Effective as of [DATE DE MISE EN LIGNE]
This document sets out the obligations and conditions governing your access to and use of the Evolutio mobile application (the “Agreement”).
1.Purpose and agreement
- This Agreement constitutes a binding agreement between Evolutio and the User. Where the User is an employee, contractor, agent, representative or any other individual who is not themselves the Professional providing Professional Services via the App, this Agreement also constitutes a binding agreement between Evolutio and the Professional. You hereby represent and warrant to Evolution that you have the power and capacity to enter into this Agreement on your own behalf and on behalf of any appliable the Professional.
- This Agreement applies and shall be understood to have been accepted by you and any applicable Professional from the moment that you access the App or use the Evolutio Services, create an Identifier or otherwise confirm your acceptance electronically. If you do not agree to all the terms of this Agreement, you are not authorized to use the Evolutio Services.
- THIS AGREEMENT IS SUBJECT TO CERTAIN DISCLAIMERS AND LIMITS OF LIABILITY SET OUT IN SECTION 13 BELOW. YOUR USE OF THE APP CONSTITUTES ACCEPTANCE OF THESE DISCLAIMERS AND LIMITS OF LIABILITY BY YOU AND THE APPLICABLE PROFESSIONAL.
In this Agreement:
- “App” means the Evolutio mobile application, which allows certain healthcare Professionals (as defined below) to be put into contact with Clients.
- “Client(s)” means the natural person (individual) authorized to access and use the Evolutio Services and to whom Identifiers have been issued, and more specifically designates the client benefiting from the Professional Services.
- “Evolutio” means Application mobile Evolutio inc., the company that developed and marketed the App and that has a business address at 74 rue Fortier, Gatineau, Quebec, Canada, J8Y 4R7.
- “Evolutio Services” means the services provided by Evolutio via the App, including (i) the ability to make appointments between a Professional and a Client for the delivery of Professional Services by a Professional, to conduct consultation, sessions or courses via the App, to exchange of information between Professionals and the Client via the App, to conduct transactions via the App (provided through the App’s “Market Place”) through which it is possible to purchase, among other things, programs, courses and sessions as well as other products and services of a Professional, and to automatically produce receipts; the delivery of the App notification system; the App instant messaging service, the App exercise bank, statistics and any other App service.
- “Fees” has the meaning set out in Section 3.2.
- “Identifier” has the meaning set out in Section 9.1.
- “Information” or “Content” means any information or content made available through the App.
- “Professional” means a person, whether an individual, partnership, association, trust, unincorporated organization or corporate organization, providing Professional Services to Clients via the App, practicing in the musculoskeletal field, such as physiotherapists, osteopaths, kinesiologists, rehabilitation technicians, private trainers, but expressly excluding any medical doctors.
- “Professional Service(s)” means consultations, treatments, programs, prescriptions, advice, assessments and any other services or products provided by Professionals to Clients, whether directly or indirectly.
- “User Data” means any information, data or document entered or transmitted by or about a Client or Professional in connection with the use of the Evolutio Services.
3.Subscription and pricing
- The cost of a basic subscription to use the App as, or on behalf of, a Professional, as well as any supplemental fees for additional service packages that are available from Evolutio, are the subscription fees set out on the Evolutio website located at [URL], in the App, or as otherwise communicated to you at the time of your subscription, plus any applicable taxes. All fees are charged monthly in advance and will be automatically charged to the credit card provided when creating your user account. All fees are non-refundable. Evolutio reserves the right to increase its fees from time to time but all such increases shall be communicated to you at least 30 days prior to increase.
4.Termination of services or agreement
- Subject to Section 9.3 below, Evolutio may terminate the Agreement effective immediately and without further notice to you if: (i) Evolution has any information, knowledge or belief that the professional on who’s behalf the App is being used is not a Professional as defined herein, or may not be qualified, authorized or otherwise able to perform the Professional Services; or (ii) you remain in default of performing your obligations under this Agreement following receipt of a thirty (30) day notice of default to this effect. Evolutio may also, in the event of (i) or (ii) above, elect, in its sole discretion, to suspend the Evolutio Services until you have remedied the default.
- You can end your subscription at any time by terminating your subscription, but no refund will be made by Evolutio. You will have access to your account until the end of the month for which you paid. In order to give full effect to the foregoing, you expressly waive your right to terminate the Agreement unilaterally and without cause, as provided for in article 2125 of the Civil Code of Quebec.
