Terms and Conditions

Terms and Conditions

Last updated: July 15, 2025

1. INTRODUCTION

This Agreement is binding between you, the user who has downloaded the Application or uses the Marketplace and has accepted the terms of this Agreement ( « You » or « User » ), and the Tibbi TeleMed Telemedicine Marketplace « Marketplace », « we », « us » or « our »), managed, operated and represented by OXYCA Group Inc. « Operator » under a franchise license in Canada.

This User Agreement sets forth the terms and conditions under which you may access, use, and view the content of the Tibbi TeleMed Telemedicine Marketplace. Please read this agreement carefully and in its entirety. This agreement takes effect immediately upon your access to the Marketplace and remains valid indefinitely.

BY CHECKING OR CLICKING ON A BOX INDICATING YOUR ACCEPTANCE OR SIMPLY BY USING THE MARKETPLACE APPLICATIONS OR WEBSITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

2. DEFINITIONS

2.1. "Tibbi TeleMed Telemedicine Marketplace" or "Telemedicine Marketplace" or "Marketplace" refers to the innovative technology platform managed and operated by Operator under a franchise license in Canada. It connects users with healthcare professionals and medical clinics across Canada, providing access to a variety of Telemedicine Services. Accessible on mobile devices and internet browsers, the Marketplace ensures flexibility and convenience for managing health. New features are continuously introduced to enhance user experience and meet evolving healthcare needs.

2.2. "Application" refers to the Marketplace application through which the services are provided.

2.3. "Agreement" means this User Agreement governing the use of the Application and Marketplace.

2.4. "Registration" means your process of registering for the services by creating an account, including your commitment to honor monthly prepaid payments via your credit card if required by your subscription plan.

2.5. "Healthcare Professionals" refer to licensed and authorized healthcare practitioners who register with the Marketplace and provide telemedicine consultations and services through the Application. This includes, but is not limited to, doctors, nurses, dieticians/nutritionists, podiatrists, osteopaths, physiotherapists, and other allied health professionals who provide consultations online. Healthcare Professionals can work independently or within a clinic.

2.6. "Medical Clinic" refers to a healthcare facility or institution where healthcare professionals provide a range of healthcare services, including consultations, tests, and treatments, through the Marketplace.

2.7. "Healthcare Providers" collectively refers to both Healthcare Professionals and Medical Clinics that are licensed and authorized to provide telemedicine and other related healthcare services within their province and/or territory of practice. They offer telemedicine consultations and related healthcare services through the Marketplace.

2.8. "User" refers to any individual who downloads the Application and/or uses the Marketplace to access the services provided by Healthcare Providers via the Marketplace.

2.9. "Website" refers to askdoctors.com, the Marketplace through which users access the Tibbi TeleMed Telemedicine Marketplace. The Marketplace is an integral part of the Marketplace, providing users with an additional platform to access telemedicine services and manage their health.

2.10. "Telemedicine Service" refers to the delivery of healthcare and medical services through telecommunications technology. This includes, but is not limited to:

• Telemedicine Consultations: Real-time consultations with healthcare professionals via video, phone, or chat, enabling remote diagnosis, treatment, and follow-up care.
• Remote Monitoring: Using digital tools and devices to monitor patients' health conditions and share data with healthcare professionals.
• E-Prescriptions: Issuing and managing prescriptions electronically, ensuring that patients can receive necessary medications without an in-person visit.
• Specialist Referrals: Facilitating referrals to specialists through electronic means, streamlining the process for patients to receive specialized care.
• Diagnostic Services: Accessing and interpreting diagnostic tests remotely, such as lab results and imaging studies.
• Patient Education: Providing information and resources to patients through digital platforms to support their health and wellness.
• Additional Medical Services: Various other healthcare services tailored to user needs and Marketplace capabilities.

Telemedicine Services aim to enhance accessibility, convenience, and efficiency in healthcare delivery, particularly for individuals who may face barriers to traditional in-person consultations. These services comply with all applicable laws and regulations to ensure patient confidentiality, data security, and quality of care.

2.11. "Telemedicine Consultation" refers to a specific type of Telemedicine Service where a user engages in a direct, real-time interaction with a Healthcare Professional through video, phone, or chat. During a Telemedicine Consultation, users can receive medical advice, diagnosis, treatment recommendations, and follow-up care from authorized, licensed Healthcare Professionals without needing to be physically present in the same location. This type of consultation leverages telecommunications technology to provide timely and efficient Healthcare Services.

2.12. "Healthcare Services" encompass all medical and health-related services provided by Healthcare Providers within or outside the scope of telemedicine. These services include consultations, treatments, diagnostic tests, prescriptions, specialist referrals, and other medical procedures aimed at maintaining or improving health and well-being.

2.13. "Services" refer to the comprehensive range of Telemedicine Services and related Healthcare Services provided by Healthcare Providers via the Marketplace. This includes, but is not limited to, telemedicine consultations, appointment scheduling, patient management, and other healthcare services offered by Healthcare Providers. These services may be covered or not covered by the health plan of the user's province or territory of residence and/or insurance policies, including private insurance policies. The availability and coverage of services are subject to the terms and conditions of the user's membership plan, the specific insurance policy, and the applicable regulations of the healthcare system.

2.14. "Healthcare Provider Fee" refers to the fee for any Telemedicine Services or Healthcare Services that a patient receives from a Healthcare Provider. This amount will be received directly by the medical provider. The cost of the Telemedicine Service or any Healthcare Service is set by the Healthcare Provider, and the patient can choose the Healthcare Provider whose cost of services is most suitable for them. Marketplace does not regulate prices for services provided by Healthcare Providers.

2.15. "Service Fee" refers to the fee related to the use of the Marketplace. This amount will be received by the Marketplace. The Service Fee covers the operational costs of maintaining and enhancing the Marketplace platform, ensuring its continuous improvement and the provision of high-quality services to users.

2.16. "Transaction Fee" refers to the fee related to the use of the Stripe payment system. This amount will be charged by Stripe, the third-party payment processor. The Transaction Fee covers the costs associated with processing payments securely and efficiently, ensuring that financial transactions are handled with the highest standards of security and reliability.

2.17. "Telemedicine Fees" refers to the total amount paid by the user for the Telemedicine Service and/or Healthcare Services. This fee is the sum of the Healthcare Provider Fee, Service Fee, and Transaction Fee. The Telemedicine Fee represents the complete cost that the user incurs to access and utilize the Telemedicine Services and related Healthcare Services through the Marketplace.

2.18. "Operator" refers to the entity responsible for managing, operating, and representing the Tibbi Telemed telemedicine marketplace. The Operator acts as the technical administrator of the platform, ensuring its functionality, maintenance, and compliance with applicable regulations. The Operator does not provide medical services and is not responsible for the quality, accuracy, or outcomes of the services provided by medical service providers. The Operator solely facilitates connections between patients and medical service providers through the Tibbi Telemed marketplace.

3. PURPOSE OF AGREEMENT

This Agreement governs the Services throughout Canada following your Registration hereunder.

4. LICENSE

This Agreement grants you a license to use the Application, including its software components, in strict accordance with this Agreement. The Application is not sold to you, and the "Marketplace" reserves all rights not expressly granted to you by this Agreement. This license is limited, non-exclusive, non-assignable, non-transferable, revocable, non-sublicensable, and intended for your personal or family use only.

5. ACCEPTANCE OF THIS AGREEMENT

By accessing or using the Marketplace, or by scheduling any services through it, you agree to be bound by the terms and conditions of this Agreement without any limitations or reservations. Your use of the Marketplace must comply with this Agreement and all applicable laws. If you do not agree to these terms and conditions, you must not access or use the Marketplace.

The Marketplace reserves the right to modify and update this Agreement at any time, at its sole discretion, and without prior notice.

It is your responsibility to review these terms and conditions periodically for any changes. Your continued access to or use of the Marketplace after any modifications have been made constitutes your acknowledgment and acceptance of the revised Agreement. In the event of a dispute, the version of the terms and conditions that was in effect at the time of the disputed actions will apply.

6. ACCESS TO THE MARKETPLACE

7. TERMS OF TELEMEDICINE SERVICE

The Tibbi TeleMed Telemedicine Marketplace provides access to Telemedicine Services facilitated by licensed Healthcare Providers, including various types of Healthcare Professionals such as doctors, nurses, dieticians/nutritionists, podiatrists, osteopaths, physiotherapists, and allied health professionals. These Healthcare Providers are licensed and authorized to deliver medical and related services within their respective provinces and/or territories of practice in Canada.

7.1. Nature of Telemedicine Services

During a Telemedicine Consultation facilitated through the Marketplace, you can discuss your medical history, symptoms, and any relevant information with Healthcare Providers. They may use audio or video communication tools provided by the Marketplace to assess your condition, recommend treatments, prescribe medications, order lab tests, or refer you to specialists or other healthcare facilities for further evaluation or in-person care.

