Updated June 9, 2015
These terms and conditions of use govern the use of the Wellx. (“WELLX”, “we”, “us” and terms of similar meaning) web site and services to individual users, including patients of medical professionals such as physicians and dentists. meshMD Inc. (“MESHMD”) provides this web site and the services provided by or through this web site to you subject to these terms and conditions of use (these “Terms”).
In these Terms we call this web site, any successor web sites (together, the “Site”), the software we use to provide them, and any applications (such as applications for mobile devices, which we call “Mobile Apps” in these Terms) we provide for use with the Services the “Application”. We refer to the services provided by the Application as the “Services”. The account you create with us, using the Application, to use the Services is in these Terms called your “Account”.
In these Terms, (a) our customers who are individuals using the Services to manage the health care services they receive from medical professionals and others that use the Services are called our “Customers”, (b) those medical professionals and others, and their staff, are called “Health Care Providers”, and (c) all users of the Services, whether they are Customers or , are called “Users”.
Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services. Our Mobile Apps are subject to additional licensing terms, which are available to you on download of the Mobile Apps.
MESHMD reserves the right to change any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. Any such change will not have retroactive effect – it will only apply from and after the stated effective date. If we make any such change, we will notify you in advance at the email address you provide in your registration information (it is your responsibility to ensure that such email address is current, and attended). If you do not agree with the change, you can cancel your Account without further obligation, except for the amount due for the balance of the billing period in which you cancel your Account (for example, if your billing period is monthly, we will prorate your Account to the nearest month-end after your cancellation). Unless otherwise specified, any change will be effective immediately upon the stated effective date of the change, and if no effective date is stated, upon the date that is 30 days after the posting of the change on the Site. Your continued use of the Services after the effective date will constitute your acceptance of such change. If you do not agree to any changes to the Terms, you must stop using the Services. You should from time to time review the Terms and any policies and documents incorporated in them to ensure that you understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you have any questions about the Terms, please email us at the contact information shown at the end of these Terms.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application. You may only use the Site and our services for the purposes expressly permitted on the Site. In particular, you may not use the Site or the Services or your access to our technology or any of our intellectual property rights, whether for yourself or for any other person, to research, develop or create, or to facilitate any of the foregoing by yourself or any other person, any service or technology or product that competes with the Site or the Services or any other service provided through our technology, or that is similar thereto.
If you register for an Account, you must (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password; and (c) maintain the currency of and promptly update the Registration Data and any other information you provide to WELLX. You are responsible for all activity on your Account, and for all charges incurred by your Account. You must ensure that any email address you provide to us in your Registration Data is attended – we will use this email address to send you notices relating to the Services.
If you lose or cannot remember your Account credentials, you may contact us at the support contact information shown below to recover them. We will permit Account credential recovery in accordance with our Account credential recovery policy, as it may be amended from time to time. That policy is described on the Site here: [https://wellx.ca/terms/recovery]. For clarity, we have no obligation to disclose Account credentials to you in any other way, and we have no liability or responsibility to you or to any other person in the event you lose or cannot remember your Account credentials, and cannot recover them in accordance with our Account credential recovery policy.
Fees and any other charges for the use of premium Services are described on the Site or in information we will provide to you separately. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Services after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to such fees and charges in any applicable jurisdiction.
In these Terms the content available through the Services, including all User Information (as defined below) and other information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Information (for clarity, including Personal Information) provided by a User, whether the User is a Customer or a Health Care Provider, and whether the information pertains to the User or another person, is called that User’s “User Information”. For clarity, information, including Personal Information, that you provide to us in your use of the Services, whether it concerns yourself or any other person, is included in “User Information”.
As between MESHMD and the User, User Information provided by a User is that User’s property. MESHMD’s only right to that User Information is the limited rights of use granted in these Terms. Those rights are described in Section 6 and Section 16 of these Terms. For clarity, we do not claim any rights, except for the limited rights granted to us in these Terms, to any User Information that you provide to us in your use of the Services.
As between Users, these Terms do not transfer any rights to User Information, or grant any rights to User Information except for the limited rights of use granted in these Terms. Those rights are described in Section 6 and Section 16 of these Terms. For clarity, these Terms do not claim to change any rights, as between Users, of ownership in User Information that otherwise apply in law.
Other than the User Information, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of MESHMD or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by MESHMD.
We do not claim any ownership interest in your User Information, but we do need the right to use your User Information to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you use the Services to enter information in relation to a Health Care Provider (for example, a proposed appointment time) and configure your Account to display that information to the Health Care Provider, that information is “User Information” under these Terms, and we need your license to that User Information, including the right to sublicense that User Information to the Health Care Provider for that purpose, to use it in the operation of the Services.
Therefore, by posting or distributing User Information to or through the Services, you (a) grant MESHMD and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from that User Information, in the manner in and for the purposes for which the Services from time to time use that User Information; (b) represent and warrant (i) that you own and control all of the rights to that User Information, or you otherwise have the lawful right to post and distribute that User Information, to or through the Services; and (ii) that the use and posting or other transmission of that User Information through the Services does not violate these Terms and will not violate any laws or rights (including privacy rights) of or cause injury to any person or entity.
If your User Information is intended for the use of other Users (for example, if you provide information to Health Care Providers through the Services), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense that User Information to those Users for their use in connection with their use of the Services, as described in Section 6 of these Terms.
These licenses from you are non-exclusive because you have the right to use your User Information elsewhere. They are royalty-free because we are not required to pay you for the use of your User Information on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Information when it processes it for use in the Services.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, as well as these Terms and your Account. Any such unauthorized use may also violate applicable laws, including without limitation privacy, copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by MESHMD at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
By using our Services, you agree to abide by the terms of our Acceptable Use Policy for Patients, as it may be amended from time to time. That policy is described on the Site at https://wellx.ca/terms/acceptable.