- BY ENDING YOUR SUBSCRIPTION, YOU UNDERSTAND AND ACCEPT THAT YOU MAY LOSE YOUR DATA AND INFORMATION, AND THE INFORMATION OF YOUR CLIENTS, THAT WAS PROVIDED OR SAVED THROUGH THE APP FOREVER. EVOLUTIO MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL BE ABLE TO RECOVER THIS DATA OR INFORMATION SHOULD YOU RENEW YOUR SUBSCRIPTION. IF YOU ARE REQUIRED BY LAW OR ANY OTHER PROFESSIONAL OBLIGATION TO RETAIN YOUR CLIENTS’ DATA OR OTHER INFORMATION FOR A CERTAIN PERIOD OF TIME, IT IS YOUR SOLE RESPONSIBILITY TO EXTRACT THE DATA REQUIRED FOR THIS PURPOSE FROM THE APP BEFORE THE END OF YOUR SUBSCRIPTION.
- Only the Evolutio Services are provided by Evolutio to any Professional and any Client. Professional Services are in no way performed by Evolutio and Evolutio is in no way involved in the delivery of Professional Services.
- You acknowledge and agree that you and the applicable Professional bear sole and full responsibility for any contracts, terms of sale, or other business terms that relate to the provision of any Professional Services to Clients or other persons.
- You acknowledge and agree that Evolutio is in no way responsible for billing, payment, collection, bad debt, or any other terms and conditions of a commercial relationship with Clients, and that the provision of Professional Services to any Client is strictly at your risk.
- You and the applicable Professional hereby represent and warrant to Evolutio that you will comply with all applicable laws in the delivery of Professional Services as well as the advertising and marketing of Professional Services.
- You and the applicable Professional hereby acknowledge and agree that you are responsible for providing a high standard of service to Clients, and that you and the applicable Professional bear sole responsibility for addressing any complaints that may arise from dealings with you.
- MEDICAL EMERGENCY. THE SERVICES OFFERED ARE NOT AN ALTERNATIVE TO MEDICAL CONSULTATION. IF YOU LEARN THAT A CLIENT OF PATENT REQUIRES THE ATTENTION OF A MEDICAL PROFESSIONAL, YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU MUST REFER THEM TO THE APPLICABLE EMERGENCY OR OTHER MEDICAL SERVICES IMMEDIATELY.
- To open an account allowing you to use the Evolutio Services of the App, you must be eighteen (18) years of age or older and be a resident of the province of Quebec.
- By creating an account on the App, you represent and warrant that you or the applicable Professional (i) are authorized to provide the Professional Services and (ii) holds the requisite and valid licenses or permits required to provide the Professional Services. You hereby acknowledge and understand that the App is not to be used by physicians to communicate with or provide medical services to patients and you hereby represent and warrant that neither you nor any applicable Professional shall use the App to communicate with physical patients or provide medical services to patients.
7.User accounts and identifiers
- The Evolutio Services are only accessible to Users to whom a username and password (the “Identifiers”) have been issued by Evolutio, in accordance with the applicable terms and conditions so that Users can create an account for the purposes of the App. You are responsible for the use that will be made of the Evolutio Services and any access and any use made with the Identifiers issued will be deemed to have been made by you.
- Each User is fully responsible for (i) maintaining the confidentiality and security of the Identifiers, (ii) not disclosing them or permitting their use by third parties, (iii) the compliance of any use of the Identifiers, and (iv) immediately notifying Evolutio if the User knows or suspects that an Identifier has been lost or stolen, or is known to another person or used by another person, by sending a message to firstname.lastname@example.org.
- You hereby acknowledge and agree that Evolutio collects personal information from users of the App in order to be able to provide the Evolutio Services. By accepting this Agreement, you expressly consent to the collection, processing, storage and use of any personal information that you may provide through the App in accordance with these terms and such disclosure as may be given to you from to time within the App.
- Users are responsible for providing the most accurate, truthful, complete and precise medical, health and other applicable information possible. Evolutio is an automated information sharing application and Evolution does not make any decisions about, and does not exercise any discretion over, health, medical or other information that should or should not be shared with Professionals. It is the user’s sole responsibility, when communicating medical, health and other personal information, to only communicate such information as may be necessary or relevant to the delivery of the Evolutio Services and Professional Services.
- Evolutio collects, processes and saves the Client’s personal information in accordance with applicable laws on the protection of personal information. Evolutio implements commercially reasonable measures to ensure the security, confidentiality, integrity, availability and authenticity of the personal information obtained. Evolutio collects, processes and saves Client’s personal information solely and strictly for the purpose of providing the Evolutio Services and facilitating the performance of Professional Services by Professionals.
- YOU HEREBY AGREE, AND REPRESENT AND WARRANT THAT ANY AND ALL PERSONAL INFORMATION COLLECTED BY YOU FROM A CLIENT THROUGH THE EVOLUTIO SERVICES AND THE APP ARE AND SHALL REMAIN CONFIDENTIAL INFORMATION OF THE CLIENT AND SHALL BE USED SOLELY TO PROVIDE THE PROFESSIONAL SERVICES TO THE CLIENT AND TO NO OTHER PERSON. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS REGARDING THE COLLECTION, USE, STORAGE, DISCLOSURE AND OTHER HANDLING OF PERSONAL DATA, WHETHER COLLECTED BY YOU THROUGH THE USE OF THE EVOLUTION SERVICES AND APP, OR COLLECTED IN ANY OTHER MANNER..