7.2. Benefits and Limitations

Telemedicine offers convenience, accessibility, and quicker healthcare services, but it also has limitations and potential risks, including:

• Technological Dependency: Telemedicine Consultations rely on internet and broadband connectivity, which may result in disruptions or loss of connection.
• Scope of Evaluation: Not all medical conditions can be effectively diagnosed or treated through telemedicine due to technological constraints. If necessary, seek in-person consultation for a comprehensive evaluation.
• Supplemental Care: Not all medical conditions can be effectively diagnosed or treated through telemedicine due to technological constraints. If necessary, seek in-person consultation for a comprehensive evaluation.
• Access to Medical Records: Healthcare Providers may not have access to your complete medical history, potentially impacting the accuracy of diagnosis and treatment recommendations.
• Data Security: While Marketplace employs measures to protect your personal information, it disclaims liability for any data breaches that may compromise your data security.
• Emergency Situations: Marketplace is not equipped for medical emergencies. In case of a medical emergency, immediately contact emergency services or visit the nearest hospital.

7.3. Healthcare Services and Primary Care Providers

Services offered through the Marketplace are intended to complement your existing healthcare arrangements. It is recommended that you maintain regular contact with your primary care provider and inform them of any services received through the Marketplace, including prescribed medications.

7.4. Marketplace Overview

Marketplace serves as a technology platform connecting Users with authorized Healthcare Professionals for the delivery of Telemedicine Services. It does not provide Healthcare Services directly and is not registered as a healthcare provider.

• Independent Contractors: HEALTHCARE PROVIDERS USING THE MARKETPLACE ARE INDEPENDENT CONTRACTORS RESPONSIBLE FOR PROVIDING HEALTHCARE SERVICES AND TELEMEDICINE SERVICES. THEY ARE NOT EMPLOYEES, SUBCONTRACTORS, OR AGENTS OF THE MARKETPLACE.
• No Guaranteed Outcomes: Results of Telemedicine Services cannot be guaranteed. Healthcare Providers may determine that telemedicine is unsuitable for your needs or may discontinue services at their discretion.
• Information Disclosure: You are responsible for providing accurate and complete information necessary for Healthcare Providers to conduct consultations effectively. Failure to provide such information may limit the effectiveness of Telemedicine Services.
• Excluded Symptoms: Certain symptoms and conditions are not suitable for evaluation or treatment via Telemedicine Services, such as chest pains, severe breathing difficulties, fever in infants under 3 months, and others.
• Prescription Policy: Healthcare Providers may prescribe medications based on their professional judgment and assessment. However, certain medications, including narcotics and controlled substances, may not be prescribed without an established treating relationship.
• Prescription Use: ANY PRESCRIPTIONS ISSUED BY HEALTHCARE PROVIDERS ARE FOR PERSONAL USE ONLY. YOU ARE ADVISED TO REVIEW ALL PROVIDED PRODUCT INFORMATION AND CONSULT WITH A PHYSICIAN OR PHARMACIST IF YOU HAVE ANY QUESTIONS OR CONCERNS.
• Reporting Adverse Events: You should report any adverse reactions, side effects, or other medication-related issues to your primary care provider or seek immediate medical attention if necessary.
• Emergency Protocol: Follow any emergency recommendations provided by Healthcare Providers, including seeking emergency care or follow-up treatment as advised.

7.5. Marketplace Disclaimer:

MARKETPLACE PROVIDES APPLICATIONS TO FACILITATE ACCESS TO TELEMEDICINE SERVICES AND HEALTHCARE SERVICES BY CONNECTING USERS WITH HEALTHCARE PROFESSIONALS. THE RESPONSIBILITY FOR THE PROVISION OF HEALTHCARE AND TELEMEDICINE SERVICES RESTS SOLELY WITH THE HEALTHCARE PROVIDERS.

• Provider Responsibilities: Healthcare Providers are responsible for adhering to professional standards of care, record-keeping, and compliance with privacy laws. They have complete authority and supervision over the services provided to Users.
• Limitation of Liability: Marketplace does not supervise or control Healthcare Providers’ actions or decisions during consultations. It disclaims liability for any Healthcare or Telemedicine Services provided by Healthcare Providers.
• User Consent: BY USING MARKETPLACE AND PARTICIPATING IN TELEMEDICINE SERVICES AND HEALTHCARE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THE INHERENT RISKS AND LIMITATIONS ASSOCIATED WITH TELEMEDICINE. YOU AGREE TO PROVIDE ACCURATE INFORMATION AND COMPLY WITH HEALTHCARE PROVIDERS’ RECOMMENDATIONS DURING CONSULTATIONS.

8. YOUR DATA

8.1. Ownership.

Tibbi TeleMed Telemedicine Marketplace (“Marketplace”) does not claim any ownership rights in the personal data that you upload or enter into the Application (“Your Data”). Marketplace acknowledges that there is no assignment of your rights in such data in its favor under this Agreement. Your Data remains solely your property. Marketplace will not share Your Data with third parties without your consent, except with the following service providers, to the extent necessary to provide you with the Services: (i) Any Electronic Medical Record (EMR) systems used by Healthcare Provider; (ii) Mixpanel Inc.; (iii) Zoom Video Communications, Inc.; (iv) Twilio Inc.; (v) STRIPE Inc.; and (vi) NABIDH.

8.2. License.

You grant Marketplace a non-exclusive, worldwide, royalty-free license to reproduce, use, and modify Your Data solely as necessary to provide you with the Services and features of the Application, and to offer support in accordance with this Agreement. This includes using Your Data for (i) performing internal analytics to improve the Application, (ii) conducting research and development in line with Marketplace’s Privacy Policy, and (iii) sending you targeted advertising messages that exclude any sensitive data.

8.3. Processing and Hosting.

Your Data will be processed in Canada and the United States on secure servers but will be hosted only in Canada. By using the Application, you consent to Your Data being processed and hosted in these countries. Marketplace employs industry-standard security measures to protect Your Data during processing and storage.

8.4. Storage and Retention.

Upon termination of this Agreement, Marketplace will retain Your Data in compliance with applicable laws and regulations. You can request a copy of Your Data in an available format by submitting a written request, and Marketplace will respond within a reasonable period. Despite the retention policy, Marketplace may delete Your Data that violates this Agreement or is deemed inappropriate at its sole discretion. Nonessential data will be deleted upon your request within a reasonable time frame. Unless you specify otherwise, and subject to legal archiving obligations, Marketplace will delete all your data within the maximum period prescribed by law after the termination of this Agreement.

8.5. Data Security.

Marketplace takes the security of Your Data seriously and implements physical, technological, and administrative measures to protect it. However, no system is completely secure, and Marketplace cannot guarantee absolute security. You acknowledge and agree that Marketplace is not liable for any data breach or unauthorized access to Your Data.

8.6. Third-Party Sharing.

Marketplace will not share Your Data with third parties other than the specified service providers without your explicit consent. If required by law or necessary to protect Marketplace’s legal rights, Marketplace may share Your Data with authorities.

8.7. User Responsibilities.

You are responsible for ensuring the accuracy and completeness of Your Data. You agree not to upload or enter any data that is false, misleading, or violates the rights of others. You must promptly update Your Data to keep it current and accurate.

8.8. Consent Withdrawal.

You have the right to withdraw your consent for Marketplace to process Your Data at any time. To withdraw your consent, you must notify Marketplace in writing. Upon receiving your withdrawal request, Marketplace will stop processing Your Data and delete it in accordance with Section 8.4, except where retention is required by law.

9. USER COMMITMENTS

9.1. Account Confidentiality

The User must maintain the confidentiality of their account information, including username, password, and access to their Membership Plan or Online Health Profile associated with the Marketplace. The User is solely responsible for all activities under their username and password, whether authorized or unauthorized. Marketplace disclaims liability for any loss or damage resulting from the User’s failure to protect their account information.

9.2. Accuracy of Information

All information provided by the User through the Marketplace must be true, accurate, complete, and up-to-date. It is the User’s responsibility to periodically update their personal information to ensure its accuracy.

9.3. Reliance on User Information

Marketplace and Healthcare Providers rely on the information provided by the User. Therefore, Marketplace and Healthcare Providers are not liable for any loss, damage, or costs incurred due to false, inaccurate, incomplete, or outdated information provided by the User via the Marketplace.

9.4. Capacity

By using the Marketplace, the User represents and warrants that:

• They are a natural person.
• They consent to receive care from Healthcare Providers through the Marketplace.
• They have the legal capacity to enter into this Agreement.
• They agree to be bound by the terms of this Agreement.
• The information provided during registration is true and complete.
• They are the sole user of their personal Marketplace account.

9.5. Minors and Dependents

Individuals under the age of fourteen (14) or those lacking legal capacity to consent to medical treatment (“Dependents”) cannot create an account or receive services on the Marketplace without the presence of a parent or legal guardian. Minors and Dependents may receive Services via the Marketpalce through their parent’s or legal guardian’s Account or membership plan, provided that the parent or legal guardian is physically present with them when the Minor or Dependent is using the Account and has given their consent.

Users are responsible for complying with this Agreement when using their account for Dependents. All Health Providers reserve the right to assess whether a person has the capacity to provide consent to his or her medical treatment on an individual basis. This includes determining the appropriate level of involvement required from the parent or legal guardian for the provision of Services to Minors or Dependents.

9.6. Obligations

The User agrees to:

• Use the Marketplace in accordance with this Agreement.
• Ensure that all data provided to Marketplace complies with applicable laws and regulations, and does not infringe on any third-party rights.
• Not submit payment card or transaction information to Marketplace.
• Be fully responsible for their use of the Marketplace and fulfilling their obligations under this Agreement.

