Contractual relationship

These Terms of Use (“Terms”) govern the access and/or use by individuals who have registered with Tulip Health and have a User Account or a profile in a User Account as explained below (“you”, “your”, “User”), of applications, websites, content, products and services (collectively referred to as the “Tulip Health Platform”), owned and operated by Tulip Health Corporation (“Tulip Health”, “we”, “us”). For clarity, these Terms set out circumstances in which you may use the Tulip Health Platform on behalf of yourself or another individual, and references to “you” and “your” in these Terms include any other individual listed in your account for whom you have the legal authority to seek Healthcare Services as defined below (each a “Registered Dependent“).

By accessing and using the Tulip Health Platform, or participating in any Tulip Health Programs, you acknowledge and agree to be bound by these Terms, which establish a contractual relationship between you and Tulip Health. If you do not agree to these Terms at any point, you must immediately cease accessing the Tulip Health Platform and participating in any Tulip Health Programs.

We reserve the right, in our sole discretion, to modify, alter or otherwise update these Terms at any time and, by using the Tulip Health Platform after the amendment of the Terms, you are agreeing to be bound by such modifications, alterations or updates. The date on which these Terms were last amended will appear at the top.

On notice to you, Tulip Health may immediately terminate these Terms and/or access to the Tulip Health Platform, or generally cease offering or deny access to the Tulip Health Platform, at any time, for any reason.

Authorized Physicians and Tulip Health Telemedicine Platform

Authorized Physicians

All physicians providing Healthcare Services or Informational Services, as defined below, (each an “Authorized Physician”) are independent, regulated health professionals registered to practice medicine in the Province of Ontario. Tulip Health is not a healthcare provider. Authorized Physicians alone are responsible for the Healthcare Services and Informational Services they provide through the Tulip Health Platform.

If you want information about any particular Authorized Physician, consult his or her profile on the register on the website of the College of Physicians and Surgeons of Ontario.

Services

Authorized Physicians may provide two kinds of services through the Tulip Health Platform: health care services (“Healthcare Services”) and/or general information about diseases and conditions and how they are treated in Canada (“Informational Services”).

Telemedicine is the delivery of healthcare and other services using interactive text, audio and video technology, where the patient and the physician are not in the same physical location. During your telemedicine consultation with an Authorized Physician, you will be asked to provide the Authorized Physician certain Personal Information including Personal Health Information (collectively referred to together as “Information”). When discussing Healthcare Services, Information typically refers to Personal Health Information (“PHI”), and when discussing Informational Services, Information typically refers to information that is not specifically about you or your health, such as information in questions you would be comfortable asking of an expert during the call-in portion of a radio broadcast on health-related matters. PHI is not required for Informational services, and we advise you to not to submit PHI in the course of accessing Informational Services.

1) Limits on Healthcare Services

Healthcare Services will only be made available to you if you are a permanent resident of Ontari at the time that you request the Healthcare Services (“Residency Requirements”). The relationship between you and an Authorized Physician providing Healthcare Services is a physician-patient relationship. Tulip Health is not a party to that relationship.

There are restrictions on the Healthcare Services that can be provided through the Tulip Health Platform. YOU MUST NOT USE THE TULIP HEALTH PLATFORM FOR EMERGENCY MEDICAL NEEDS. IF YOU BELIEVE THAT YOU ARE DEALING WITH A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR ATTEND YOUR NEAREST EMERGENCY ROOM.

The following symptoms are specifically excluded from the Healthcare Services: chest pains, difficulty breathing, fever in children under the age of 3 months, blackouts or feeling like you may blackout, any impairment in level of consciousness, stroke like symptoms such as impaired sensation or paralysis to one side of your body, inability to speak or comprehend language, any abdominal pain severe enough that you are unable to comfortably walk.

In addition to the limitations set out above, Authorized Physicians are not permitted to prescribe certain kinds of medication including narcotics, controlled substances or other types of controlled medications, non-therapeutic drugs and other drugs which may be harmful because of their potential for abuse.