- Evolutio may extract, store and use anonymous and aggregated information for the purpose of optimizing the Evolutio Services, analysis and offers of business intelligence services. This anonymous and aggregated information will not include any personal information or the name of the Client, Professionals or their businesses.
9.Right of use
- You are authorized to access and use the App and the Evolutio Services only in accordance with the access rights granted to you under your subscription and in accordance with the conditions stipulated in this Agreement and applicable laws. Evolutio therefore grants you a limited, revocable, non-exclusive, non-transferable license to access and use the App, without the right to grant sublicenses, during the term of the Agreement only (or until the Evolutio Services are suspended or terminated).
- Users must refrain from any action that may affect the accessibility, security, integrity and functionality of the App, the underlying systems of the App, and refrain from any attempt to gain unauthorized access to data or information of other Users. Any use for republication/rebroadcasting, resale or rental is prohibited.
- Evolutio may, without prior notice, and without liability to you or any other person, terminate this Agreement or revoke your authorization to access the App or use the Evolutio Services in the event that you fail to comply with Section 9.2 above and Section 10 below or if this proves necessary in order to prevent or avoid the occurrence of serious damage to the App.
- It is prohibited to use the App for the purposes of disseminating, publishing, transmitting or hosting:
- content that is illegal, illicit or harmful to Evolutio or other users;
- material intended to impersonate a third party;
- material infringing the intellectual property rights of Evolutio or third parties;
- computer viruses, malware, spyware or any other material likely to negatively affect the operation of the Evolutio Services or the App, or to damage the installations and systems of Evolutio or its service providers.
- It is also prohibited to:
- republish, broadcast, or resell the Evolutio Services;
- record or broadcast, in any form whatsoever, consultations, programs, courses or sessions offered by Professionals;
- use the App for any illicit, immoral or illegal purpose;
- use a robot or other automated process to login, copy information or otherwise use the App;
- use the App for commercial purposes or for the benefit of a third party, unless you have parental authority;
- decompile or use reverse engineering processes or any other process or any action aimed at obtaining or inferring the source code of the App or obtaining any other information or any element constituting intellectual or material property of Evolutio.
- Evolutio aims to ensure the highest possible availability of the Evolutio Services and App but does not in any way guarantee uninterrupted access or availability to the Evolutio Services. Without limiting the generality of the foregoing, Evolutio may from time to time interrupt access to the App and the delivery of the Evolutio Services:
- for maintenance of the App;
- for the improvement and installation of new features; or
- for checking and auditing the proper functioning of the Evolutio Services.
13.Disclaimer and limitation of liability
- The availability of Professional products or services through our App or the Evolutio Services does not indicate an affiliation with or endorsement of any product, service, or provider. Accordingly, we do not provide any conditions or warranties with respect to the products or services offered through our App or the Evolutio Services.
- YOU HEREBY REPRESENT AND WARRANT THAT YOU, OR THE PROFESSIONAL WHO YOU REPRESENT, ARE DULY AUTHORIZED TO PRACTICE YOUR PROFESSION AND CARRY OUT THE PROFESSIONAL SERVICES WITHIN THE FRAMEWORK OF THE APP. YOU AGREE AND UNDERSTAND THAT EVOLUTIO DOES NOT PERFORM ANY VERIFICATION OF THE CREDENTIALS OR QUALIFICATIONS OF PROFESSIONALS.
- YOU AGREE AND UNDERSTAND THAT EVOLUTIO IS IN NO WAY INVOLVED AND INCURS NO LIABILITY WHATSOEVER IN CONNECTION WITH THE PERFORMANCE OF THE PROFESSIONAL SERVICES OR THE COMPLIANCE OF CLIENTS WITH THE TERMS OF THEIR USER AGREEMENT WITH EVOLUTIO, INCLUDING WITHOUT LIMITATION, ANY FAILURE BY A CLIENT TO PAY FOR PROFESSIONAL SERVICES OR OTHER PRODUCTS OR SERVICES PURCHASED FROM YOU.
- Neither the App nor the Evolutio Services constitute medical advice.
- ALL PRODUCTS AND SERVICES OFFERED THROUGH THE EVOLUTIO SERVICES OR APP ARE PROVIDED « AS IS » WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (A) OF MERCHANTABILITY; (B) OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- YOU AFFIRM THAT EVOLUTIO SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY OR CONDITION CLAIMS OR FOR ANY DAMAGES ARISING OUT OF YOUR FAILURE TO HONOUR ANY OBLIGATIONS TO CLIENTS OR OTHER USERS.
- SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER CONDITIONS AND WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
- IN NO EVENT SHALL EVOLUTIO OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH THE USE OF THE APP, THE EVOLUTIO SERVICES OR PROFESSIONAL SERVICES (INCLUDING ARISING OUT OF OR RELATING TO LOSS OF USE, DATA, REVENUE, OR BUSINESS INTERRUPTION), REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- THE SOLE AND ENTIRE MAXIMUM LIABILITY OF EVOLUTIO OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR REPRESENTATIVES, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE APP AND EVOLUTIO SERVICES YOU HAVE ORDERED IN THE ONE YEAR PERIOD PRIOR TO ANY CLAIM FOR LOSSES.
- THE LIMITATION OF LIABILITY SET OUT IN SECTION 13.9 SHALL NOT APPLY TO (I) LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND (II) DEATH OR BODILY INJURY RESULTING FROM OUR ACTS OR OMISSIONS.
- YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EVOLUTIO AND ITS EMPLOYEES, AGENTS AND ASSIGNS FROM ALL CLAIMS, DAMAGES, CAUSES OF ACTION, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) AND OTHER COSTS ARISING DIRECTLY OR INDIRECTLY FROM: (I) ANY ACTUAL OR ALLEGED BREACH BY YOU OR THE APPLICABLE PROFESSIONAL OF TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR OBLIGATIONS OF CONFIDENTIALITY AND OBLIGATIONS RELATING TO THE HANDLING OF PERSONAL INFORMATION; (II) AN ALLEGATION THAT ANY CONTENT, INFORMATION, OR USER DATA THAT YOU HAVE SUBMITTED OR TRANSMITTED THROUGH THE APP CONSTITUTES AN INFRINGEMENT, A MISAPPROPRIATION OR ANY OTHER VIOLATION OF COPYRIGHTS, TRADEMARKS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; AND (III) YOUR PROFESSIONAL SERVICES OR YOUR ACTIVITIES OR OMISSIONS RELATING TO THE APP OR CLIENTS.
- Other than the rights expressly granted in this Agreement, access to and use of the App or Evolutio Services will not convey ownership or any other rights in the App, the Content or the underlying technology to you. You may not copy, reproduce, republish, upload, display, transmit, modify, index, catalogue, decompile, mirror image or distribute in any way, the Content of the App, in whole or in part, without the written consent of Evolutio.
- You are expressly prohibited from using any trademarks, trade names, logos, signatures, and slogans (the “Trademarks”) displayed in the App or other information or materials incorporated into the Content, except as expressly permitted herein.
- During the term of this Agreement, it is possible that Confidential Information of Evolutio may be disclosed to you. You may only use any Confidential Information for the purpose of providing the Professional Services and complying with your obligations under his Agreement and shall not, directly or indirectly, either during the term of this Agreement or at any time after its expiration or termination for any reason, use any Confidential Information for your own benefit or purposes, or for the benefit or purposes of any other person or entity, or disclose any Confidential Information to any person or entity, other than to provide the Professional Services to Clients in accordance with the provisions of this Agreement. « Confidential Information » means all information that is disclosed or otherwise provided to you by Clients or Evolutio, whether or not such information is marked confidential, that relates directly or indirectly to a Client or Evolutio’s business, products, customers, services, finances, intellectual property or trade secrets, including, without limitation any financial information, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The restrictions set out above relating to Confidential Information (but not including Client personal information) do not apply to any Confidential Information which (i) is or becomes generally available to and known by the public, other than as a result of your unauthorized disclosure or material breach of this Agreement; (ii) was already in your possession or available to you on a non-confidential basis before your engagement commenced; or (iii) has been or is independently developed by you without violating any of the obligations under this Agreement or without use of, or reference to, the Confidential Information.
- Governing Law. All matters arising out of or relating to this Agreement, the App and delivery of the Evolutio Services are governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Québec or any other jurisdiction).
- Forum Selection. Any action or proceeding arising out of or relating to this Agreement, the App and delivery of the Evolutio Services will be instituted in the courts of the Province of Québec, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You and Evolutio irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
- Assignment. You will not assign any of your rights or delegate any of your obligations under this Agreement. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
- No Waivers. The failure or delay by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.
- Notices. We may provide any notice to you under this Agreement by: (i) sending a message to the email address you provide to us; or (ii) by posting within the App. Notices sent by email will be effective when we send the email and notices we provide by posting within the App will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under this Agreement, you must contact us by personal delivery, overnight courier or registered or certified mail to [NOM ET ADDRESSE]. We may update the address for notices to us by posting a notice in the App or on our website located at [URL]. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of this Agreement is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related exhibits and schedules, constitutes the sole and entire agreement between a User and Evolutio with respect to the subject matter contained in this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter
- If you have any questions or comments regarding this Agreement, please contact us at the following address: email@example.com.