9.7. Settings

Users are responsible for configuring their account appropriately and bear all consequences of such configuration. This includes choosing a strong, secure password and keeping it confidential.

9.8. Restrictions

Users agree not to:

• Use the Marketplace in a manner that disrupts or damages its functionality.
• Use any automated process to access or use the Marketplace.
• Use the Marketplace for commercial purposes without authorization.
• Attempt to decompile, reverse engineer, or obtain source code or proprietary information from the Marketplace.
• Engage in misrepresentation or impersonate any person or entity.
• Share their account credentials with others.
• Record or distribute Marketplace services without written permission from Marketplace.

9.9. Medical Emergencies

The Marketplace is not suitable for medical emergencies. If you experience a medical emergency or believe you pose a danger to yourself or others, you must immediately contact emergency services in your area or visit the nearest hospital or clinic.

9.10. Communicating with Healthcare Providers

You hereby acknowledge and accept the responsibility to maintain respectful and professional communication when interacting with Marketplace employees and Healthcare Providers. This includes refraining from using inappropriate language or engaging in conduct that is abusive, harassing, vulgar, hateful, defamatory, or discriminatory based on gender, race, religion, ethnicity, sexual orientation, family status, or disability.

You also agree that all communications with Marketplace employees or Healthcare Providers should occur exclusively through the Marketplace's designated communication channels, unless you are explicitly given permission or instructions to use alternative means. This ensures the security and confidentiality of your interactions.

Furthermore, you understand that any attempt to communicate outside the authorized channels, or engaging in any inappropriate conduct, may result in the suspension or termination of your account and access to Services. Marketplace is committed to providing a safe and respectful environment for both Users and Providers, and any violation of this commitment will be taken seriously and addressed promptly.

9.11. Associated Members

As an account owner inviting associated members to join your account, it is essential to understand the responsibilities and obligations that come with this arrangement. The following Terms and Conditions outline the account owner's role in ensuring compliance and safeguarding the rights of all associated members. By inviting associated members, you acknowledge and agree to the terms outlined herein. This includes accepting full responsibility for the actions of associated members until they activate their accounts themselves. You also warrant that associated members will agree to these Terms and Conditions.

• Responsibility for Associated Members: The account owner assumes full responsibility for all associated members invited to their account until those members activate their accounts. This responsibility includes any actions, decisions, or omissions made by the associated members during this period.
• Warranties for Compliance: The account owner warrants that all invited associated members will read, understand, and agree to the Terms and Conditions and Privacy Policy prior to activating their accounts. It is the account owner's duty to ensure that associated members are informed about the expectations and guidelines for using the services.
• Access and Usage: Associated members are permitted to access services through the account owner’s subscription. The account owner is responsible for guiding associated members on the appropriate usage of the services and any limitations or restrictions that apply.
• Subscription Usage: Associated members utilize the account owner's subscription for accessing services. Their access will cease automatically when the account owner’s subscription ends, at which point they will be transferred to an individual Pay-As-You-Go subscription.
• Minors and Dependents: Individuals under the age of fourteen (14), or those lacking legal capacity to consent to medical treatment (“Dependents”), cannot create an account or receive services on the Marketplace without the presence of a parent or legal guardian. Minors and Dependents may receive services via their parent’s or legal guardian’s account or membership plan, provided that the parent or guardian is physically present and has granted consent.
• Liability for Actions: The account owner agrees to be liable for any actions, omissions, or violations of the Terms and Conditions by associated members until those members activate their accounts. This includes responsibility for any claims or disputes arising from the associated members’ use of the services.
• Compliance Responsibility: The account owner is required to ensure that all associated members comply with these Terms and Conditions while using the account. Health providers reserve the right to assess the capacity of individuals to provide consent for their medical treatment and to require parental or guardian involvement as appropriate.
• Consultations on Behalf of Associated Members: If the account owner schedules a consultation or appointment for an associated member using their account, the account owner is responsible for ensuring that the associated member is informed about the consultation details and has provided consent for the account owner to act on their behalf. The owner must also ensure that associated members understand the implications of the consultation and their rights during the process.
• Responsibilities of Associated Members: Upon activation of their accounts, associated members become responsible for their own actions and for complying with the Terms and Conditions and Privacy Policy. They must ensure appropriate use of the services and are encouraged to communicate any issues or concerns related to their use of the account to the account owner promptly.
• Removal of Associated Members: If the account owner decides to remove an associated member from their account, or if the associated member chooses to leave the account voluntarily, the associated member will cease to be linked to the account owner’s subscription. They will transition to an individual Pay-As-You-Go subscription, effective immediately upon removal.
• Termination of Access: The account owner acknowledges that failure of an associated member to comply with the Terms and Conditions may result in the suspension or termination of that member's access once they activate their accounts. This measure ensures that all users uphold the integrity of the service.
• End of Subscription: When the account owner's subscription ends, all associated members’ access will automatically terminate. They will be transferred to a Pay-As-You-Go subscription, which provides flexibility for continued service access.
• Changes to Terms: The account owner agrees to monitor and communicate any changes to the Terms and Conditions to all associated members promptly. This ensures that everyone is aware of their rights and responsibilities under the updated terms.

10. HEALTHCARE PROVIDER COMMITMENTS

10.1. Professional Standards and Licensure

Healthcare Providers commit to maintaining the highest standards of professional practice, adhering to all applicable laws, regulations, and ethical guidelines. Each Healthcare Provider must be licensed and authorized to provide healthcare services within their respective province or territory of practice. They are responsible for ensuring that their licenses and certifications remain current and in good standing. Additionally, Healthcare Providers must maintain adequate professional liability insurance coverage as required by law. This insurance coverage helps protect both the provider and the patients in the event of medical errors, negligence claims, or other unforeseen incidents related to the provision of healthcare services through the Marketplace.

10.2. Quality of Care

Healthcare Providers are dedicated to delivering high-quality care to all users of the Marketplace. This includes:

• Providing accurate, evidence-based medical advice, diagnoses, and treatments.
• Ensuring timely and effective communication with patients.
• Respecting patient confidentiality and privacy at all times, in accordance with applicable laws and regulations.
• Participating in continuous professional development to stay updated with the latest advancements in their field.
• Using their professional judgment and expertise to deliver accurate diagnoses, effective treatments, and appropriate follow-up care.
• Healthcare Providers must employ their professional skills to ensure that all diagnoses, treatments, and follow-up care provided through the Marketplace are based on current medical knowledge and best practices. This commitment underscores their dedication to delivering optimal healthcare outcomes and patient satisfaction.

10.3. Patient Interaction

Healthcare Providers agree to:

• Treat all patients with respect, dignity, and compassion.
• Clearly explain medical conditions, treatment options, and care plans to patients.
• Encourage patients to ask questions and express any concerns they may have.
• Obtain informed consent from patients before proceeding with any treatment or procedure.
• Provide follow-up care instructions and be available for further consultations as necessary.

10.4. Record Keeping and Documentation

Healthcare Providers must:

• Accurately document all patient interactions, diagnoses, treatments, and care plans in the relevant Electronic Medical Record (EMR) systems used by the Marketplace.
• Ensure that all medical records are complete, up-to-date, and securely stored.
• Comply with all legal and regulatory requirements regarding the retention and confidentiality of patient records.

10.5. Use of the Marketplace

Healthcare Providers agree to:

• Utilize the Marketplace platform and its associated tools and features to facilitate telemedicine consultations and other healthcare services.
• Follow all guidelines and protocols established by the Marketplace for conducting telemedicine consultations.
• Report any technical issues or challenges with the Marketplace platform promptly to ensure minimal disruption to patient care.

10.6. Billing and Payment

Healthcare Providers acknowledge that:

• The cost of Telemedicine Services or any Healthcare Service is set by the Healthcare Provider, and patients have the right to choose a Healthcare Provider whose cost of services is suitable for them.
• Payments for services rendered through the Marketplace are processed by Stripe, a third-party payment processor, and go directly to the Healthcare Provider's account.
• Healthcare Providers are responsible for ensuring that all billing information is accurate and that patients are informed of any additional costs not covered by their membership plan or insurance policy.
• The Marketplace will transparently display the Telemedicine Fee to users before they proceed with any consultation or service, ensuring clarity about the costs involved.

10.7. Ethical and Legal Compliance

Healthcare Providers commit to:

• Adhering to all ethical standards and legal requirements in their professional practice.
• Avoiding any conflicts of interest or unethical behavior that could compromise patient care or the integrity of the Marketplace.
• Reporting any suspected violations of laws, regulations, or Marketplace policies to the appropriate authorities.

10.8. Continuous Improvement

Healthcare Providers are encouraged to:

• Participate in feedback and quality improvement initiatives conducted by the Marketplace.
• Engage in peer reviews and other professional development activities to enhance their skills and knowledge.
• Contribute to the ongoing development and enhancement of the Marketplace platform by providing constructive feedback and suggestions.

10.9. Compliance with Marketplace Policies

Healthcare Providers must comply with all policies, terms, and conditions set forth by the Marketplace. This includes cooperating with any audits, reviews, or investigations conducted by the Marketplace to ensure compliance with these commitments and the overall integrity of the services offered.

