Terms and Conditions of Use

Last updated : January 17, 2024

Acceptance of the Terms and Conditions of Use

These terms and conditions of use for Avicenna constitute a legal agreement and are entered into by and between you (“you”, “your” or “User”) and Avicenna Digital Health Corp ("Avee," "we," "us," "our"), a British Columbia corporation having a head office at 401-68 Water Street, Vancouver, British Columbia V6B 1A4. The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference, including the Privacy Policy (the “Privacy Policy”) available at [www.avee.health/privacy-policy] (collectively, these "Terms and Conditions"), govern your access to and use or benefit of Avee’s platform (the “Platform”), used to enable pharmacists to book teleconsultation services with physicians for their patients, and for physicians to view upcoming appointments and information regarding Patients (the “Services”) as well as access to, including any content and functionality, the Avee Platform. All users and beneficiaries of the Avee Platform, namely the Authorized Health Professionals, Patients and Visitors, in each case as described below, are collectively referred to as “Users”. 

The Platform can only be used by  licensed pharmacies and physicians (“Authorized Health Professionals”) who have entered into an agreement with Avee regarding the use of the Platform (the “Platform Agreement”) to offer Services. “Patient” refers to a patient of an Authorized Health Professional, who can benefit from the Services, provided they have been informed of these Terms and Conditions and the Privacy Policy and have consented to such documents. Patients are only allowed to benefit from the Platform and Services if they are able to consent to health care in accordance with applicable laws. 

Visitor” refers to a person (or in most cases the Patient) accessing the Platform. By accessing the Platform, Visitors or Patients represent and warrant that they have reached the legal age of majority according to applicable law and have the capacity to enter into a binding agreement with Avee. 

BY USING, VISITNG OR BENEFITTING FROM THE PLATFORM , YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. Eligibility

Registration of Authorized Health Professionals on the Platform can be done by natural persons, sole proprietorships or for any other legal entity (through a duly authorized representative of such legal entity). In the case where an Authorized Health Professional’s account is created for a legal entity, you represent and warrant that (i) such Authorized Health Professional is duly incorporated or formed, organized and subsisting under the laws of its jurisdiction or incorporation or formation, and is in good standing under the laws of its jurisdiction of incorporation or formation, (ii) such Authorized Health Professional has good and sufficient power, authority and right to enter into and perform its obligations under these Terms and Conditions, and (iii) the representative of such Authorized Health Professional who has accepted these Terms and Conditions for such Authorized Health Professional has the legal authority to bind such Authorized Health Professional. 

2. Modifications to the Terms and Conditions and to the Sites 

We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to any use of the Platform and Application and access to the Platform. Users agree to periodically review the Terms and Conditions in order to be aware of any such modifications, and their continued use shall be considered as acceptance of these Terms and Conditions. 

The information and material on the Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to Visitors or unavailable at any time or for any period.

3. Your Use of the Sites and Account Set-Up and Security

The security of Personal Information (as defined in the Privacy Policy) is very important to us. We use physical, electronic, and administrative measures designed to secure Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. See the Privacy Policy for more detail on how Personal Information is protected.

Authorized Health Professionals also play a role in the safety and security of their Personal Information and that of their Patients. Authorized Health Professionals are responsible for obtaining their own access to the Platform and must ensure the information provided to Avee is correct, current and complete at all times. Patients are equally responsible for obtaining their own access to the Platform if entered directly and must ensure the information provided to Avee is correct, current and complete at all times.  

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect Personal Information and require all third parties with whom we work to follow similar security measures and protocols to protect Personal Information, we cannot guarantee the security of Users’ Personal Information transmitted to or across the Platform as part of the Services. Any transmission of Personal Information, including without limitation uploading Patient Personal Information to the Platform, is at a User’s own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Sites. Without limiting the generality of the foregoing, Avee is not responsible for the miscommunication of any Patient Personal Information collected via the Platform or Application which is inadvertently disclosed by an Authorized Health Professional, a Patient, or a Visitor (on behalf of a Patient (i.e in the case of a minor).

Any username, password, or any other piece of information chosen by an Authorized Health Professional, or provided to such Authorized Health Professional as part of our security procedures, must be treated as confidential, and must not be disclosed to any other person or entity. Authorized Health Professionals understand and agree that should they be provided an account, such account is personal to them and they agree not to provide any other person with access to the Platform. Authorized Health Professionals are required to notify Avee immediately if they suspect that their password has been compromised, and create a new password without delay. Authorized Health Professionals are responsible for any password misuse or any unauthorized access. Patients using the Platform are provided with a one-time username and password to confirm their Personal Information.  Even though the username an password chosen by the Patient is temporary, it must be treated as confidential, and must not be disclosed to any other person or entity. Patients understand and agree that temporary passwords and/or usernames are considered personal to them and they agree not to provide any other person with access to the Platform.   

