Lumeca Connect End User License Agreement

Please read this Agreement carefully. They are a legal agreement between you (the “User” or “you”) and Lumeca Health Inc. (“Lumeca”). By using Lumeca Connect (the “Platform”), you agree to be bound by this Agreement, including all amendments made from time to time. If you do not agree to the terms and conditions contained in this Agreement, do not use the Platform.

1. Introduction

The Lumeca Connect Platform is intended to create a secure platform for use by physicians in the delivery of virtual care and with respect to appointment scheduling, including: ability to add other clinic personnel, ability to invite patients, ability to conduct chat, video, or phone consultations, ability to take SOAP notes, ability to initiate follow ups, and ability to send and receive faxes for prescriptions. Users of the Platform may include physicians and other clinic staff as applicable.

This Agreement governs your access to and use of the Platform.

This Agreement was last updated on July 29, 2020.

2. How does the Platform Work?

Lumeca Connect supports the delivery of health services (including virtual care) by physicians as well as the clinic scheduling process.

Once onboarded by a Lumeca Customer Relationship Manager, physicians can onboard other staff in their clinic. Physicians are able to state and make available to patients when they will be available for in-person, virtual, or in-person and virtual appointments.

Physicians will have the ability to invite their patients to use Lumeca Connect through text, email, or by giving them a unique code. Patients will then need to create a Lumeca account, accept the clinic invite, and may then schedule an appointment with their physician or another physician at the clinic.

When the time for an appointment comes, patients and physicians log onto the product and initiate a consultation which can happen via chat, video, or phone call.  After the consultation, physicians can write prescriptions and manage the next steps of the patients’ medical journey using Lumeca Connect.

3. Role of Information Management Service Providers and Trustee Accountability

Lumeca acts as an information management service provider to physician users with respect to the services provided through the Platform. Responsibility for the personal and personal health information transmitted through the Platform remains at all times with the applicable physician. For greater certainty, Lumeca assumes no ownership in, nor custody or control of, the personal and personal health information transmitted or stored using the Platform.

Physicians are responsible for obtaining and managing consent from each individual patient prior to storing or disclosing his/her/their personal health information in the Platform. As a physician, you are required to meet the obligations under applicable health privacy laws (ex. The Health Information Protection Act (Saskatchewan)) including, for greater certainty, the general duties of a trustee under HIPA set out in Schedule “A” hereto), as well as any bylaws or other ethical guidelines established by your applicable regulatory body (ex. the Saskatchewan College of Physicians and Surgeons).

4. Access by Licensed Health Professionals

The Platform is intended to be used by licensed health professionals. Accordingly, by using the Platform, you certify that you are a licensed health professional in good standing with the applicable regulatory body in the jurisdiction of your practice.

5. Use of the Platform

You may use the Platform for the purpose of running your healthcare practice and providing or supporting care to individual patients. You may not use the Platform for any other purpose. Except as provided herein, you are not permitted to make any commercial or derivative use of the Platform, or to use any data mining, robots, or similar data gathering and extraction methods with respect to the Platform or the information, resources, templates or other content contained therein.

6. Entering Information in the Platform

The Platform allows you to enter information into the application and is highly customizable to meet your needs as a health professional. You are responsible for all information that you enter into the Platform and all choices on how the information is used and displayed within the Platform. Lumeca does not verify, check or monitor the information within the Platform.

7. Medical Information and Other Content

Lumeca does not create and has no responsibility for the medical information or other content that may be available through your use of the Platform. Further, Lumeca does not verify, check or monitor the information sent or received by users within the Platform. You agree that your use of the Platform is at your sole risk.

The Platform is provided on an ‘as is’ basis without representations, warranties or conditions of any kind. You agree that Lumeca is not liable in any way for the reliability, validity, accuracy, completeness, integrity, quality and timeliness of any medical information, business resources or other content available through the Platform, and that your use or non-use of, and your reliance or non-reliance on, any such medical information, business resources or other content is at your own risk.