YOU AGREE THAT ANY PRESCRIPTIONS YOU ACQUIRE FROM AN AUTHORIZED PHYSICIAN ARE SOLELY FOR THE PERSONAL USE OF THE INDIVIDUAL NAMED ON THE PRESCRIPTION. YOU AGREE TO FULLY AND CAREFULLY READ ALL PROVIDED PRODUCT INFORMATION AND LABELS, AND TO CONTACT A PHYSICIAN OR PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE PRESCRIPTION OR MEDICATION.

You should report any medication reactions, side effects or other adverse events to your family physician or, if you do not have one, to the nearest walk-in clinic or emergency room or call 911 if any reaction is an emergency situation. Do not report drug reactions, side effects or adverse events through the Tulip Health Platform.

Authorized Physicians have the discretion to refuse or discontinue the provision of Healthcare Services to any User at any time, including for actual or potential misuse of the Healthcare Services by a User.

Not a Replacement for Primary Care. Please note that interaction with an Authorized Physician through the Tulip Health Platform is not intended to take the place of appointments with your regular primary care provider. If you do not have an established relationship with a primary care provider, you are encouraged to develop one. You should seek emergency help or follow-up care when recommended by the Authorized Physician. We do not provide your family physician with a report about the Healthcare Services that you receive through the Tulip Health Platform. So your family physician can take into consideration these Healthcare Services, including any prescriptions, it is always advisable that you advise your physician about the Healthcare Services you receive, including the issues that caused you to request them. As described below, the Tulip Health Platform enables you to send a summary of your Healthcare Services to a physician of your choice.

2) Informational Services. Limits on Informational Services

Informational Services are available to you whether or not you meet the Residency Requirements. Informational Services are for general educational purposes only (similar to advice that might be provided by a 3rd party medical expert on a phone in radio show), and are not Healthcare Services. The information provided will be disease or condition specific rather than patient specific and will not include diagnosis or treatment. Tulip Health is not a party to your relationship with an Authorized Physician providing Informational Services.

Informational Services do not replace consultations with qualified medical or other relevant healthcare professionals. You agree that you bear all risk associated with the use of or reliance on Informational Services, and release and hold Tulip Health, Authorized Physicians, providing Informational Services harmless from and against any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees, which may be made or brought against or incurred or suffered by Tulip Health or an Authorized Physician, directly or indirectly as a result of, in respect of, or arising out of your reliance on Informational Services.

Authorized Physicians have the discretion to refuse or discontinue the provision of some or all Informational Services to any User at any time, including for actual or potential misuse of the Informational Services by a User and where the information being requested is not general information but in the nature of a diagnosis or treatment.

Privacy

Our collection, use, disclosure, retention and disposal and destruction of Information are governed by our Privacy Policy, located at www.Tulip Health.ca/privacy. You must review our Privacy Policy prior to agreeing to these Terms as the Privacy Policy is incorporated by reference into, and accordingly is part of, these Terms.

By authorizing someone else (a “Third Party”) to pay the fees for your Healthcare Services or Informational Services, as described in the section on Payment below and to the extent permitted under the section on Third Party Payment below, you are representing to Tulip Health, and Tulip Health will rely on your representation, that:

a. you consent to us using the email address provided to us by the Third Party to communicate with you regarding the Tulip Health Platform and Healthcare Services and/or Informational Services;

b. disclosing the information that you have requested Healthcare Services to the Third Party to permit Tulip Health to process payment for the Healthcare Services and/or Informational Services; and

c. notifying the Third Party of any changes or termination of your access to the Tulip Health Platform.

If you have questions about our privacy program, our management of your Information, or the personal information that we disclose to Third Party payers, please contact us as set out in the Privacy Policy.