Users are prohibited from attempting to circumvent and from violating the security of the Platform, including, without limitation and as the case may be: (a) accessing content and data that is not intended for them; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Platform owner's ability to monitor the Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (g) introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; (i) use the Platform to harvest addresses, send spam or otherwise breach these Terms and Conditions or the Privacy Policy; (j) take any action or use any program or device that may result in or is intended to interfere with the operation and function of the Platform or to shut down, overload or overwhelm the Platform; (k) taking “screenshots” of Platform or otherwise attempting to copy or save any Platform interface or content directly to an electronic device unless otherwise permitted to do so; and (l) otherwise attempting to interfere with the proper working of the Platform.

4. Communicating with Patients

By providing their phone number to an Authorized Health Professional and/or the Platform, Patients agree that they may be contacted by an Authorized Health Professional using such phone number, or receive automated calls and/or text messages, in order to provide health services to such Patient. Standard call or messages charges or other charges from a Patient’s phone carrier may apply to calls or text (SMS) messages sent in connection with the Services provided by Authorized Health Professionals and/or the Platform. 

5. Relationship With Company

Use of the Services, Platform or Application will in no way create a relationship between a User and Avee which could be construed as creating an employee-employer, contractor, agent, joint venturer or partner relationship between such User and Avee. Users are prohibited from holding themselves out to be endorsed by or in a partnership with Avee, or doing anything, while using the Services, Platform and Application, whether on the internet or offline, that could create the false impression that Users are acting on behalf of or for the benefit of Avee.

6. Intellectual Property Rights and Ownership

Users understand and agree that the Platform, Application and their entire content, features, and functionality designed, developed or otherwise created or owned by Avee, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Avee, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. 

The Avee name, the Avee logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Avee or its affiliates or licensors. Users must not use such marks without Avee’s prior written permission. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Platform are the trademarks of their respective owners Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

Visitors are not permitted to modify copies of any materials from the Platform (the “Content”) nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of Content. Visitors are not allowed to (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Content; (b) market, sell, resell or make commercial use of the Platform or any Content; (c) systematically collect from the Website and use any Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Website or the Content without including proper references and citations to the original author of the Content.

If a User prints off, copies or downloads any part of our Platform in breach of these Terms and Conditions, such User’s right to use the Platform will cease immediately and User must, at Avee’s option, return or destroy any copies of the materials made. Subject to content kept in order to comply with lawful and required record-keeping obligations, Users have no right, title, or interest in or to the Platform or to any Content, and all rights not expressly granted are reserved by Avee. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Authorized Health Professionals are also required to comply with the Intellectual Property considerations set out in the Platform Agreement executed with Avee as a requirement to access the Services and the Platform. In the event of any discrepancy between the intellectual property considerations contained herein and those contained in such Service Agreement, the provisions of the Service Agreement shall prevail. 

7. Authorized Health Professionals Submissions: Disclaimer of Liability

The Platform and Application contain functions allowing Authorized Health Professionals to submit Personal Information regarding Patients on or through the Platform or Application (collectively, “Submissions”), as the case may be. Patients understand and agree that the relevant Authorized Health Professional, not Avee, is fully responsible for any Submissions made, and that the relevant Authorized Health Professional is fully responsible and legally liable for such content and its accuracy. Avee shall not be responsible for any damages that may be suffered by a Patient, directly or indirectly, due to a Submission. 

8. Complaints 

Avee shall not be held responsible for any issues or complaints a Patient may have with regards to the quality of the health services provided by an Authorized Health Professional, nor will Avee be a party to any form of dispute resolution, mediation or judicial proceedings instigated with regards to a complaint made pertaining to the quality of health services provided by an Authorized Health Professional. Any complaint by a Patient against an Authorized Health Professional should be made before such Authorized Health Professional’s disciplinary board, as the case may be.

9. Platform Monitoring and Enforcement, Suspension, and Termination

Avee has the right, without provision of notice, to:

• Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
• Subject to relevant provisions of any Platform Agreement, terminate or suspend an Authorized Health Professional’s access to all or part of the Platform or Application for any or no reason, including, without limitation, any violation of these Terms and Conditions or of the Privacy Policy.

USERS WAIVE AND HOLD HARMLESS AVEE, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS, AS THE CASE MAY BE, FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY AVEE AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER AVEE, SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

10. No Reliance 

Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Platform is accurate, complete, or up to date. Visitors’ use of the Platform is at their own risk and neither Avee nor its  parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for Visitors’ use of the Platform.

Avee makes no warranty regarding the quality of any Authorized Health Professional or the health services they may provide to a Patient using the Platform or the accuracy, timeliness, truthfulness, completeness or reliability of any information obtained through the Platform.

