Terms and conditions

Last updated: May 13, 2021

This agreement binds both the user who downloaded the application and accepted the terms of this Agreement (“You”) and Olive Inc., with a place of business located at 4980 Airport Road, Saint-Hubert, QC, J3Y 8Y9 (“Olive”).

BY CHECKING OR CLICKING ON A BOX TESTING THAT SHOWS YOUR ACCEPTANCE OR BY SIMPLY USING THE OLIVE APPLICATION, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1.            DEFINITIONS. The following terms, when used in this Agreement, have the meanings specified in this section 1. Other terms are defined where used. Definitions are deemed to refer to the singular or the plural, depending on the context.

1.1.         “Application” refers to the Olive application through which the Services are provided;

1.2.         “Agreement” refers to this Agreement to use the Application;

1.3.         “Registration” refers to your registration for the Services by creating an account in accordance with the requirements required to enable it to be activated and your acceptance of this Agreement, including your commitment to honor your monthly payments on the prepayment of your bank card;

1.4.         “Professionals” refers to the healthcare professionals designated by Olive to perform the Application’s telemedicine services;

1.5.         “Services” refers to the services made available by the Application, including the telemedicine services with Professionals and the Airmedic Services detailed in Schedule 1.

2.            PURPOSE OF THE AGREEMENT. This Agreement governs the Services throughout Quebec following your Registration hereto.

3.            ACCESS TO THE APPLICATION

3.1.         Versions. Olive gives you access to the Application only in iOS and Android mobile versions. It is your responsibility to make the necessary updates to the Application when they are available. You will be notified when an update is available. Olive does not guarantee the support or performance of the Services under an earlier version of the Application.

3.2.         Geographical Limits. Under this Agreement, the Services are accessible and can be used only in the province of Quebec. You therefore agree not to use the Application outside Quebec and you understand and agree that Olive is not responsible for use of the Application outside of these limits.

3.3.         Suspension. Olive is under no obligation to monitor or moderate the content you upload to the Application. In the event of malicious use of the on your part or contrary to this Agreement that could affect the availability, integrity or viability of the Application, Olive may suspend your access to the Services immediately, without refund and without notice.

4.            LICENSE. This Agreement grants you a license to use the Application, including its software components, in strict compliance with this Agreement. The Application is not sold to you and Olive reserves any rights that are not expressly granted to you by this Agreement. This license is limited, non-exclusive, non-assignable, non-transferable, revocable, non-sublicensable, and for your personal or family use only.

5.            YOUR DATA

5.1.         Property. Olive does not claim any right of ownership of the personal data that you upload or enter into the Application (hereinafter “Your Data”) and Olive acknowledges that there is no transfer of your rights to such data in its favor under this Agreement. Olive will not share Your Data with third parties without your consent other than with the following service providers: (i) Airmedic Inc.; (ii) Branch.i.o inc.; (iii) DME Miles Inc.; (iv) Mixpanel Inc.; (v) Twilio Inc., and (vi) Clinia Inc. You agree that Olive will share Your Data with these service providers to the extent necessary to provide you with the Services.

5.2.         License. You grant to Olive a non-exclusive, universal, royalty-free license to reproduce, use and modify Your Data exclusively to the extent necessary to provide you with the Services and features of the Application and the support offered pursuant to this Agreement. You agree that Olive will use Your Data (i) to perform internal analysis relating to the use of the Application, (ii) for research and development purposes in accordance with Olive’s Privacy Policy (available at all times on your profile in the Application), and (iii) to send you targeted advertising messages devoid of any sensitive data.

5.3.         Hosting. Under this Agreement, Your Data will be processed in Canada and the United States on secure servers but will be hosted only in Canada. You hereby consent to Your Data being processed and hosted in these countries.

5.4.         Conservation. Upon termination of the Agreement, Olive undertakes to keep Your Data on the Application in accordance with applicable laws and regulations. Upon written request from you, Olive will provide you with a copy of Your Data in the available format within a reasonable time. Notwithstanding all of the above, Olive may delete Your Data that does not comply with this Agreement or which Olive considers inappropriate in its sole discretion. Upon request, Olive will delete Your Data that is not essential for the provision of the Services within a reasonable time. Unless you specify otherwise and notwithstanding its legal archiving obligations, Olive will delete all Your Data within a reasonable period and at most within such period as is prescribed by law.