10.10. Non-Discrimination

Healthcare Providers must provide services without discrimination based on race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other characteristic protected by applicable law. Providers must ensure that all users are treated with respect, dignity, and fairness.

10.11. Confidentiality and Privacy

Healthcare Providers must ensure the confidentiality and privacy of all user information. This includes complying with all applicable data protection and privacy laws, as well as following best practices for securing electronic medical records (EMR) and other sensitive information. Providers must use secure communication channels when interacting with users and handling their data.

10.12. Transparency and Communication

Healthcare Providers must communicate clearly and transparently with users regarding the services they offer, including the scope, limitations, and potential risks of telemedicine consultations. They must provide detailed information about the fees for their services and ensure that users understand the costs involved before proceeding with any treatment or consultation.

10.13. Responsiveness and Availability

Healthcare Providers must be responsive to user inquiries and provide timely care. This includes offering prompt appointments, minimizing wait times, and being available for follow-up questions or concerns. Providers must ensure that their availability is accurately reflected on the Marketplace to avoid scheduling conflicts and user dissatisfaction.

10.14. User Safety and Well-being

Healthcare Providers are responsible for ensuring the safety and well-being of users during telemedicine consultations. This includes conducting thorough assessments, providing appropriate medical advice, and taking necessary actions in cases where in-person care is required. Providers must also be vigilant in identifying and addressing any signs of medical emergencies or critical health issues.

10.15. Financial Responsibility and Indemnification

Healthcare Providers are fully responsible for the services they provide through the Marketplace. They undertake to indemnify the Marketplace from any disputes, claims, or liabilities arising from their services. This includes financial responsibility for any settlements, judgments, legal fees, or other costs incurred due to their professional practice.

By adhering to these commitments, Healthcare Providers ensure that users of the Tibbi TeleMed Telemedicine Marketplace receive the highest standard of care, fostering trust and reliability within the telemedicine ecosystem.

11. OPERATOR COMMITMENTS

The Operator of the Tibbi TeleMed Telemedicine Marketplace acts as the technical administrator of the Marketplace, ensuring its functionality, maintenance, and compliance with applicable regulations. The Operator does not provide medical services and is not responsible for the quality, accuracy, or outcomes of the services provided by medical service providers. The Operator solely facilitates connections between patients and medical service providers through the Tibbi TeleMed Marketplace.

To maintain the integrity of the Marketplace while operating within these limitations, the Operator commits to the following obligations:

11.1. Technical Administration and Compliance

The Operator ensures the functionality, security, and continuous maintenance of the Marketplace to provide a reliable environment for users and medical service providers.

The Operator ensures that the Marketplace operates in compliance with applicable telemedicine regulations, data protection laws, and industry best practices.

The Operator implements necessary technical updates and improvements to enhance user experience, system stability, and security.

The Operator does not provide medical services and is not responsible for the clinical decisions, medical advice, or treatments provided by healthcare professionals using the Marketplace.

11.2. Contractual Agreements with Healthcare Providers

The Operator enters into a contract with each healthcare provider before granting access to the Marketplace.

This contract establishes the provider’s obligations regarding compliance with the Marketplace’s policies, licensing requirements, data protection, and adherence to applicable healthcare regulations.

The contract does not constitute an employment or agency relationship; medical service providers operate independently and assume full responsibility for the services they deliver.

11.3. Selection of Medical Service Providers

The Operator establishes criteria for selecting medical service providers, ensuring that only licensed and reputable clinics and healthcare professionals are permitted to offer services through the Marketplace.

Providers must meet all licensing, certification, and professional requirements mandated by the relevant healthcare authorities in their jurisdiction.

The Operator is not responsible for verifying medical competence beyond confirming official licensing and credentials.

11.4. Verification of Licenses and Credentials

The Operator verifies that all medical service providers maintain valid professional licenses and certifications before granting them access to the Marketplace.

Providers must submit up-to-date documentation, including medical licenses, proof of insurance, and any other credentials required for their respective medical professions.

The Operator does not conduct independent assessments of medical skills, clinical experience, or adherence to medical best practices.

The responsibility for maintaining valid credentials and meeting ongoing professional development requirements remains solely with the medical service providers.

11.5. Onboarding and Training

The Operator provides a structured onboarding process to introduce medical service providers to the functionality, policies, and best practices of the Marketplace.

Training sessions cover Marketplace use, patient communication standards, data security measures, and compliance with telemedicine regulations.

The Operator’s training does not replace any regulatory, clinical, or professional training required by medical boards or licensing authorities.

Providers are solely responsible for ensuring they meet all professional and ethical standards in their practice.

11.6. Monitoring and Compliance

The Operator monitors provider activities to ensure adherence to the terms and conditions of the Marketplace and compliance with healthcare regulations, within the scope of its role as a Marketplace facilitator.

Random audits focus on administrative compliance, such as adherence to Marketplace policies and data security measures, but do not evaluate the medical decision-making or clinical outcomes of providers.

The Operator has the right, but not the obligation, to take action against providers who violate Marketplace policies.

Providers found to be in violation of the Marketplace’s rules or regulatory requirements may be subject to warnings, temporary suspensions, or removal from the Marketplace, at the Operator’s discretion.

11.7. Reporting and Enforcement

The Operator maintains a reporting mechanism that allows users and regulatory bodies to submit complaints or concerns regarding medical service providers.

The Operator reviews complaints related to Marketplace policy violations and Marketplace misuse but does not intervene in medical disputes, treatment decisions, or malpractice claims.

If a provider is found to be non-compliant with Marketplace rules, the Operator may terminate their access to the Marketplace and, if necessary, report violations to the appropriate regulatory authorities.

The Operator does not have the authority to conduct disciplinary actions against medical service providers beyond removing their access to the Marketplace.

By upholding these commitments within its defined limitations, the Operator ensures that the Tibbi TeleMed Marketplace remains a trusted and compliant telemedicine Marketplace while respecting the independence and responsibility of medical service providers.

12. USE OF THE MARKETPLACE

12.1. Official Website

The Marketplace's official Marketplace is the only authorized representation of Marketplace. Marketplace disclaims any responsibility for unauthorized websites claiming to represent Marketplace.

12.2. General Information

Information provided on the Marketplace is intended for general informational purposes only. It does not substitute personalized medical advice, diagnosis, or treatment provided by qualified healthcare professionals. Users should not use the Marketplace to self-treat, self-prescribe medications, or diagnose health problems or diseases.

12.3. Consultation with Healthcare Professionals

Users should consult healthcare professionals authorized to practice medicine in their region for questions regarding their health condition or any medical concerns. This includes seeking advice before initiating new treatments, diets, exercise programs, or acting upon information obtained from the Website.

12.4. Disclaimer of Liability

The content on the Marketplace may not cover all health conditions or their treatments. Users who act on information from the Marketplace do so at their own risk. Marketplace disclaims liability for any injuries, deaths, or damages resulting from Users’ application of information or misuse of the Marketplace and its content.

12.5. Endorsement

Marketplace does not endorse or promote specific brands of products, services, methods, or other information presented on the Website.

12.6. Establishment of Doctor-Patient Relationship

The presentation of general information and use of the Marketplace do not establish a doctor-patient relationship between Users and Marketplace or its employees. However, communication facilitated through the Marketplace may establish a doctor-patient relationship between Users and Healthcare Providers.

12.7. Quality of Services

All healthcare services and telemedicine services accessible via the Marketplace are provided by qualified, licensed, and authorized Healthcare Providers and their Healthcare Professionals. If you are dissatisfied with the services provided or wish to raise a concern about services or the Marketplace, you may do so at any time by contacting us via the support chat on the Marketplace or using the contact information provided on the website. All your concerns will be handled with respect, and Marketplace will maintain the confidentiality of your information.

Where applicable, your concerns may also need to be addressed by the regulatory body governing Healthcare Professionals. Marketplace acts as a facilitator and does not directly control the quality of services provided by Healthcare Providers. Therefore, any disputes regarding the quality of services or any dissatisfaction with the Healthcare Providers must be addressed directly with the respective Healthcare Provider. Marketplace does not have an obligation to mediate or resolve such disputes, nor does it provide refunds for services rendered by Healthcare Providers.

12.8. Communications and Notifications

We may periodically send you communications related to your use of the Marketplace and your request for Services. These communications may include, but are not limited to, reminders of your Consultations, administrative notices, and other messages that may contain your personal health information. These communications may be delivered through our Marketplace or through third-party secure electronic medical records software.

We prioritize communicating with you via secure channels to protect your privacy and personal health information. However, there may be instances where we are unable to reach you through secure means. In such cases, we may resort to using unsecured messages or contacting a family member to ensure we can provide you with the necessary care and information.

Please note that while we strive to maintain the confidentiality and security of your information, the use of unsecured channels may involve certain risks. By using the Marketplace, you acknowledge and accept these risks and consent to our communication practices as described.

If you have any concerns about the confidentiality or security of the communications you receive, please contact us immediately via the support chat of the Marketplace or using the contact information provided on the website. We will address your concerns promptly and ensure your information is handled with the utmost care.