The Platform may include content provided by third parties, including from third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Avee, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect Avee’s opinion. Avee has no responsibility or liability whatsoever to any Visitor, or any third party, for the content or accuracy of any third-party materials. 

11. Service Disruptions

You understand that Avee or other third party service provider may be required to perform scheduled or unscheduled maintenance on the Platform, and that such maintenance may cause a complete or partial interruption of services available on the Platform. You acknowledge and agree to not hold Avee liable or accountable for any interruption of services and any delays or damages that may result from the interruption. You also acknowledge and agree to not hold Avee liable or accountable for any interruption of service or loss of personal or commercial information due to events such as war, strike, flood, power failure, destruction of facilities, server failure, software bugs, hacking or other such occurrences. 

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12. Privacy 

Users agree that their use of the Platform and offering of the Services, as the case may be, is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, the Terms and Conditions. Personal Information will be collected, used and disclosed by Avee and by Authorized Health Professionals solely in accordance with these Terms and Conditions and the Privacy Policy.

13. Third-Party Websites 

For your convenience, the Platform may provide links or pointers to third-party websites. We make no representations about any other websites that may be accessed from the Platform. If Visitors choose to access any such sites, they do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from such Visitor’s use of them. Visitors are subject to any terms and conditions of such third-party sites. 

14. Payment

Authorized Health Professionals are required to follow  the conditions laid out in the Platform Agreement for any related-payments.

Patients who are not Canadian residents and do not have a Personal Healthcare Number and are using the Platform, will be provided a link for payment.  They will need to follow the appropriate instruction to make the payment.  If the appropriate payment is not made the scheduled appointment will automatically be canceled.   

15. Geographic Restrictions

The owner of the Platform is based in  Canada. The Services on the Platform are available only to Users located in Canada. Subject to future changes, the Platform is not intended for use in any jurisdiction where its use is not permitted. If a Visitor accesses the Platform from outside Canada, such Visitor does so at their own risk and is responsible for compliance with local laws of their jurisdiction. 

16. Disclaimer of Warranties

USERS UNDERSTAND AND AGREE THAT THEIR USE OF THE PLATFORM, AS THE CASE MAY BE, THEIR CONTENT, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM ARE AT THEIR OWN RISK. THE PLATFORM, AS THE CASE MAY BE, THEIR CONTENT, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER AVEE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM, AS THE CASE MAY BE, THEIR CONTENT, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER AVEE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE  PLATFORM, ITS CONTENT, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. EACH USER IS SOLELY AND ENTIRELY RESPONSIBLE FOR THEIR USE OF THE PLATFORM OR APPLICATION AND THEIR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, AVEE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT A USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THEIR USE OF THE PLATFORM, ITS CONTENT, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM.

17. Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL AVEE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, THEFT OF ANY KIND, FRAUD, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITES, ANY LINKED WEBSITE OR SUCH OTHER THIRD-PARTY SITES, NOR ANY SITES CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

18. Indemnification

To the maximum extent permitted by applicable law, Users agree to defend, indemnify, and hold harmless Avee, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) (“Claims”) arising out of or relating to their breach of these Terms and Conditions or their use of the Platform, including, but not limited to, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms and Conditions.

Authorized Health Professionals agree to defend, indemnify and hold harmless Avee, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns in accordance with the Platform Agreement for any Claims relating to their use of the Platform, Application or the Services provided. 

19. Governing Law and Choice of Forum

The Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of British Columbia or any other jurisdiction) and notwithstanding a User’s domicile, residence, or physical location. 

Any action or proceeding arising out of or relating to the Platform and under these Terms and Conditions will be instituted in the courts of the Province of British Columbia and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

20. Waiver 

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

21. Severability

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

22. Entire Agreement

Subject to the execution of a Platform Agreement by Avee and an Authorized Health Professional, the Terms and Conditions and Privacy Policy constitute the sole and entire agreement between a User and Avee regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

23. Reporting and Contact

If you have any questions about the Terms and Conditions, or need to provide notice to, or communicate with, Avee under the Terms and Conditions, please contact Avee by delivery in person, by courier or by the mail, at 401-68 Water Street, Vancouver, British Columbia V6B 1A4 or by email at privacy@avee.health
Avee may provide notices or communications to Users on the  Platform, and Users agree that such notices shall constitute notice to them whether or not the notice is actually accessed. 

24. Refund

Regarding our refund policy: If a visit was not completed for any reason—whether due to patient cancellation, the doctor not making the call, or the patient not answering—we are committed to refunding the payment to the payer, whoever that may be. In such cases, the patient or you can contact our support team through the following channels:

• Email: support@avee.health
• Text Message: 604-484-0637
• WhatsApp: 604-484-0637 (Please note that we generally do not encourage patients to use WhatsApp; it is a quick-response channel primarily for pharmacists.)

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