How it Works

The Tulip Health Platform and Healthcare Services

The Tulip Health Platform enables you to access the online provision of health care from healthcare providers who practice in Ontario. The Tulip Health Platform and Healthcare Services will only be made available to you if you meet the Residency Requirements set out above, whether or not you are physically in the Province of Ontario at the time that you request Healthcare Services. By using the Tulip Health Platform and Healthcare Services, you represent and warrant that you, or any Registered Dependent, meets the Residency Requirements at the time that the Healthcare Services are provided. You agree that the Tulip Health Platform is made available solely for your personal and non-commercial use.

The Tulip Health Platform and Informational Services

The Tulip Health Platform enables you to access the online provision of general medical information from Authorized Physicians. You acknowledge and agree that the Tulip Health Platform and Informational Services are made available solely for your personal and non-commercial use.

For Clarity

BY REGISTERING TO USE THE TULIP HEALTH PLATFORM, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT:

1. The Tulip Health Platform is a technology platform that facilitates connecting Users (and any individuals for whom they have created a profile in their User Account) with Authorized Physicians for the provision of Healthcare Services and/or Informational Services, that Tulip Health is not a party to the relationship between you and any Authorized Physician providing Healthcare Services and/or Informational Services. Authorized Physicians and Authorized Non-Physician Providers are independent contractors who are not employed by Tulip Health or otherwise affiliated with Tulip Health.

2. AUTHORIZED PHYSICIANS ARE SOLELY RESPONSIBLE FOR HEALTHCARE SERVICES AND INFORMATIONAL SERVICES THAT THEY PROVIDE TO YOU, INCLUDING COMPLIANCE WITH STANDARDS OF CARE AND RECORD-KEEPING AND OTHER PROFESSIONAL OBLIGATIONS.

3. As with any other medical consultation, no results can be guaranteed or assured: your Authorized Physician may determine that Healthcare Services are not appropriate for some or all of your treatment needs, and accordingly may elect not to provide Healthcare Services to you through the Tulip Health Platform.

4. As with any other health care service, there are risks associated with the use of the Healthcare Services.

5. There are risks associated with any inappropriate reliance on Informational Services.

6. The Tulip Health Platform may not permit the transmission of information in a way that allows the Authorized Physician to provide Healthcare Services or Informational Services (e.g., poor resolution of images).

7. You are responsible for providing the Authorized Physician with the information that he or she advises is required in order to provide you with Healthcare Services or Informational Services.

8. The laws that protect the privacy and security of PHI apply to telemedicine; (again, please see our Privacy Policy).

9. The content and material appearing on the Tulip Health Platform could include technical, typographical or photographic errors. Tulip Health does not warrant that any of the materials provided are accurate or current (see the Section on “Content” below).

Content

None of the information or materials (collectively, excluding Healthcare Services, (“Content”) available through the Tulip Health Platform is medical advice, treatment, diagnosis or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you. Content is for informational purposes only. It is your responsibility to discuss any Content with your family physician or another healthcare provider prior to relying on it and any reliance on Content is at your own risk.

Ownership

The Tulip Health Platform, all Contents and rights therein, except PHI, are and shall remain Tulip Health’s property or the property of Tulip Health’s licensors. Neither these Terms nor your use of the Tulip Health Platform convey or grant to you any rights to use or reference in any manner Tulip Health’s brand elements, company name, logo, product and service names, trademarks or services marks or those of Tulip Health’s licensors. You are not permitted to copy or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, except as expressly permitted by these Terms.

Restrictions

While using the Tulip Health Platform, you may not, and represent and promise that you will not:

1. Remove or alter any copyright, trademark, brand elements or other proprietary notices.

2. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Tulip Health Platform except as expressly permitted by Tulip Health.

3. Decompile, reverse engineer or disassemble the Tulip Health Platform except as may be permitted by applicable law.

4. Link to, mirror or frame any portion of the Tulip Health Platform.

5. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Tulip Health Platform, or unduly burdening or hindering the operation and/or functionality of any aspect of the Tulip Health Platform.