13. SERVICES PRICE POLICY

13.1. Pricing and Availability

Prices and availability of services offered on the Marketplace and Marketplace are subject to change without prior notice. While Marketplace makes every effort to ensure the information on the Marketplace is accurate and complete, there may be typographical errors, illustrations, or pricing inaccuracies. In such cases, Marketplace reserves the right to correct these errors and inaccuracies without liability.

13.2. Telemedicine Fees

Users will be charged a fee for any Telemedicine Services received from a Healthcare Provider. This fee includes:

• Healthcare Provider Fee: This fee is set by the Healthcare Provider for their professional services rendered during the Telemedicine consultation. It reflects the expertise and time of the Healthcare Provider.
• Service Fee: Marketplace charges a service fee for using its platform to facilitate Telemedicine consultations. This fee covers operational costs, platform maintenance, and customer support provided by Marketplace.
• Transaction Fee: This fee is charged by Stripe, the third-party payment processor used by Marketplace, for processing payments securely and efficiently.

In some instances, Telemedicine Fees may be paid by a third-party payer, such as an employer under a corporate membership plan, if Marketplace has agreements in place with these third parties for payment processing, ensuring seamless financial transactions between the payer, Marketplace, and the Healthcare Provider.

13.3. Pricing Details

All prices displayed on the Marketplace are denoted in Canadian dollars unless otherwise specified. Consultation and Service Fees are typically inclusive of all applicable taxes, including GST/QST, where applicable.

13.4. Payment Terms

Before scheduling a Consultation or booking a service, Users must submit credit card information to validate their card. Marketplace, on behalf of Healthcare Providers, captures the funds and places a hold on the credit card for the total amount of the Telemedicine Fees. This hold ensures that funds are reserved to cover the cost of services once rendered. If the provided credit card information is inaccurate or declined during validation, access to Marketplace services may be restricted. Once the User has obtained Healthcare Services, Marketplace will process the charge to the credit card and issue a receipt detailing the transaction.

Premium Membership Options

Marketplace offers access to specified Services through fixed-term memberships for a flat fee ("Premium Telemedicine Fee"). Membership plans outline applicable Telemedicine Fees, coverage details, and any special discounts available to members. Membership fees are non-refundable, even if Services covered under the plan is not utilized during the membership period. Memberships automatically renew unless canceled by the User through the Marketplace platform.

Third-Party Payments

Marketplace permits third parties, such as employers, to fully or partially pay Telemedicine Fees on behalf of Users under corporate membership plans. Users must comply with Marketplace Terms and Conditions, except for direct payment obligations covered by the third party. Marketplace informs Users of any changes or terminations to third-party coverage, offering options to continue service under existing accounts if direct payment obligations are met.

Coverage by Private Insurance Healthcare Policies

Users may have Telemedicine Fees covered by private insurance healthcare policies. If eligible, Users are responsible for submitting Marketplace invoices to their insurance companies for reimbursement. The Marketplace does not directly refund such payments. Users must contact their insurance company directly to process reimbursement for expenses incurred.

13.5. Fee Structure Transparency

Marketplace ensures transparency in its fee structure, providing Users with clear information about Telemedicine Fees and any associated charges before they confirm their appointments or membership plans. This transparency enables Users to make informed decisions regarding their healthcare services and financial commitments.

13.6. Compliance and Dispute Resolution

By using the Marketplace, Users agree to comply with its pricing policies and terms related to payment for Telemedicine Services and Healthcare Services. Healthcare Providers are responsible for the accuracy of pricing information and ensuring that Users are informed about all costs associated with their services. In the event of disputes or claims related to Telemedicine Fees, Healthcare Providers indemnify Marketplace from any financial liabilities arising from such disputes, affirming their accountability for the Services they provide.

13.7. Pricing and Currency Display

Canada

All prices displayed on this Platform are shown in United States dollars (USD) for general reference purposes. When the selected service region is Canada, prices displayed within the mobile application may appear in Canadian dollars (CAD), subject to the availability of currency support.

The final cost of telemedicine consultations and related services is determined by the internal pricing policy of the participating licensed healthcare provider, clinic, or organization, and may vary by region. Prior to confirming an appointment or initiating a consultation, the exact and total price will be disclosed to the patient. No charges will be incurred without express patient consent. All prices are inclusive of applicable taxes and fees unless otherwise stated.

Where Canadian dollar pricing is not available, USD will be used as the default display currency. Operator reserves the right to update supported currencies and display formats at any time without notice, in accordance with Canadian consumer protection laws.

European Union

All pricing information presented on this Platform is denominated in United States dollars (USD) unless explicitly stated otherwise. For services accessed from European Union member states, prices shown within the mobile application may remain in USD, subject to system configuration.

Pricing for medical consultations and related services is determined based on the selected region and the internal policies of the affiliated healthcare provider. Prior to completing a booking or consultation, the full and final price will be clearly displayed and must be reviewed and approved by the patient. No payment will be processed without explicit consent.

This Platform adheres to applicable European Union laws regarding consumer protection and digital services transparency. Operator may change or update the supported display currencies, price presentation methods, and fee structures without prior notice, provided that all disclosures required under EU directives are maintained.

United Arab Emirates (UAE)

Prices displayed on this Platform are in United States dollars (USD) for general reference. For services selected in the United Arab Emirates, prices shown within the mobile application may be displayed in Emirati dirhams (AED), where supported.

Final pricing is determined by the selected service region and the internal pricing policy of the participating licensed medical clinic or provider. Prior to the confirmation of any consultation or appointment, the full cost will be disclosed to the patient in a clear and transparent manner. No charge will be applied without the patient’s explicit approval. Prices may include applicable VAT and fees, depending on local requirements.

In accordance with UAE e-commerce and healthcare regulations, the Platform reserves the right to modify the currency display, pricing format, and region-specific options without prior notice. When a local currency is not supported, USD will be shown by default.

14. TERMS OF PAYMENT

14.1. Membership Plans

Notwithstanding any prior billing arrangements for users who registered before this updated Agreement, the Marketplace offers four (4) Membership plans for accessing its services:

(i) Pay-as-you-go: This plan requires no subscription or usage fee.

(ii) Marketplace Premium Monthly: This plan entails a minimum commitment of three (3) months, with a monthly usage fee for the principal member and an additional fee for each additional member.

(iii) Marketplace Premium Annual: This plan involves a single-payment annual usage fee for the principal member and an additional fee for each additional member.

(iv) Foreigner: This plan does not require a subscription or usage fee.

14.2. Recurring Payments

Upon registration, you authorize the Marketplace to charge the Usage Fees using the credit card provided at registration. Payments are processed monthly or annually, as per your selected Membership plan. If a payment is overdue, Marketplace reserves the right to suspend your access to services until the outstanding payment is settled. This suspension does not terminate the Agreement, and fees continue to accrue until the Agreement is canceled.

14.3. Billing Period

Your monthly or annual invoice, detailed in Article 10.2, grants access to the Marketplace services for the subsequent one-month or one-year period following the invoice date. Unless otherwise specified in this Agreement or in case of overpayment, all fees are non-refundable, non-cancellable, and cannot be carried forward as credit or discounts in future transactions.

14.4. Taxes

Fees under this Agreement exclude any applicable taxes or duties specific to the jurisdiction where the services are utilized. Should the Marketplace incur any such duties or taxes, you agree to reimburse the Marketplace for these amounts in addition to the applicable fees under this Agreement.

14.5. Account Registration

To use the Marketplace under a Membership plan, you must create a user account (“Account”) and be at least 14 years old, agreeing to these Terms and Conditions and the Privacy Policy. Depending on your selected plan, your Account may be designated as either a “Primary Account Holder” or an “Additional Member,” which includes eligible dependents residing in the same household. You will need to provide accurate personal information, including full names, birthdates, email addresses, phone numbers, home addresses, health insurance card or government-issued ID, a unique password for the Account, and payment details such as a credit card.

14.6. Accuracy of Information

You are responsible for ensuring all information provided in your Account is accurate, current, and complete. It is your obligation to promptly update any changes to maintain accuracy. Account settings can be modified at any time to reflect updated information.

14.7. Non-Transferability

You are prohibited from transferring or selling your Account to others or allowing unauthorized access by third parties.

14.8. Payment Processing

The Marketplace does not store or manage credit card information. All payment transactions are processed through Stripe, a third-party payment processor. By utilizing Stripe's payment services, you agree to comply with their terms and conditions. The Marketplace disclaims liability for any issues arising from payment processing conducted by Stripe.

14.9. Other Charges and Fees

Access to the Marketplace via mobile devices or web browsers incurs your responsibility for software requirements, data charges, and related fees.

Certain services may not be included in your Membership plan (e.g., blood or lab tests, COVID-19 testing, medication fees, in-person visits with affiliated specialists). You are responsible for covering fees associated with these additional services, and you will be notified in advance of any applicable charges.

When seeking services from Healthcare Providers, you enter a direct business relationship with them. The Marketplace facilitates and processes payments on behalf of Healthcare Providers. Payment of service fees via the Marketplace is equivalent to direct payment to the Healthcare Provider. Funds paid through the Marketplace for services are transferred directly to the Healthcare Provider’s designated account.

You are required to provide valid credit card information for payments. Upon request, we will issue an insurance receipt.

