1. INTRODUCTION

These terms and conditions (the "Terms" or “Agreement”) represent a legal agreement between you and FutureSight Inc. (dba Medibanx) (“Medibanx”, “we”, “us”), and they govern your use of Medibanx Service (as defined and further explained below).

If you have any questions relating to these Terms, please contact Medibanx by email at support@medibanx.com.

PLEASE READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE ACCESSING, USING OR DOWNLOADING ANY OF THE MEDIBANX SERVICES. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS ON THOSE RIGHTS, INCLUDING:

• DISCLAIMERS
• LIABILITY LIMITATIONS AND EXCLUSIONS
• AN INDEMNITY FROM YOU
• A FORUM SELECTION CLAUSE
• A WAIVER OF CLASS ACTION DISPUTES CLAUSE

IN ORDER TO USE THE MEDIBANX SERVICE, YOU MUST ACCEPT THESE TERMS AND ACTIVATE YOUR ACCOUNT BY CLICKING THE BOX INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS AND OUR PRIVACY POLICY BY CLICKING THE “ACCEPT/I AGREE” BUTTON.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO MEDIBANX THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TERMS, OR DO NOT HAVE THE AUTHORITY DESCRIBED IN THE PREVIOUS PARAGRAPH, DO NOT CHECK THE APPROPRIATE ACCEPTANCE BOX AND DO NOT INSTALL, DOWNLOAD, ACCESS OR USE ANY OF THE MEDIBANX SERVICES.

ACCEPTANCE OF THESE TERMS CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND MEDIBANX.

2. ADDITIONAL SERVICES

These Terms may be supplemented by additional terms related to specific Content or service options we may make available ("Additional Terms"). REFERENCE TO THESE TERMS WILL BE INTERPRETED TO INCLUDE THE TERMS AND ANY ADDITIONAL TERMS. We will notify you of any Additional Terms and prompt you to review and accept them before you engage with the specific Content or service option to which they may apply. If there are inconsistencies between these Terms and the Additional Terms, then the Additional Terms will govern.

3. DEFINITIONS

To better understand these Terms, Medibanx has set out some basic definitions to use when reading it and interpreting it:

• “Account” means your Medibanx account, including the login identification and password chosen by you and accepted by Medibanx that allows you to access the Medibanx Service and Platform.
• “Aggregate Information" means data and information related to your use of the Medibanx Service (including Client Content) that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Medibanx Service.
• "Client" means any end user of the Medibanx Service.
• "Client Content" means any Content that you upload, submit, post, display, transmit or otherwise make available or is provided to us with respect to the Medibanx Service and includes your Medical Records.
• "Confidential Information" means all non-public, confidential, or proprietary information of Medibanx, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, technology, information pertaining to customers, pricing, and marketing.
• "Content" means any text, information, materials, data, video, graphics, pictures, music, logos, marks, designs, hyperlinks, embedded links, URLs, and other types of content.
• "Licensed Materials" means collectively the Medibanx Service, Platform and Medibanx Content.
• “Personal Health Information" means information that relates to the physical or mental care of an individual, including information that consists of such individual’s health care.
• "Personal Information" means personal information about an identifiable individual and includes Personal Health Information.
• "Platform" means the Medibanx online application platform located at https://medibanx.com as well as any associated websites, software, platforms, digital services, features, tools, functionalities.
• "Medibanx Content" means other than Client Content, any Content available on the Medibanx Service or Platform, or used to create and operate the Medibanx Service, as well as the selection and arrangement of such Content.
• "Medical Record Authorization Form" has the meaning set out in section 4.
• "Medical Records" means all records and/or documents relating to a Client’s medical care, including, but not limited to, family histories, medical histories, report of clinical findings and diagnosis, laboratory test results, x-rays, reports of examination and/or evaluation and any hospital admission/discharge records.
• "Medibanx Service" or "Service" means the Medibanx services offered through the Platform and includes the collection, organization, digitalization, and storage of your Medical Records.
• "Term" has the meaning set out in section 13.