In addition, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising or solicitations;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has consented to such use as required under applicable law; or
Viruses, corrupted data or other harmful, disruptive or destructive files.
Finally, MESHMD has a “zero-tolerance” policy towards spam: you may not use the Services generally to send commercial or other messages to any third party if those messages are not solicited, authorized or welcomed by the third party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to spam and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service is always available, and that it is a secure environment for your information. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Site.
For example, to safeguard information, we scan uploaded files for viruses, use restrictive firewalls to protect stored data and use 256-bit SSL certificates to encrypt data transferred between you and the Services.
However, no system is perfectly secure or reliable, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use WELLX, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, we are not responsible for ensuring that the Services satisfy your Health Care Providers’ obligations under applicable law or the standards of care applicable to their professions to safeguard the privacy of information you or they provide to us.
The Site may contain links to third party Web sites (“Third Party Sites”) and third party content (“Third Party Content”) as a service to those interested in this information, including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use links to Third party Sites and any Third party Content or service provided there, at your own risk.
MESHMD makes no claim or representation regarding Third Party Content or Third Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third Party Site or Third Party Content does not imply MESHMD’s endorsement, adoption or sponsorship of, or affiliation with, such Third Party Site or Third Party Content. MESHMD accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Party Content, Third Party Sites, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The Site, the Content and the Services are provided to you on an “as is” basis without warranties from MESHMD of any kind, either express or implied. MESHMD expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. MESHMD does not represent or warrant that the Site, the Content or the Services are accurate, complete, reliable, current or error-free.
While MESHMD attempts to make your access to and use of the Services safe, MESHMD does not represent or warrant that the Site, the Content, or the Services are free of viruses or other harmful components.
You waive and shall not assert any claims or allegations of any nature whatsoever against MESHMD, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary or other rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, or the Services. You use the Site, the Content and the Services at your own risk.
Without limitation of the foregoing, no Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data or privacy, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from any Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to any Released Party’s records, programs or services. For clarity, no Released Party shall have any liability to you or any other person in any claim of medical malpractice, whether arising out of negligence (ours, your Health Care Providers’ or any other person’s) or otherwise, related to any use of the Site or the Services.
In no event shall the aggregate liability of the Released Parties, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services exceed any amount paid by you to MESHMD for access to or use of the Site, the Content or the Services, as the case may be, during the three months prior to the date of any claim.
You shall defend, indemnify and hold harmless the Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content and the Services, and from the use of the Site, the Content and the Services by any person to whom you give access to your Account, including any claims made by any person that any of your User Information, or the use of it with the Services, infringes the rights, including the privacy and intellectual property rights, of any person. For clarity, under this indemnity you shall defend, indemnify and hold harmless the Released Parties from any claim of medical malpractice, whether arising out of negligence (ours or any other person’s) or otherwise, related to any use by you of the Site or the Services.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice in the dashboard area of your Account. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
The Services are controlled by MESHMD and operated by it from its offices in Toronto, Ontario. You and MESHMD both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and MESHMD explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, and except for claims against you by MESHMD for unpaid fees or other charges for the Services, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving MESHMD and arising out of or relating to (a) these Terms; (b) the Site, the Content or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content or the Services; or (d) the relationships that result from these Terms or the Site, the Content or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against MESHMD related to any Claim and, where applicable, you also agree to opt out of any class proceedings against MESHMD. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify MESHMD and the other Released Parties for your failure to comply with any such laws.
Notwithstanding any provision of these Terms, MESHMD reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your right to use the Services, or any portion thereof and the rights of any third party to which you have granted access through the Services to your User Information; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access through the Services to your User Information; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
If your Account is inactive for at least two months, we may deactivate your Account. Deactivated Accounts are not deleted – they are placed in storage and can be restored in accordance with our policy for recovering lost Account credentials. We will notify you by email if we decide to deactivate your Account. If you know in advance that your Account will be inactive at some time and don’t want us to deactivate it, let us know in advance at the support email address on the Site. If after your Account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
You and MESHMD may terminate these Terms and your use of the Services at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your Account to the nearest month-end after termination).
When your Account is terminated, your User Information will, shortly thereafter, be deleted from the Services, except for (i) User Information relating to a Health Care Provider if that Health Care Provider continues to be a User of the Services after the termination of your Account, which User Information we may continue to use under the license in Section 6 for as long as that Health Care Provider continues to be a User of the Services (provided that this exception and right of use will not apply to information that we receive from you and that would not generally be accessible to a Health Care Provider through the use of our services); and (ii) User Information submitted to our forum or comments on our blog, which may remain on the Services after termination for as long as we operate the Services. In addition, after termination of your Account we may retain for our internal use information that we create in or that is derived from the processing of User Information – such as log and system audit information – after your Account is terminated, and some information may not be deleted immediately - for example, we retain automated backups for a period of time to assist in disaster recovery.
If these Terms expire or terminate for any reason, Sections 5, 9, 10, 11, 12, 13, 14, 16 and 17, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. MESHMD may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of MESHMD, and any such attempted assignment will be void and unenforceable. Other than licensing terms that apply to the Mobile Apps, these Terms constitute the entire agreement between you and MESHMD regarding your use of the Site, the Application, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and MESHMD regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
If you have any questions regarding these Terms or your use of the Services, please contact us here:
64 Bakersfield Street
Toronto, ON M3J 2W7
Phone: 1 (888) 502-7701