8. Registration Information, User IDs and Passwords

Please see the Lumeca Privacy Policy.

You are entirely responsible for all usage or activity on the Platform by users using your ID or password, including but not limited to, use of your password by any third party. Lumeca will not be responsible for any unauthorized use of your user ID or password.

9. Termination of Access to the Platform

Lumeca may, in its sole discretion, terminate or suspend your access to all or any part of the Platform at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, or activity that may otherwise affect the enjoyment of the Platform or access to the Platform by others, may be grounds for termination of your access to all or part of the Platform at the sole discretion of Lumeca.

Termination of your Platform access includes deletion of your user ID, password and all related registration information and all files associated with your account or user profile, including all patient records. On termination, Lumeca will make arrangements with you to return any files associated with your account or user profile at your sole cost.

You remain in control of and responsible for all personal and personal health information and patient records associated with your account or user profile in the Platform. In the event that there is no activity on your Platform account for a period of one year, or you have not made arrangements for the return of your records within a reasonable period of time following termination of your use of the Platform, Lumeca reserves the right to transfer the files associated with your account to the applicable regulatory body and/or a designated archive. Accordingly, if you are on an extended leave of absence, it is important that you advise Lumeca of such leave and the duration thereof at the address set out below.

10. Intellectual Property Rights

Lumeca owns the intellectual property rights in the Platform including, without limitation, all rights in source code, object code, data structures, modules, objects, user interfaces, design documents, test plans and scripts, technical specifications, and operating procedures, as well as any manuals, templates, practice resources and other user documents prepared by Lumeca. As a user, you retain any intellectual property rights you may have in any manuals, templates, practice resources and other documents you have prepared and made available in the Platform.

Except as otherwise provided herein, nothing in this Agreement vest or transfer any intellectual property rights in or to you and any use, alteration, or replication of any of Lumeca’s intellectual property is a violation of this Agreement and applicable Canadian and international intellectual property laws. You agree to not take any action to jeopardize, limit or interfere with Lumeca’s intellectual property rights.

Certain materials or information available to you through the Platform or through links to third party websites may be subject to third party intellectual property rights. All such intellectual property rights are and shall remain the property of their respective owners or creators (as the case may be). You acknowledge and agree that Lumeca is not responsible for the accuracy, completeness or content provided by or on behalf of third parties.

Nothing in the Platform or on Lumeca’s website should be construed as granting any license or right to use any trademark, service mark, or logo displayed without the express written permission of Lumeca or the third party that may own the trademark, service mark, or logo.

11. Privacy and Security

By agreeing to this Agreement, you are also agreeing to Lumeca’s Privacy Policy. The Privacy Policy should be reviewed prior to accessing and using the Platform.

12. Representations and Warranties

Lumeca makes no representations, warranties or covenants to any person or entity with respect to the Platform. Lumeca does not give any warranties, guarantees, representations or conditions, whether express, implied, statutory or otherwise (including, without limitation, any warranty as to the accuracy, completeness, currency, or suitability of the information delivered as part of the Platform, third party information, materials or content, fitness for a particular purpose, compliance with any description, or non-infringement of third party rights) with respect to the Platform and all such warranties are hereby disclaimed to the maximum extent permitted by applicable law.

You agree that the international conventions concerning the sale of goods (ex. The International Sale Of Goods Act (Saskatchewan)) shall not apply to this Agreement or the provision of any products and services by Lumeca.

Lumeca does not guarantee that the Platform will be provided or available without interruption or error free. The Platform is delivered through third-party network services providers and you understand that there may be service disruptions or outages.

13. Limitation of Liability and Indemnity

To the maximum extent permitted by applicable law, Lumeca, its agents, assigns, employees, contractors, consultants, and service providers and their respective successors and assigns shall not be liable to you or any third party for any direct, indirect, special, incidental, punitive, or consequential damages whatsoever incurred through the use of the Platform. Lumeca is not responsible for any use of the Platform by you or any third party, loss of profit, loss of revenue, loss of reputation, or for any business interruption arising out of or in any way related to this Agreement, your use of, or inability to use, the Platform. Lumeca is not responsible for any information, website content or materials made available by or on behalf of third parties whether referenced in the Platform or otherwise accessible over the internet.