4. ABOUT THE MEDIBANX SERVICE

As part of the Medibanx Service, Clients may direct Medibanx to retrieve their own Medical Records maintained by third-party providers with which they have patient relationships, payors, on third-party sites, including health information exchanges, and/or contractors to any such entities (collectively, “Disclosing Entities”). Disclosing Entities may include (but are not limited to) hospitals, medical facilities, pharmacies, pharmacy benefit managers, laboratories, insurance companies, or any other organization that holds Personal Health Information about you. You may initiate this retrieval by Medibanx by filling out and signing our Authorization to Release Protected Health Information (which can be downloaded here) (the "Medical Record Authorization Form") and direct Medibanx to send such authorization to Disclosing Entities so that Medibanx may receive your Medical Records in paper or electronic form and upload it to your Account.

We may review the Medical Records received from Disclosing Entities to normalize and label data for display, but we are not responsible for any errors in the Medical Records resulting from that review process. Medibanx makes no effort to review the Medical Records for any other purpose, including but not limited to accuracy, legality or non-infringement. Medibanx is not responsible for any Medical Records provided by Disclosing Entities.  If you have a question regarding the content, completeness, or accuracy of your Medical Records, you must contact your applicable health care provider, as we are unable to modify a provider’s records.

You acknowledge that there may be delays in record request processing from Disclosing Entities. Medibanx may be unable to obtain some or all of your Medical Records and cannot guarantee or assume responsibility for the completeness, timeliness, accuracy, relevance, deletion or non-delivery of any Medical Records. Medibanx is not responsible for the way in which data is displayed on the Platform or through the Medibanx Service.

5. USE OF THE MEDIBANX SERVICE

Subject to the terms and conditions of this Agreement, Medibanx grants you a limited, non-exclusive, non-transferrable, revocable right to use the Licensed Materials for Your own personal use and not for resale or further distribution.

Any rights not granted herein are strictly reserved by Medibanx. You shall not: (i) permit any other person to use the Licensed Materials; (ii) re-license or sublicense, lease, loan or otherwise distribute the Licensed Materials to any other person; or (iii) use the Licensed Materials or the Service in the operation of a service bureau. You shall not, and shall not permit others to, reverse engineer, decompile, disassemble or translate any software used by Medibanx to deliver the Medibanx Service, including the Platform, or otherwise attempt to view, display or print such software, including the Platform's source code.

6. PRIVACY

In order to provide the Medibanx Service, Medibanx collects, uses and discloses certain personal information about You. Your privacy is important to Medibanx and Medibanx’s Privacy Policy explains how Medibanx collects, uses, discloses and protects your Personal Information, which you can find at <link> and which is hereby incorporated into and forms a part of these Terms.

7. YOUR ACCOUNT AND LOGIN METHODS

To use the Medibanx Service and Platform, you need to open and register for an Account using an email and password. Such login methods are referred to as” Login Methods” in these Terms. As part of your account setup, you will be asked to provide certain information, such as your name, billing address, delivery address, e-mail, and payment method details. Please see the section “Privacy”, above, regarding collection, use and disclosure of Personal Information.

Medibanx reserves the right to reject any registration in Medibanx’s sole discretion. If you choose to create an Account with Medibanx, then you represent, warrant and covenant to Medibanx that you: (i) will provide true, accurate, current and complete information; (ii) will maintain and promptly update the information you provide to Medibanx; and (iii) you will not enter any irrelevant data into any form or data entry field other than the data requested by Medibanx for such field.

You are responsible for any activity with your Account. Medibanx recommends that you choose a password to your Account that is hard to guess, and you keep it secure. It is your responsibility to ensure that you do not respond to any unsolicited requests for credit card information, password or other data. You are fully responsible for all, including any fraudulent, use of the Medibanx Service, which is or can be connected to your Account.