6. Attempt to gain unauthorized access to or impair any aspect of the Tulip Health Platform, or its related systems or networks.

7. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.

8. Use the Tulip Health Platform in a manner that violates any laws.

In addition, you agree to refrain from abusive language or inappropriate conduct when communicating with anyone through the Tulip Health Platform, including Authorized Physicians. You agree that you will not contact Authorized Physicians in respect of Healthcare Services or Informational Services except through the Tulip Health Platform. For clarity, Tulip Health has no interest in or control over any interaction that you may have with Authorized Physicians outside the Tulip Health Platform and unrelated to Healthcare Services or Informational Services.

Fees/Physician Payment/ Payment Options

Like certain other health professional services, Healthcare Services are provided for a fee. The fees for Healthcare Services are only for those elements of Healthcare Services not covered by the Ontario Health Insurance Plan. We do not charge for services that are covered by provincial health plans. Where you have questions about fees charged for Healthcare Services, please contact us.

You understand that you will be charged a fee for any Healthcare Services and/or Informational Services you receive from an Authorized Physician.

Disclaimer of Warranties

Tulip Health does not guarantee, represent or warrant that your use of the Tulip Health Platform will be uninterrupted, timely, secure or error-free.

Tulip Health does not warrant that the results that may be obtained from the use of the Tulip Health Platform or any Healthcare Services or Informational Services will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the Tulip Health Platform at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Tulip Health Platform is at your sole risk.

Limitation of Tulip Health’s Liability

UNDER NO CIRCUMSTANCE SHALL TULIP HEALTH BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROFESSIONAL NEGLIGENCE, PERSONAL INJURY, LOST INCOME OR LOST DATA, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE TULIP HEATH PLATFORM AND/OR HEALTH CARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED BY AUTHORIZED PHYSICIANS. TULIP HEALTH, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND INDEPENDENT THIRD PARTY CONTRACTORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE TULIP HEALTH PLATFORM AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE TULIP HEALTH PLATFORM AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY AUTHORIZED PHYSICIAN OR ANY AUTHORIZED NON-PHYSICIAN PROVIDER. TULIP HEALTH SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TULIP HEALTH’S REASONABLE CONTROL. YOU AGREE THAT TULIP HEALTH HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO YOUR USE OF THE TULIP HEALTH SITE OR THE HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED TO YOU BY AUTHORIZED PHYSICIANS.

No liability for computers or networks used to access your account

Tulip Health is not liable for your information stored or recorded by any computer, tablet, mobile device or any network, whether public or private, that you may use to access the Tulip Health Platform.

Indemnification

You agree to indemnify, defend and hold harmless Tulip Health and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms are effective unless and until terminated by either you or Tulip Health. You may terminate these Terms at any time by notifying Tulip Health that you no longer wish to use the Tulip Health Platform, or when you cease using the Tulip Health Platform.

If in our sole judgment you fail, or Tulip Health suspects that you have failed, to comply with any term or provision of these Terms, Tulip Health also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Tulip Health Platform (or any part thereof).

General Provisions

Entire Agreement. These Terms constitute the entire agreement and understanding of Tulip Health and you with respect to their subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding the subject matter.

Governing Law. These Terms are governed by the laws of Ontario and the laws of Canada applicable therein, excluding any conflict of laws which would lead to the application of any other laws. By accessing the Tulip Health Platform, you agree that any disputes or matters arising from, connected with, or related to these Terms shall be brought to the provincial and federal courts located in the City of Toronto, Ontario.

Non-assignment. These Terms are not assignable, transferable, or to be sublicensed by you except with Tulip Health’s prior written consent. Tulip Health may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Links to External Websites. Links on Tulip Health’s Platform to other websites or resources including those operated by parties other than Tulip Health, are provided for your convenience. Tulip Health is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. Tulip Health is not responsible even where we link you to those resources or refer you for your convenience.

Severability: If any provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.