6.            PAYMENT TERMS

6.1.         Monthly Fees. The fee for using the Application is a monthly charge of $15/month for an individual plan and $39/month for a family plan, plus applicable taxes (hereinafter the “User Fees”), the first payment of which is due upon Registration. You authorize Olive to charge the User Fees upon Registration and each following month with the credit card you used at the time of Registration, in accordance with terms and conditions herein. In the event that a payment owed by you is two (2) days or more late, Olive shall have the right, in its sole discretion, to suspend your access to the Services and/or the Application until payment is made. This suspension does not terminate this Agreement and User Fees  will continue to be accrued and payable until the cancellation hereof.

6.2.         Billing Period. Your monthly bill, payable in the manner referred to in section 6.1, gives you access to the Application for the period of thirty (30) days following the billing date. Except as expressly provided in this Agreement, and subject to overpayment, all amounts are non-refundable, non-cancellable and not applicable as credits or rebates in subsequent transactions.

6.3.         Taxes. The charges  you pay under this Agreement exclude any taxes or duties payable on the Services in the jurisdiction in which the charges  are incurred. To the extent that Olive pays such duties or taxes, you must pay Olive the amount of such duties or taxes in addition to any applicable charges  due under this Agreement.

7.            TERM AND TERMINATION

7.1.         Term. The parties agree that this Agreement will be in effect for a period of twelve (12) months (hereinafter the “Term”) from its acceptance, and will automatically renew for consecutive twelve (12) months periods thereafter if you opt for such automatic renewal(s) upon Registration, subject to termination in accordance with this Agreement. Unless you have opted for automatic renewal and subject to a pending termination of this Agreement, Olive will send you a termination notice thirty (30) days before the end of the Term.

7.2.         Termination by User. You can terminate this Agreement at any time by contacting Olive customer service at [email protected] You will have access to the Application during the current month of termination of this Agreement for which the pre-authorized debit has already been processed. In order to protect against misuse of the Services, if you unsubscribe within the first month of the Term and during this period you have used the Services, Olive reserves the right to charge you a cancellation fee of fifty ($50.00).

7.3.         Termination by Olive. Olive may terminate this Agreement for a serious reason, in particular if you are in default of fulfilling your main obligations with regard to this Agreement and you do not cure such default within five (5) days of having been notified in writing by Olive. In such a case, you will be billed for any Services  performed but not paid for.

7.4.         Survival of Obligations. Termination of this Agreement terminates any license or sub-license granted to you as well as Olive’s obligation to provide you with the Services and access to the Application. All provisions hereof which by their nature must survive any termination or expiry of this Agreement will remain in full force and effect.

8.            USER COMMITMENTS

8.1.         Capacity. You represent and warrant that (i) you are a person, (ii) you consent to the possibility of receiving care by Professionals during your use of the Application, (iii) you have the ability to contract, (iv) you agree to be bound by the terms of this Agreement, (v) the information you used for your Registration is truthful and complete, and (vi) you will be the only person to use your personal Olive account.

8.2.         Dependent. A child under the age of fourteen (14) or a person who does not have the necessary capacity to give valid consent to his/her medical treatment (hereinafter a “Dependent”) is not authorized to create an account and receive Services on the Application without the presence of a parent and/or legal guardian. If you use your account to obtain services for your Dependent, you are responsible for complying with the obligations of this Agreement. All Professionals reserve the right to assess whether a person has the capacity to consent to their medical treatment on a case-by-case basis.

8.3.         Obligations. You represent and warrant that (i) you will use the Application in accordance with this Agreement; (ii) all Your Data, as well as its transfer and use by Olive in accordance with this Agreement, complies at all times with all applicable laws and regulations, and does not infringe the rights of third parties, including any intellectual property rights or confidentiality obligations. You represent and warrant that you will not submit to the Application any information relating to a payment card or relating to a payment card transaction. You are fully responsible for your use of the Application and for any breach of your obligations under this Agreement.

8.4.         Settings. You retain full responsibility for the proper settings of your account, the data associated with it and the possible consequences of such settings. You must choose a strong and secure password and not disclose it to anyone.