Medibanx reserves the right to take any action it deems necessary or reasonable to ensure the security of the Medibanx Service, Platform, and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Medibanx may rely on the authority of anyone accessing your account or using your password and under no circumstances will Medibanx be held liable to you for any liabilities or damages resulting from or arising out of:(1) any action or inaction of Medibanx; (2) any compromise of the confidentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains confidential. However, we cannot guarantee that our Medibanx Service is impenetrable to all security breaches, and therefore Medibanx makes no warranty, guarantee, or representation that our Medibanx Service will be completely protected from viruses, security threats or other vulnerabilities.

8. YOUR CLIENT CONTENT

By submitting a Medical Record Authorization Form and any other Client Content (“Submitted Materials”) to Medibanx, you are agreeing and acknowledging that Medibanx may use the Submitted Materials for the purpose of providing the Medibanx Service. We may use and process the Submitted Materials in order to provide the Medibanx Service to you and otherwise as provided in our Privacy Policy. By providing us with your Submitted Materials, you represent that you have the right and all necessary permissions and consents to submit it to us for this purpose, without any obligation by Medibanx to pay any fees or other limitations.
By using the Medibanx Service, you expressly authorize Medibanx to access your Medical Records maintained by identified Disclosing Entities, on your behalf.

When you fill out and sign a Medical Record Authorization Form and submit it to Medibanx, you authorize Medibanx to send your Medical Record Authorization Form via fax, e-mail, or mail to the Disclosing Entities. You hereby authorize and permit Medibanx to use, process and store information submitted by you to the Service (such as Medical Record Authorization Forms, account passwords and usernames) to accomplish the foregoing, including submitting your Medical Record Authorization Form to the Disclosing Entities.

10. THIRD PARTY TOOLS

You acknowledge and agree that the Platform interoperates with several third-party tools, software applications, services, data, information, content, materials, and infrastructure that are procured by Medibanx and that are used in conjunction with making available the Platform and Medibanx Service (“Third Party Tools”). The Platform may be highly dependent on such Third-Party Tools. Medibanx does not warrant or support Third Party Tools, and Medibanx is not liable for any Third-Party Tools.

11. FEEDBACK

If you provide us with any input and feedback with respect to the Licensed Materials during the Term (“Feedback”), Medibanx will be free to use such Feedback and Feedback will not be considered your Confidential Information.

12. AGGREGATE INFORMATION

As between you and Medibanx, all right, title and interest, including all intellectual property rights, in the Aggregate Information will belong solely to Medibanx. You acknowledge and agree that we may use the Aggregated Information for the purposes of improving the features and functionality of the Licensed Materials or any other reasonable or commercial purpose.

13. PAYMENTS AND BILLING

Users participating in research receive the Medibanx Service at no cost. Medibanx may agree to compensate Users who agree to contribute their medical data to our Clients and such payments will be facilitated through our payment processor.

Medibanx may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion, but will provide you with at least thirty (30) days’ notice prior to any new fees or charges coming into effect.

14. TERM AND TERMINATION

This Agreement will commence on the day you first use the Medibanx Service and will continue in force until terminated by either party as described below (the "Term"). Either party may terminate the Agreement as follows: (1) Medibanx may terminate the Agreement at any time and with immediate effect by giving notice to you, at Medibanx’s discretion, by email (at your current email address on file with Medibanx); and (2) you may terminate this Agreement at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your Account be deleted or deactivated, ceasing use of the Platform and uninstalling and removing all local software components thereof from your systems.

Medibanx will not be liable to you or any other party for any termination of your Account or access to the Platform or Medibanx Service. Upon termination of this Agreement or your Account: (i) you will remain liable for all amounts due hereunder; and (ii) any provision of these Terms that it intended to survive termination (including your confidentiality obligations and all liability and indemnification provisions) will survive such termination. Upon termination or cancellation of your Account, your Personal Information held by Medibanx will be subject to our data retention and destruction provisions set out in our Privacy Policy.