The Marketplace assumes no responsibility for currency exchange rate fluctuations, if applicable, or for processing fees imposed by your financial institution or payment provider.

You agree to exclusively use the Marketplace for payment of telemedicine consultations and services. Direct payment to Healthcare Providers for these services is prohibited.

14.10. Membership Price Changes

The Marketplace reserves the right to change the price of Membership plans at any time. Price changes will take effect upon renewal of your Membership plan for a new term, and you will be required to renew at the new price. You have the option to unsubscribe at any time and switch to a Pay-as-you-go non-subscription plan.

14.11. Appointment Cancellation and Refund Policy

Patients may cancel scheduled appointments with Healthcare Providers or for any Marketplace services under the following conditions:

• More than 72 hours before the appointment: 100% refund
• Between 72 hours and 24 hours before the appointment: 70% refund
• Less than 24 hours before the appointment or in case of no-show: No refund

Important Notes:

• Cancellations must be submitted through the Marketplace platform. The cancellation time will be recorded based on the system’s local time at the moment the request is received.
• The Marketplace reserves the right to cancel appointments at any time if: The consultation environment is unsafe or non-confidential; Secure communication cannot be established or maintained; A technical issue prevents the proper delivery of services.
• In such cases, the patient will be offered the option to reschedule or receive a full refund.
• Important: No refunds will be issued for consultations already conducted by Healthcare Providers, regardless of the consultation’s outcome or content.

Missed Appointments (No-Shows):

• If a patient fails to attend a scheduled appointment without providing prior notice, no refund will be issued.

Force Majeure:

• In the event of unavoidable circumstances (such as serious illness, natural disasters, or other emergencies), refund and cancellation decisions will be made at the sole discretion of both the Marketplace and the Healthcare Provider, based on a case-by-case review and any supporting documentation provided.

Agreement:

• By booking an appointment, the patient confirms understanding and acceptance of this Appointment Cancellation and Refund Policy.

14.12. Marketplace Rights

Marketplace reserves the right to modify the terms of payment, including fees and billing practices, at its discretion. Any changes will be communicated to users in advance and will apply upon renewal of Membership plans. Users may opt to unsubscribe and switch to a non-subscription plan as outlined in Article 10.10.

14.13. Pricing and Provider Selection

The cost of Telemedicine Services or any Healthcare Service is set by the Healthcare Provider. You have the freedom to choose the Healthcare Provider whose service fees are most suitable for you. The Marketplace does not regulate or set prices for services provided by Healthcare Providers.

15. MARKETPLACE COMMITMENTS

15.1. Technical Support

The Marketplace commits to providing technical assistance via email at support @ tibbitelemed.com on weekdays (Monday to Friday), during normal business hours (9:00 a.m. to 5:00 p.m., Quebec time), subject to Section 14 below.

15.2. Availability

The Marketplace undertakes to use commercially reasonable efforts to maintain adequate availability of the Application within the province of Quebec. However, certain threats or technical issues may necessitate the suspension of Services to protect the Application and Your Data. In such cases, the Marketplace will notify you promptly and take reasonable steps to minimize the interruption of access to the Application.

15.3. Security

The Marketplace is committed to implementing commercially reasonable security procedures to protect Your Data from security attacks. While efforts are made to secure data transmissions, the Marketplace cannot guarantee error-free security procedures or that unauthorized third parties will not circumvent these measures. For inquiries regarding data security, please contact the Data Protection Officer at support @ tibbitelemed.com

15.4. Supervision of Professionals

Upon receiving a complaint regarding the services provided by a Healthcare Provider at support @ tibbitelemed.com, the Marketplace will undertake a timely investigation. Based on the investigation's findings, the Marketplace reserves the right to take appropriate action, including removing the Healthcare Provider from the Services, at its discretion.

16. LIMITED WARRANTIES

16.1. Application

You acknowledge and agree that the Application is provided on an "as is" and "as available" basis. To the extent permitted by law, Marketplace makes no representations or warranties of any kind, express or implied, regarding the operation of the App or the information, content, materials, or products and services included or referred to. Marketplace disclaims all express or implied warranties and conditions, including but not limited to warranties of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement of third-party rights. Marketplace does not guarantee that there will be no problems, viruses, or other harmful components, that you will not lose your data, or that the Application will meet your requirements. Your use of the App is at your own risk. You are fully responsible for any damage that the App may cause to your devices. In no event shall Marketplace be liable for any delays, interruptions, service failures, or other issues inherent in the use of the internet, electronic communications, telecommunications networks, or other systems or networks beyond the reasonable control of Marketplace.

16.2. Healthcare Providers

You acknowledge and agree that Marketplace provides you with a technology platform that connects users with healthcare professionals who are fully responsible for and have full control, authority, and supervision overall health services they provide to users on the App. This includes, without limitation, medical advice, diagnosis, treatment, and all medical procedures performed through the Marketplace and telemedicine consultations. Neither Marketplace nor any of its affiliated entities shall be liable for any health services provided by healthcare providers. Therefore, you agree that Marketplace is not liable in any way for the acts committed during the services by healthcare providers and the consequences resulting from them.

16.3. Disclaimer of Liability

16.3.1. General Disclaimer

Some provinces and territories do not allow for the exclusion or limitation of liability for all types of damages (including the Province of Quebec). In those provinces, we will only be liable to you for damages that we are expressly required to be liable to you under applicable law. In all other cases, you expressly understand and agree that we shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages which may be incurred by you in connection with your use of the Marketplace, however, caused and under any theory of liability including, but not limited to, any business losses, loss of profit, lost opportunities, loss of data suffered, or other intangible loss. The limitations on our liability to you in this section shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

16.3.2. Consequential Damages

To the fullest extent permitted by law, neither party shall be liable for any indirect, special, punitive, incidental, or consequential damages of any kind, regardless of the form of the action, whether in contract or extra-contractual, strict liability or otherwise, even if advised in advance of the possibility of such damages.

16.3.3. Direct Damages

To the extent permitted by law and subject to the disclaimer of warranties above, Marketplace's total liability for any damages will not exceed the amount paid by you to Marketplace for the Application in the one (1) month immediately preceding the claim. Notwithstanding the foregoing, you release Marketplace from any and all liability in connection with your use of the Application, and your inability to use the Application. If you are dissatisfied with the App, your sole and exclusive remedy is to discontinue using the App.

16.3.4. Exceptions

Notwithstanding all of the foregoing, but subject to Section 10, the limitations and disclaimers set forth herein do not apply to: (i) the gross negligence or willful misconduct of either party, (ii) indemnity obligations, (iii) any personal and moral damages, and (iv) any breach of your covenants under Section 8.

16.4. Termination and Modifications

Marketplace makes no warranties or representations regarding the availability of the Marketplace and reserves the right to terminate, modify, interrupt, or delete any aspect of the Marketplace at any time, in its sole discretion and without notice. The Marketplace and its content are accessible "as is" when available and cannot be modified by the User.

16.5. Use at Your Own Risk

Marketplace assumes no responsibility for the use of Marketplace and shall not be held liable for any damage or injury of any kind whatsoever that may arise or occur as a result of such use. Any browsing or use of the Marketplace and/or its content is done under the full and sole responsibility of the User and at their own risk.

16.6. Additional Disclaimers

In accordance with the law, Marketplace and its directors, administrators, employees, licensors, representatives, and service providers make no guarantees and shall not be held liable for any representations, warranties, covenants, and conditions, express or implied, with respect to the Marketplace and/or its content, including but not limited to:

• The guarantee that the Marketplace and/or its contents meet the requirements and/or needs of the User or are compatible with their computer equipment.
• The guarantee that the Marketplace and/or its content are accurate, valid, error-free, appropriate, reliable, truthful, current, complete, and available from any location.
• Warranties or conditions relating to merchantability and fitness for a particular purpose, non-infringement, legality, or any other warranty given in the ordinary course of business.
• The guarantee that the products offered on the Marketplace are always available.

16.7. Limitation of Liability

IN NO EVENT WILL MARKETPLACE BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS, OR OTHER SYSTEMS OR NETWORKS OUTSIDE OUR REASONABLE CONTROL.

16.8. Compliance with Local Laws

The User agrees that they must comply with local laws if accessing the Marketplace and/or its content from a location other than Canada. Use of the Marketplace in a jurisdiction where the content is illegal is prohibited. Any violation of this provision is entirely at the User's own risk.

16.9. No Medical, Legal, or Financial Advice

No portion of the Marketplace content shall be construed as constituting a representation, warranty, or advice of a medical, legal, or financial nature. The User understands and acknowledges that they must consult a duly qualified professional to verify any information and before acting on any content of the Marketplace.