8.5.         Restrictions. You agree not to: (i) use or access the Application in a manner or for the purpose of interfering with its proper functioning, overloading it, causing a security risk or damaging it; (ii) use a robot or other automated process to log in, copy information or otherwise use the Application; (iii) use the Application for commercial purposes or for the benefit of a third party, except in the case of a Dependent; (iv) decompile or use reverse engineering processes or any other process or action to obtain or infer the source code of the Application or to obtain any other information or material or intellectual property from Olive; (v) misrepresent, including impersonating any person or entity; (vi) share your account with another person; (vii) record and/or distribute in any way or form the Services without Olive’s written permission.

8.6.         Emergencies. You represent and warrant that the Services are not intended for use in emergencies and should not be used for medical emergencies. If you have a medical emergency in a territory covered by public services, you must contact the emergency services in your area or go to the nearest hospital or health center.

9.            OLIVE COMMITMENTS

9.1.         Technical Assistance. Subject to section 10 below, Olive undertakes to provide you with technical assistance by telephone at the following number 1-844-906-5483 or by email to the following address [email protected] during the week (Monday to Friday), during normal business hours (9 a.m. to 5 p.m., Quebec time). Outside of regular business hours, you will need to contact Olive by email.

9.2.         Availability. Olive agrees to use commercially reasonable efforts to maintain adequate availability of the Application in the province of Quebec. Notwithstanding all of the foregoing, certain threats or technical issues affecting the Application may require Olive to suspend the Services in order to protect the Application and Your Data, and Olive will notify you as soon as possible and take reasonable steps to minimize interruption of access to the Application.

9.3.         Security. Olive is committed to implementing commercially reasonable security procedures to help protect Your Data from security attacks. Olive cannot guarantee that its security procedures will be error-free, that the transmission of Your Data will always be secure, or that unauthorized third parties will never be able to circumvent the security measures or those of third-party service providers. For any questions related to the security of Your Data, you can reach the Olive data protection delegate at [email protected]

9.4.         Monitoring of Professionals. Olive undertakes to investigate within a reasonable time the Services provided by a Professional following a complaint communicated to Olive at [email protected] Following this investigation, Olive may, in its sole discretion, remove the Professional from the Services and/or refund your User Fees for the applicable month.

10.          LIMITED WARRANTIES

10.1.      Application. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED “AS IS” and “AS AVAILABLE”. TO THE EXTENT PERMITTED BY LAW, OLIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APPLICATION OR THE INFORMATION, CONTENT, DOCUMENTS OR PRODUCTS AND SERVICES INCLUDED OR REFERRED TO. TO THE EXTENT PERMITTED BY LAW, OLIVE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES OR THE IMMEDIATE AVAILABILITY OF PROFESSIONALS. OLIVE DOES NOT GUARANTEE THE ABSENCE OF PROBLEMS OR VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT YOU WILL NOT LOSE YOUR DATA OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE APPLICATION IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT THE APPLICATION MAY CAUSE TO YOUR DEVICES OR APPLIANCES. IN NO EVENT SHALL OLIVE BE RESPONSIBLE FOR DELAYS, INTERRUPTIONS, BREAKDOWN OF SERVICE OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF OLIVE.

10.2.      Professionals. YOU ACKNOWLEDGE AND AGREE THAT OLIVE PROVIDES YOU WITH A TECHNOLOGICAL PLATFORM THAT LINKS YOU TO PROFESSIONALS WHO ARE FULLY RESPONSIBLE AND HOLD ALL CONTROL, AUTHORITY AND SUPERVISION OF ALL THE HEALTH SERVICES THEY PROVIDE TO YOU ON THE APPLICATIONLICATION, INCLUDING, BUT NOT LIMITED TO, MEDICAL ADVICE, DIAGNOSIS, TREATMENTS AND ALL MEDICAL PROCEDURES PERFORMED THROUGH THE PLATFORM AND CONSULTATIONS. NEITHER OLIVE NOR ANY OF ITS AFFILIATED ENTITIES CAN BE HELD RESPONSIBLE FOR ANY HEALTH SERVICES PROVIDED BY A PROFESSIONAL. YOU THEREFORE ACCEPT THAT OLIVE IS IN NO WAY HELD RESPONSIBLE FOR THE ACTS COMMITTED BY PROFESSIONALS DURING THE SERVICES AND THE CONSEQUENCES THEREOF.

