlement amounts approved by Customer).
Procedure. The indemnified party shall provide prompt notice, reasonable cooperation, and control of defense and settlement to the indemnifying party. The indemnifying party may not settle any claim that imposes obligations on or admits liability of the indemnified party without that party's prior written consent.
11. Termination
Term. These Terms commence on the effective date of the first Order Form and continue until all Subscription Terms have expired or these Terms have otherwise been terminated.
For cause. Either party may terminate these Terms (and any Order Form) if the other materially breaches these Terms and does not cure within 30 days of written notice. Either party may terminate immediately upon the other's bankruptcy, insolvency, or assignment for the benefit of creditors.
Effect. Upon termination: (a) Customer's right to use the Service immediately ceases; (b) Customer remains liable for any unpaid Fees; (c) MedMe will, upon request and within 60 days, make Customer Data available to Customer for export, after which MedMe may delete it; (d) provisions that by their nature are intended to survive termination (including IP, confidentiality, liability, and indemnification provisions) will survive.
12. Governing law & jurisdiction
If Customer is located in Canada, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario in Toronto.
If Customer is located in the United States, these Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13. Changes to terms
MedMe may update these Terms from time to time. We will provide notice of material changes by email to the address on file or through the Service at least 30 days before they take effect. If you do not agree to the updated Terms, you may terminate the affected Order Form at the end of the then-current Subscription Term by written notice.
14. General
Independent contractors. The parties are independent contractors. No partnership, joint venture, or agency is created.
Force majeure. Neither party is liable for delays or failures (other than payment) caused by circumstances beyond reasonable control.
Assignment. Neither party may assign these Terms without prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
Notices. Notices to MedMe must be sent to legal@medmehealth.com with a copy to MedMe Health, Inc., 100 King Street West, Suite 1300, Toronto, ON M5X 1A9.
Severability. If any provision is held invalid, the rest will continue in full force and effect.
Entire agreement. These Terms, together with all Order Forms and the DPA/BAA, constitute the entire agreement between the parties on this subject.
15. Contact
For questions about these Terms, please contact us at legal@medmehealth.com.