16.10. Release of Liability

The User acknowledges that neither Marketplace nor its directors, administrators, employees, licensors, representatives, and service providers shall be held liable in any way regarding the Marketplace and/or its content for any injury, damage, or loss whatsoever, including but without limitation to:

• Direct, indirect, consequential, punitive, exemplary, incidental, or special damages.
• Any medical or pharmaceutical injury, bodily injury, inappropriate treatment, or death resulting from the use or misuse of the Marketplace and/or its content.
• Any damage or loss resulting from acts, omissions, inaccuracies, or conduct with respect to third-party websites.
• Any damages for pain and suffering, emotional distress, harm to business or reputation, loss of data, software, or computer resources, loss of profits, benefits, income, salary, or employment compensation, loss of savings, or loss of opportunity.
• Any damage or loss that results from inconvenience, delay, or inability to access or use the Marketplace and/or its contents, or the contents of any related site.
• Any damage resulting from viruses or other harmful elements, data corruption, problems, or inaccessibility relating to telecommunication services, transmission problems, and/or interception of communications to or from the website.
• Any damage caused by the User, their employees, representatives, or service providers.
• Any damage related to events beyond the control of Marketplace and its personnel.

These limitations apply regardless of the cause of such injury, damage, or loss and regardless of whether arising out of contractual responsibility, extra-contractual responsibility, breach of contract, tort, negligence, gross error, or otherwise, even if Marketplace or its personnel have been advised of the possibility of such injury, damage, or loss and even if it was reasonably foreseeable.

If the User incurs any prejudice whatsoever or does not accept the present terms and conditions, the User should leave the Marketplace immediately.

17. TERM AND TERMINATION

17.1. Duration

This Agreement will be effective for a period of twelve (12) months (the "Term") from the date of acceptance. The Agreement will automatically renew for additional twelve (12) month periods, unless either party provides notice of termination at least thirty (30) days before the end of the current Term. Renewal is subject to termination in accordance with this Agreement.

17.2. Termination by the User

You can unsubscribe and cancel your account at any time through the settings of the application. If applicable, you will retain access to the Application for the remainder of the current billing period (month or year) based on your type of premium account and for which the pre-authorized debit has already been made. If you wish to terminate your Account, your Account will be closed provided that: (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account; and (iii) you have completed any other obligation(s) associated with your use of the Marketplace.

17.3. Termination by Marketplace

Marketplace reserves the right to control usage and to prohibit access to the Marketplace and/or its content at any time. Marketplace may terminate your right to use the Marketplace and/or its content without notice and without cause. Certain provisions of these Terms and Conditions, including but not limited to those relating to content downloaded from the Website, intellectual property, restrictions on use of the content, and limitations on warranties and liability will continue to take effect even following the termination or expiration of this Agreement. Marketplace shall not be held liable to the User and/or any third party for such termination. We may also terminate your use of the Marketplace in case of any breach, misuse, or non-compliance by you with these Terms and Conditions. Additionally, we may terminate access to the contents, features, functionality, products, and services made available in connection therewith at any time and for any reason, with or without cause, without prior notice to you, and without any liability.

17.4. Survival of Obligations

Termination of the Agreement will terminate any license or sublicense granted to you and end Marketplace's obligation to provide you with Services and access to the Application. However, all provisions of this Agreement which by their nature should survive any termination or expiration shall remain in full force and effect. Subject to any applicable laws and the ethical and professional obligations of the Healthcare Providers providing Services to you, we will have no further obligation of any kind whatsoever to you or any other party. We reserve the right to preserve, retain, or delete your information, including personal information, in accordance with the Privacy Policy and any applicable laws and regulations.

18. INDEMNIFICATION

18.1. User's Indemnification Obligation

The User agrees to indemnify, defend, and hold harmless "Marketplace," its affiliates, directors, officers, shareholders, and employees from and against any and all damages, claims, liabilities, losses, costs, fines, penalties, and expenses, including reasonable legal fees and costs, that "Marketplace" and its affiliates may suffer or be required to pay, directly or as a result of a claim by a third party, arising out of or resulting from:

1. Your use or misuse of the Application and/or its content;
2. Any information or content transmitted by you via email or other correspondence;
3. Any use of Your Data permitted by this Agreement;
4. Any alleged breach by you of this Agreement;
5. Any misrepresentation made by you;
6. Any violation of any rights of a third party in connection with your use of the Marketplace or Services;
7. Any violation of any law, rule, or regulation by you;
8. Any claim of infringement or violation of any intellectual property rights or other rights of a third party by your content or use of the Application;
9. Any other action, omission, or conduct by you that is negligent, illegal, or wrongful.

18.2. Conditions of Indemnification

Marketplace will promptly notify you of any such claim, suit, or proceeding and will reasonably cooperate with you, at your expense, in your defense of any such claim, suit, or proceeding. You shall not settle any such claim, suit, or proceeding without the written consent of Marketplace, which shall not be unreasonably withheld.

18.3. Indemnification Procedure

You agree to assume full control of the defense and settlement of any claim subject to indemnification; however, you agree (a) to notify Marketplace of any such claim in writing promptly upon learning of it; (b) to provide Marketplace with all reasonable assistance in the defense or settlement of such claim; and (c) not to accept any settlement or enter into any agreement that imposes any obligation or liability on Marketplace without Marketplace's prior written consent.

18.4. Continued Obligations

Your obligations under this Article 16 shall survive the termination of this Agreement and your use of the Application.

19. OWNERSHIP RIGHTS

19.1. Ownership

The Application is available to you under license. You do not acquire any ownership rights through its use. "Marketplace" retains all rights, know-how, title, and interest, including all intellectual property, whether protected or not, and trade secrets related to the Application, its overall appearance, any associated or underlying technology, and any modifications or derivative works of the Application created by or for "Marketplace".

19.2. Suggestions

From time to time, you may submit comments, information, questions, data, ideas, process descriptions, or other information to "Marketplace" (collectively referred to as "Suggestions"). "Marketplace" may anonymize these Suggestions and use, copy, disclose, license, distribute, and exploit them in any manner without obligation, royalty, or restriction based on intellectual property rights or otherwise. This excludes "Your Data", and nothing in this Agreement limits Marketplace's right to independently use, develop, evaluate, or market the Services, whether or not they incorporate your Suggestions.

19.3. Performance Indicators

Notwithstanding any other term of this Agreement, "Marketplace" is authorized to use "Your Data", once anonymized, to aggregate it with data collected from other customers. This aggregated data will be used for analytical and statistical purposes ("Performance Indicators"). "Marketplace" may disclose the Performance Indicators to any person at its sole discretion.

20. CONFIDENTIALITY

20.1. Confidential Information

Each party agrees that any invention, know-how, technical, financial, medical, or business information, or any information specifically designated as confidential or reasonably understood to be confidential or proprietary, disclosed to the receiving party ("Receiving Party") by the disclosing party ("Disclosing Party") shall be the confidential property of the Disclosing Party ("Confidential Information"). The Receiving Party will use reasonable efforts (which shall be no less than the efforts it uses to protect its own Confidential Information of a similar nature) to prevent the disclosure of the Disclosing Party's Confidential Information for purposes other than those permitted by this Agreement, unless authorized by the Disclosing Party.

20.2. Exceptions

Notwithstanding the foregoing, these Terms and Conditions shall not apply to Confidential Information that:

• Has been excluded in writing from the application hereof;
• Is or becomes public knowledge other than by acts or omissions in violation of these Terms and Conditions;
• Has been lawfully obtained by the Receiving Party from independent sources lawfully possessing such information;
• Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.

20.3. Privacy Policy Compliance

All information collected or used by Marketplace to provide you with access to the Marketplace and Services and provided by the User by accessing or using the Marketplace, is subject to and must comply with the Privacy Policy. You agree to review the Privacy Policy regularly and to comply with any updates or amendments.

20.4. Account Security

You agree that the Account you use to access the Marketplace can only be used by you and that you will not share your password with anyone. You must notify us immediately if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your password. You acknowledge and agree that Marketplace shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the unauthorized use of your Account.

20.5. Personal Use of Services

Except as otherwise disclosed or scheduled with the Marketplace Health Provider before services or consultations are rendered, or as provided in these Terms and Conditions, you agree to use the Services solely for your benefit and not for the benefit of any third party. You agree that any prescriptions you receive from one of the Health Providers are solely for the personal use of the individual named on the prescription. Additionally, you will keep confidential any and all discussions held during your Consultations as directed by the Health Providers.

20.6. Reporting and Addressing Concerns

If you are not satisfied with the services provided or wish to raise a concern about the services or the Marketplace, you may do so at any time by contacting us via the support chat on the Marketplace or through the contact information presented on the website. All your concerns will be handled with respect and confidentiality. Where applicable, your concerns may also need to be addressed by the Health Providers’ regulatory body.

21. GENERAL PROVISIONS

21.1. Notices

Any notice or other communication required or permitted under this Agreement must be in writing and shall be deemed duly notified or made if (i) delivered by hand, (ii) mailed in first class mail, or (iii) sent by email to the addresses listed in this Agreement or in a user account.

21.2. Amendment of Agreement

Except for the nature of the Services offered, any provision of this Agreement may be modified by the Marketplace in its sole discretion. In such an event, the Marketplace will provide you with notice at least ten (10) days after the effective date of the changes to the Agreement. If you do not agree to these changes, you may terminate the Agreement in accordance with the terms of Section 7.2 if the change results in an increase in your obligations and/or a reduction in the obligations of the Marketplace. Otherwise, use of the Marketplace and Services after the changes take effect will constitute consent to the new terms of the Agreement.