11.          PROPERTY RIGHTS

11.1.      Property. The Application is available under license. You are not entitled to any property rights. Olive retains all rights, know-how, title and interest, including any physical or intellectual property, whether protected or not, and trade secrets relating to the Application, their overall appearance, any associated or underlying technology, as well as any modification or derivative work of the Application created by or for Olive.

11.2.      Suggestions. From time to time, you may submit comments, information, questions, data, ideas, a description of processes or other information to Olive, who may then anonymize them (these communications, when anonymized, are “Suggestions”). Olive may use, copy, disclose, license, distribute and exploit any Suggestion in any manner without obligation, royalty or restriction based on intellectual property rights or otherwise. Suggestions specifically exclude Your Data and nothing in this Agreement limits Olive’s right to independently use, develop, evaluate or market services, whether or not they incorporate your Suggestions.

11.3.      Performance indicators. Notwithstanding any other condition of this Agreement, Olive is authorized to use Your Data, which will have been previously anonymized, in order to aggregate it with the data collected from other Olive customers and to use the data thus aggregated for analysis purposes and statistics (the “Performance Indicators”). The Performance Indicators may be disclosed to anyone, at Olive’s sole discretion.

12.          CONFIDENTIALITY

12.1.      Confidential Information. Each party agrees that any invention, know-how, technical, financial, medical and commercial information or any information specifically designated as confidential or which may reasonably be understood as confidential or proprietary disclosed to said party (the “Receiving Party”) by the disclosing party (the “Disclosing Party”) constitutes the confidential property of the Disclosing Party (the “Confidential Information”). The Receiving Party will use reasonable efforts (which will not be less than the efforts made to protect its own Confidential Information of a similar nature) to prevent the disclosure of the Confidential Information of the Disclosing Party for purposes other than those authorized by this Agreement, unless authorized by the Disclosing Party.

12.2.      Exceptions. Notwithstanding the foregoing, this Agreement does not apply to Confidential Information which has been excluded, in writing, from the application hereof, which is public knowledge or which subsequently becomes public knowledge other than by acts or omissions in breach of this Agreement, or which have been legally obtained by one of the parties from independent sources possessing in a lawful and legal manner such information which could, moreover, constitute Information  for the purposes hereof.

13.          INDEMNIFICATION. You agree to indemnify, defend and hold harmless Olive and its affiliates, directors, officers, shareholders, and employees from all damages, claims, liability, losses, costs, claims, fines, penalties, and indebtedness, including reasonable legal fees and expenses that Olive and its affiliates may incur or be required to pay, directly or as a result of a third party claim, and which would result from (a) your use of the Application; (b) any use of Your Data authorized by this Agreement; or (c) any other alleged breach by you of this Agreement.

14.          LIMITATION OF LIABILITY

14.1.      Indirect Damages. To the extent permitted by law, neither party can be held liable for indirect, special, punitive, incidental or consequential damages of any nature whatsoever, whether such liability is based on breach of contract, tort, strict liability or otherwise, even if a party has been informed in advance of the possibility of such damage.

14.2.      Direct Damages. To the extent permitted by law and subject to the disclaimer of warranty above, Olive’s total liability for any damage will not exceed the amount you paid Olive for the Application during the three (3) months immediately preceding the complaint. Notwithstanding the foregoing, you release Olive from all liability with respect to your use of the Application, and your inability to use the Application. If you are dissatisfied with the Application, your sole and exclusive remedy is to discontinue using the Application.

14.3.      Exceptions. Notwithstanding all of the foregoing, but subject to section 10, sections 14.1 and 14.2 do not apply to (i) gross negligence or willful misconduct of either party, (ii) indemnity obligations, (iii) any bodily injury and non-pecuniary damage, and (iv) any breach of your commitments under section 8.

15.          GENERAL PROVISIONS

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

15.2.      Modification. Except for the nature of the Services offered, any provision of this Agreement may be modified by Olive in its sole discretion. In such event, Olive will provide you with a written notice at least thirty (30) days before the changes take effect which will indicate what changes will be made to the Agreement. If you refuse these changes, you may terminate the Agreement in accordance with the terms of section 7.2 if the modification results in an increase in your obligations and/or a reduction in Olive’s obligations. Otherwise, use of the Application and Services after the changes take effect will constitute consent to the new terms of the Agreement.