The aggregate liability of Lumeca in connection with this Agreement, your use of the Platform or any other circumstance giving rise to liability shall be limited to direct damages arising out of the bad faith, willful misconduct or gross negligence of Lumeca.

You agree to defend, indemnify, and hold harmless Lumeca, its agents, assigns, employees, contractors, consultants, and service providers and their respective successors and assigns, from and against any and all claims, demands, actions, proceedings, liabilities, judgments, penalties whether civil or criminal, taxes, and all costs, liabilities and expenses (including, without limitation, reasonable legal fees on a solicitor client basis) arising out of or relating to your use of the Platform, or that may be incurred by Lumeca arising out of, or relating to, your violation of this Agreement, the misuse or illegal use of the Platform, or any violation by you of applicable law or rights of any third parties (including intellectual property rights), the failure of you to comply with applicable laws and regulations, or your gross negligence or willful misconduct.

14. Governing Law and Jurisdiction

This Agreement and any transactions contemplated by this Agreement shall, in all respects, be construed according to, and the rights and liabilities of the parties shall in all respects be governed exclusively by, the laws of the Province of Saskatchewan without reference to the rules of conflicts of law. Any dispute between you and Lumeca regarding this Agreement shall be determined by final and binding arbitration in Saskatchewan, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Saskatchewan on the date of the notice of arbitration. For greater certainty, you agree to waive any right you may have to commence or participate in any class action against Lumeca and, where applicable, you also agree to opt out of any class proceedings against Lumeca.

15. Changes to this Agreement

Lumeca may modify this Agreement from time to time. If you do not agree to any modifications, you should stop your use of the Platform. Your continued use of the Platform now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, and any subsequent modifications. You can review the most current version of this Agreement at any time at: lumeca.com.

16. Contact

Should you have any questions concerning this Agreement, please contact Lumeca:

Lumeca
Attention: Chief Privacy Officer
Suite 140 – 2 Research Drive
Regina, Saskatchewan, Canada
S4S 7J7
Email: privacy@lumeca.com

***

SCHEDULE “A” – General Duties Under HIPA

The general duties of a trustee under The Health Information Protection Act (Saskatchewan) (“HIPA”) include, without limitation, the following:

1. To appoint a person to be responsible for privacy and to follow the accountability recommendations set out by the Office of the Saskatchewan Information and Privacy Commissioner (“OIPC”) on its website (http://www.oipc.sk.ca/);
2. To take all reasonable steps to comply with a revocation of consent promptly after receiving the revocation (section 7 of HIPA);
3. To take reasonable steps to inform individuals of the anticipated uses and disclosures of their personal health information and to establish policies and procedures that provide information regarding the rights of individuals under HIPA (section 9 of HIPA);
4. To take reasonable steps to ensure that the trustee is able to inform an individual about any disclosure of that individual’s personal health information made without the consent of that individual (section 10 of HIPA);
5. To establish policies and procedures to maintain administrative, technical and physical safeguards that will:
   •  protect the integrity, accuracy and confidentiality of personal health information in its custody and control;
   •  protect against any reasonably anticipated threat or hazard to the security or integrity of, loss of, or unauthorized use, disclosure or modification of personal health information in its custody and control; or
   •  otherwise ensure compliance with HIPA by its employees (section 16 of HIPA);
6. To take reasonable steps to ensure that personal health information collected by it is accurate and complete (section 19 of HIPA);
7. To limit collection, use and disclosure of personal health information on a need-to-know basis (section 23 of HIPA); and
8. To ensure that it has the consent (express or implied) of the subject individual to the collection and use of their personal health information.

Please see the OIPC website (http://www.oipc.sk.ca/) for further tips on compliance with HIPA.