15. ACCEPTABLE USE

You agree to use the Medibanx Service in a manner consistent with all applicable laws and regulations. You shall not resell the Medibanx Service in whole or in part to others. Additionally, you will not take any of the following actions with respect to the Medibanx Service, Platform, or Client Content, nor will you use our Medibanx Service to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any Client Content or use the Medibanx Service in any manner that:

• infringes, misappropriates or violates any third party’s patent, copyright, trademark, trade secret, moral right or other intellectual property or proprietary right, or right of publicity, privacy or confidentiality;
• violates, or encourages any conduct that would violate, any applicable law, rule or regulation or would give rise to civil or statutory liability;
• promotes or contains illegal or harmful activities or substances, such as hazardous substances;
• is fraudulent, false, misleading or deceptive;
• is defamatory, libelous, obscene, pornographic, vulgar or offensive;
• is violent, unsafe or threatening, or promote discrimination, bigotry, racism, hatred, abuse, offense, violence, harassment or harm against any individual or actions that are any of the foregoing;
• contains URLs or links to web sites or services (to advertise your web site or services); or
• is used by you to impersonate another person, living or dead.

Further, with respect to the Medibanx Service, you shall not, nor attempt to, do any of the following:

• use the Medibanx Service for any purpose that is illegal, unsafe, or fraudulent or that infringes on any third- party rights;
• represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so with you in writing
• violate, remove, modify or obscure any copyright notices, trademark notices, or other proprietary notices or legends that are on or in any of the Medibanx Service; or Platform
• use Medibanx’s name, any Medibanx trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Medibanx’s express written consent;
• exploit, use, make available, rent, lend, sell, frame, mirror, perform, display, broadcast, publish, exhibit, transmit, distribute, license, modify, delete, copy, download, post, create adaptations or derivative works of any of the Medibanx Service or Platform;
• operate a server in connection with the Medibanx Service or Platform, including, but not limited to, mail, news, file, gopher, telnet, chat, Web, or host configuration servers, multimedia streamers or multi-user interactive forums;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Medibanx Content or Content transmitted through the Medibanx Service, or to otherwise to send altered, deceptive or false source-identifying information;
• take any action that imposes, or may impose (in Medibanx’s discretion) an unreasonable or disproportionately large load on, or otherwise disrupts, restricts, inhibits or impedes the Medibanx Medibanx Service or Platform;
• interfere or attempt to interfere with the proper working of, or any activities conducted on or in the Platform;
• replicate the “look and feel” of the Medibanx Service or Platform;
• use any of the Medibanx Service to build a product or service which competes with Medibanx;
• decompile, reverse engineer, disassemble, or otherwise attempt to gain access to the source code of the Medibanx Service or Platform;
• upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter any computer, communication network, device, data, or the Platform or Medibanx Service, or any other system, device or property;
• violate, or attempt to violate, the security of the Medibanx Service, or any Client’s Account, in any way through any means or device (e.g. spamming, hacking, crashing, uploading viruses or time bombs); or
• systematically retrieve data or other content from the Medibanx Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, whether by manual methods, through the use of bots, scrapers, crawlers, or spiders, or otherwise.

16. INTELLECTUAL PROPERTY OWNERSHIP

Except for the rights granted to you expressly herein, as between Medibanx and you, Medibanx reserves all right, title and interest (including all intellectual property rights) in and to the Licensed Materials and Third Party Tools, which are owned by Medibanx or its licensors. For certainty, the Medibanx Service is licensed, not sold, to you.

All trademarks and other indicia of origin appearing on or in Licensed Materials or Third-Party Tools are the property of Medibanx or Medibanx’s service providers, suppliers or licensors, or the trademark’s property owners, unless otherwise indicated. You may not use any trademark or other indicia of origin appearing on or in the Platform, Medibanx Content or Third Party Tools.

Your Client Content is, as between you and Medibanx, your property. For greater certainty, Aggregate Information will not be considered Client Content.

17. THIRD PARTY WEBSITES

The Platform may provide links to third party websites. Medibanx does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Medibanx’s control, and if you choose to access any such website, you do so entirely at your own risk. By accessing and using the Licensed Materials, you expressly release and discharge us from any and all liability arising from your use of any third-party website.