15.3.      Severability. This Agreement constitutes the entire agreement between the parties relating to the Services and takes precedence over all communications, proposals and representations, oral or written, prior or contemporary, concerning the Services or any other subject covered herein. If any provision of this Agreement is held to be invalid by an arbitrator or a court of competent jurisdiction, that provision will be severed and the remainder of this Agreement will remain in full force and effect and will be interpreted so as to respect the intention of the parties to the greatest extent possible.

15.4.      Force Majeure. Olive is not liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure to perform is due to an event of force majeure or unforeseen events which are beyond Olive’s reasonable control.

15.5.      Assignment. Your rights and obligations under the Agreement cannot be assigned without Olive’s prior written consent. Olive may assign all or part of its rights and obligations under this Agreement.

15.6.      Injunction Measure. Nothing in this Agreement shall prevent either party from seeking an injunction in the event of a violation of intellectual property rights, confidentiality obligations or in connection with the execution or recognition of any decision or order made in any appropriate jurisdiction.

15.7.      Applicable Laws. This Agreement is governed by the laws of the province of Quebec and the laws of Canada applicable therein and must be interpreted in accordance with such laws.

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

15.9.      Dominant Version. In the event of any inconsistency or discrepancy between the provisions of the English version and the French version of this Agreement, the parties agree that the French version will prevail.

16.          CONTACT OLIVE. Olive will be happy to receive your questions, comments and feedback regarding this Agreement. If you have any questions, please write to the following address: [email protected]

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SCHEDULE 1

AIRMEDIC SERVICES

This Schedule 1 to the Agreement between you and Olive applies only to the use of the Airmedic Services . In the event of any inconsistency or discrepancy between the provisions of this Schedule and the Agreement respecting Airmedic Services, the provisions of this Schedule shall prevail.

1.            DESCRIPTION OF AIRMEDIC SERVICES

1.1.         Applicable Terms. By using the Airmedic Services, you hereby agree to be bound by the Airmedic terms and conditions.

1.2.         Geographic Limits. Airmedic Services are available in the province of Quebec outside the territories served by public emergency services. You represent and warrant that you will not use the Airmedic Services when public emergency services are available to you and Olive and its affiliated entities will not be responsible for any attempts by you to use the Airmedic Services outside of these limits.

1.3.         Activation Period. Airmedic services will only be accessible to you seven (7) days after your Registration (“Activation Period”). Olive will not incur any liability in connection with the Airmedic Services during this Activation Period. However, you will have access to telemedicine services immediately upon your Registration.

2.            YOUR ADDITIONAL COMMITMENTS. You declare and acknowledge that Olive and its affiliated entities retain technical control of the aircraft used for the Airmedic Services and that you will respect the authority of the pilot-in-command of an Airmedic Aircraft  and its crew when performing the Airmedic Services. .

3.            OLIVE’S ADDITIONAL COMMITMENTS

3.1.         Subcontracting. In the event of the unavailability of the Airmedic aircraft fleet or unreasonable response times, Olive and its affiliated entities undertake to subcontract the Airmedic Services as soon as possible and according to the capacities of its subcontractors, such as a land ambulance service, the Sûreté du Québec or the Canadian Forces.

3.2.         Limitations. Notwithstanding all of the foregoing, circumstances may arise which are beyond the reasonable control of Olive and its affiliated entities and cause the Airmedic Services to be disrupted or prevented, such as: (i) aviation safety requirements or adverse weather conditions likely to present a risk to the safety of the crew and their passengers; to this end, you agree to respect the decision-making bodies of Olive and its affiliated entities or of Transport Canada; (ii) operational or medical requirements, or (iii) errors made by you, such as incomplete, insufficient or late information sharing, or forgetting to activate a GPS in an area difficult to access. In such circumstances, Olive, its employees and subcontractors, as well as the directors, officers and other representatives of Olive cannot be held liable directly or indirectly for any damage, foreseeable or not, of any nature whatsoever, and attributable to the occurrence of these uncontrollable events which disrupted the intervention of Olive or its affiliated entities or prevented it from intervening. You acknowledge that Olive and its affiliated entities are the sole judges of the advisability of intervening in each situation as well as of the means and modalities of intervention that may, if applicable, be deployed.