21.3. Autonomy of provisions

This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous communications, proposals, and representations, oral or written, regarding the Services or any other subject matter covered herein. If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, that provision shall be severed, and the remainder of this Agreement shall remain in full force and effect and shall be construed so as to respect the intent of the parties to the greatest extent possible.

21.4. Force Majeure

The Marketplace shall not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to force majeure or unforeseen events beyond the reasonable control of the Marketplace.

21.5. Assignment

Your rights and obligations under the Agreement may not be assigned without the prior written consent of the Marketplace. The Marketplace may assign any or all of its rights and obligations under this Agreement.

21.6. Injunctive Relief

Nothing in this Agreement shall prevent either party from seeking injunctive relief for infringement of intellectual property rights, confidentiality obligations, or in connection with the enforcement or recognition of any decision or order made in any appropriate jurisdiction.

21.7. Governing Law

The Marketplace, operated by Operator, is subject to these terms and conditions governing access to and use of the Marketplace, its content, and services. These terms are governed by the laws of the Province of Quebec and Canada’s federal laws applicable therein, without consideration of conflict of law principles.

• Exclusive Jurisdiction for Medical Services: You hereby acknowledge that the courts of the province or territory in which you are located at the time the telemedicine services or other medical services that are provided to you shall have exclusive jurisdiction to hear any complaint, claim, demand, proceeding or cause of action whatsoever arising out of or relating to such medical or other care and treatment or advice received, or any other aspect of the relationship between you and the corresponding healthcare provider.
• Dispute Resolution: Any dispute arising from or related to these terms and conditions, or the use of the Marketplace, shall be submitted exclusively to a court of competent jurisdiction in Quebec, located within the judicial district of Quebec.
• Waiver of Class Action: The User agrees to waive any right to participate in any class action against the Marketplace with respect to this Marketplace, its content, services, or these terms and conditions.
• Severability and Non-Waiver: If any particular provision of these terms and conditions is found by a court of competent jurisdiction to be invalid, such invalidity shall not affect the validity or enforceability of the remaining provisions of these terms and conditions, which shall remain in full force and effect. Any invalid provision shall be deemed severable from the remainder of the Terms and Conditions. The failure of the Marketplace to exercise any of its rights shall not constitute a waiver by the Marketplace of any subsequent exercise of such right or of any other right provided for in these terms and conditions.

21.8. Independent Parties

The parties hereto are independent. This Agreement shall not be construed as establishing a partnership relationship between the parties or as creating any other form of legal association that would give either party any right, power, or authority, express or implied, to create any duty or obligation to the other party.

21.9. Links to Third-Party Websites

The Marketplace may include hyperlinks to websites operated by third parties for the convenience of Users, providing access to additional information. The Marketplace does not guarantee the security, legality, timeliness, reliability, accuracy, completeness, or relevance of any third-party websites. Users acknowledge and agree that the Marketplace assumes no responsibility for third-party websites, their content, information, or any consequences of accessing them. Visiting third-party websites from the Marketplace does not imply endorsement, recommendations, or promotion by the Marketplace of their content.

The Marketplace expressly disclaims all warranties, commitments, representations, and conditions related to third-party websites, including but not limited to:

• Their merchantability or fitness for any particular purpose;
• Access to content, materials, software, products, or services offered by or available through third-party websites;
• The availability of third-party websites and the presence of errors, viruses, or other harmful components;
• Any content on third-party websites that may constitute or encourage illegal activities, violate the rights of others, or invade privacy, including the transmission of confidential information.

Users are solely responsible for verifying whether they are accessing the Marketplace or a third-party website and should exercise caution and discretion when accessing external links.

20.10. Language of the Agreement and Dominant Version

The parties acknowledge and agree that this Agreement has been drafted in both English and French. In the event of any inconsistency or discrepancy between the provisions of the English and French versions of this Agreement, the parties agree that the English version shall prevail.

21.11. Amendment to Terms

Marketplace reserves the right to amend these terms and conditions at any time, with notice to Users as set forth in Article 19.1 (Notices). Continued use of the Marketplace after such amendments constitutes acceptance of the revised terms.

21.12. Effective Date

These terms and conditions are effective as of October 30.2024 and govern all use of the Marketplace from that date onward.

22. COMPLETE AGREEMENT

22.1. Entire Agreement

These terms and conditions constitute the entire agreement between the Marketplace, operated by Operator, and you with respect to your access to and use of the Marketplace, including its content and services. This agreement supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between you and the Marketplace regarding such access and use.

22.2. Additional Terms and Conditions

In the event that additional terms and conditions are communicated to you, such as any license agreement for the use of software or specific service terms, those additional terms and conditions shall take precedence over these present terms and conditions to the extent of any conflict. You agree to comply with any such additional terms and conditions, which will be considered an integral part of this complete agreement.

22.3. Modifications to the Agreement

The Marketplace, operated by Operator, reserves the right to modify these terms and conditions at any time. You will be notified of any significant changes through the Marketplace or via email. Your continued use of the Marketplace after such modifications will constitute your acceptance of the revised terms and conditions.

22.4. No Other Representations

You acknowledge that you have not relied on any representation, warranty, or statement other than those expressly set out in these terms and conditions. Any statements or assurances made by employees or representatives of the Marketplace, operated by Operator, that are not explicitly included in these terms and conditions shall not be binding.

22.5. Assignment

You may not assign or transfer your rights or obligations under these terms and conditions without the prior written consent of the Marketplace, operated by Operator. Any attempted assignment or transfer without such consent shall be null and void. The Marketplace, operated by Operator, may assign or transfer its rights and obligations under these terms and conditions at its sole discretion.

23. CONSENT

23.1. Express Consent

By accessing and using the Marketplace, you expressly acknowledge that you have read, understood, and agreed to these terms and conditions. Your continued use of the Marketplace signifies your ongoing consent to be bound by these terms.

23.2. Free and Informed Consent

You confirm that your consent to these terms and conditions is given freely and without coercion. You have had the opportunity to review these terms thoroughly and seek independent legal advice if necessary before agreeing to them.

23.3. Consent to Data Collection and Use

By agreeing to these terms, you consent to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy. You understand that your personal data may be used to improve the services provided by the Marketplace and to communicate with you regarding your use of the Marketplace.

23.4. Consent to Electronic Communications

You agree to receive electronic communications from the Marketplace, operated by Operator. These communications may include notices about your account, updates about the Marketplace, and other information or promotional messages. You can opt-out of receiving promotional communications at any time by following the unsubscribe instructions provided in the communications.

23.5. Withdrawal of Consent

You have the right to withdraw your consent to these terms and conditions at any time. However, withdrawing your consent may result in the termination of your access to the Marketplace and its services. To withdraw your consent, you must notify the Marketplace, operated by Operator, in writing.

23.6. Amendments to Consent

The Marketplace, operated by Operator, reserves the right to amend these terms and conditions, including provisions related to consent, at any time. You will be notified of any significant changes, and your continued use of the Marketplace after such notification will constitute your acceptance of the amended terms.

23.7. Record of Consent

The Marketplace, operated by Operator, will maintain a record of your consent, including the date and time you agreed to these terms and conditions. This record will be kept in accordance with applicable laws and regulations.

24. USE OF AI

24.1. AI as Support, Not a Substitute

DESCRIPTION

24.2. User Responsibilities

You are solely responsible for the accuracy and completeness of any information you provide when using AI-powered features. Providing false, incomplete, or misleading information, or misusing AI tools, is strictly prohibited and may affect the quality and safety of services provided.

24.3. No Liability for Use of AI

You understand and agree that Tibbi Telemed, its partners, affiliates, subsidiaries, and associated healthcare professionals shall not be held liable under any circumstances for any loss, damage, injury, or other consequences, whether direct or indirect, arising from or related to your use of any AI features. Any decision or action taken based on AI outputs is made entirely at your own discretion and risk.

24.4. Human Oversight Required

AI tools are intended to support — not replace — the judgment of qualified healthcare providers. You must not rely solely on AI outputs for medical decisions. Always seek professional advice for diagnosis and treatment.

24.5. No Warranties for AI Features

All AI features and outputs are provided “as is” and “as available,” without any warranties of any kind, express or implied. Tibbi Telemed does not warrant the accuracy, completeness, reliability, or suitability of any AI-generated information for any purpose.

24.6. Changes to AI Features

Tibbi Telemed may add, modify, suspend, or discontinue any AI features, including the triage assistant, at any time without prior notice.

24.7. Consent to Use AI

By using Tibbi Telemed services and applications, you confirm that you have read, understood, and agree to these Terms and Conditions, including the limitation of liability and no warranties clauses, and that you consent to the use of AI technologies as described in our Privacy Policy.

24.8. Acknowledgement Statement

By continuing to use AI features in the Tibbi Telemed system and applications, you acknowledge that you have read, understood, and agree to these Terms and Conditions, and that you accept full responsibility for your use of AI tools as described above.

25. CONTACT MARKETPLACE

The Marketplace values your input and strives to address any questions or concerns you may have about this Agreement. Your feedback is important to us in maintaining a positive user experience. Please feel free to reach out to our customer support team at Cette adresse e-mail est protégée contre les robots spammeurs. Vous devez activer le JavaScript pour la visualiser. for assistance or clarification regarding any aspect of the Agreement. We are committed to responding promptly and ensuring your satisfaction with our services.