18. INDEMNIFICATION

You agree to indemnify and hold harmless Medibanx, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Medibanx, arising out of a third party claim regarding or in connection with your use of the Medibanx Service, or breach of these Terms, including, but not limited to, any violation of any third party rights with respect to your Client Content or your violation of applicable laws. Medibanx reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Medibanx.

19. NO WARRANTIES

The Licensed Materials, including all information and services content contained in connection thereof, are provided on an "as is'' and "as available" basis. Further, Medibank makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of your Medical Records submitted or provided to Medibanx. You acknowledge and agree that Medibanx does not provide medical advice, diagnosis, and/or medical treatment.  To the maximum extent permitted by applicable law, the Licensed Materials are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Medibanx or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Medibanx, its subsidiaries, and its licensors do not warrant that the Medibanx Content is accurate, reliable or correct; that the Medibanx Service will meet your requirements; that the Medibanx Service or Platform will be available at any particular time or location, uninterrupted or secure; or that any defects or errors will be corrected.

20. LIMITATION OF LIABILITY

In no event will Medibanx be liable to you or to any third party for any loss of use, revenue, profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, aggravated, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

In no event will Medibanx’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the greater of $100 or the aggregate amounts paid or payable to Medibanx in the two (2) month period preceding the event giving rise to the claim. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Medibanx has been advised of the possibility of such damage.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

21. CONFIDENTIAL INFORMATION

All Confidential Information disclosed by Medibanx to you, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the provision of the Medibanx Service and this Agreement is confidential, and you shall not disclose or copy Confidential Information without the prior written consent of the Medibanx. Confidential Information does not include information that is:

1. in the public domain;
2. known by you at the time of disclosure; or
3. rightfully obtained by you on a non-confidential basis from a third party.

You shall use the Confidential Information provided to you only to make use of the Medibanx Service. Medibanx shall be entitled to injunctive relief of any violation of this provision.

22. TRADEMARKS

The trademarks and logos displayed on the Medibanx Platform are the property of Medibanx or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Medibanx or the third party.

23. COOKIES

The Medibanx Platform uses cookies to identify users, compile Medibanx Platform usage statistics, and to provide customized services. Cookies are small text files stored on your computer to identify your browser. Our use of cookies does not enable others to access your personal information.

24. SECURITY

The Platform uses administrative, contractual, physical, and technical means to protect against unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names, and passwords. Although we take reasonable steps concerning security of the Platform, no website is completely secure from unauthorized access.

25. APPLICABLE LAW AND JURISDICTION

All matters relating to this Agreement will be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada applicable therein, as applicable, without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario or the federal courts of Canada, as applicable, located within the City of Toronto, with respect to any and all matters arising in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

26. ASSIGNMENT

Medibanx may assign or transfer this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or assign, transfer or delegate your Account or any of your rights or obligations under these Terms. Any purported assignment, transfer or delegation in violation of this provision is void from the outset.

27. WAIVER OF CLASS ACTIONS

To the fullest extent permitted by applicable law, all parties to any action arising out of or in connection with the Medibanx Service or these Terms must be individually named. You hereby waive any right you may have for any dispute pertaining to the Medibanx Service or these Terms to be arbitrated or litigated on a class action or consolidated basis, or on bases involving disputes brought in a purported representative capacity on behalf of the general public.

28. FORCE MAJEURE

Medibanx will not be liable under these Terms because of a failure or delay in performing Medibanx’s obligations hereunder on account of any cause beyond RIFO’s reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action.

29. GENERAL

No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority to bind Medibanx in any respect whatsoever. Any amendment to these Terms must be in writing. No waiver of satisfaction of a condition or non-performance of an obligation under these Terms will be effective unless it is in writing and signed by the party granting the waiver. These Terms constitute the entire understanding between the parties regarding the subject matters of these Terms. No waiver of satisfaction of a condition or non-performance of an obligation under these Terms will be effective unless it is in writing and signed by the party granting the waiver. If any provision of this Agreement is unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not) and all other provisions will not be affected.

30. CONTACT

If you have any questions concerning these Terms, please contact Medibanx via email at support@medibanx.com.