Rx MedMatch & Billing Genie Inc. TERMS AND CONDITIONS

Part 1: Introduction and Acceptance 

1.1. Service Overview 

The MedMatch Service is an online platform designed to connect licensed pharmacies  in Ontario, Canada, for the purpose of posting information about their pharmaceutical  product needs and/or pharmaceutical products they may have in overstock. MedMatch  acts solely as a facilitator for communication and information sharing between its Users.

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1.2. Acceptance of Terms 

By registering for an account, accessing, or using the MedMatch Service in any manner,  You, the User (representing an accredited pharmacy), acknowledge that You have read,  understood, and agree to be bound by these Terms and Conditions, along with Our  Privacy Policy, which is incorporated herein by reference. If You are using the Service  on behalf of a pharmacy, You represent and warrant that You have the authority to bind  that pharmacy to these Terms. These Terms constitute a legally binding agreement  between You and MedMatch. These Terms are in addition to any other general terms  and conditions of [Rx Billing Genie] that may apply to Your use of other services offered  by [Rx Billing Genie]; however, in the event of any conflict between such general terms  and these MedMatch-specific Terms regarding Your use of the MedMatch Service, these  MedMatch-specific Terms shall prevail. 

1.3. Modification of Terms 

MedMatch reserves the right, at its sole discretion, to modify or replace these Terms at  any time. If a revision is material, We will provide at least thirty (30) days' notice prior to  any new terms taking effect. What constitutes a material revision will be determined at  

Our sole discretion. Notice of modifications may be provided by posting the revised  Terms on the Platform, by sending an email to the address associated with Your  Account, or by other means We deem appropriate. By continuing to access or use Our  Service after those revisions become effective, You agree to be bound by the revised  Terms. If You do not agree to the new Terms, You must provide written notice to  MedMatch within 14 days of the material change. 

Part 2: Definitions 

2.1. Definitions 

(a) "Account" means the account created by a User to access and use the MedMatch  Service.  

(b) "Business Information" means the information provided by the User during  registration and use of the Service, including but not limited to the pharmacy’s Ontario  College of Pharmacists (“OCP”) accreditation number, name of the pharmacy’s owner(s),  full address of the pharmacy, phone number and email for the pharmacy, name of the  pharmacy’s Designated Manager, and the name of the person applying for the Service  if different from the Owner(s)/DM.

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(c) "Confidential Information" means any non-public information disclosed by one party  to the other in connection with these Terms or the Service, which is marked as  confidential or would reasonably be understood to be confidential given the nature of  the information and circumstances of disclosure. It does not include information that (i)  is or becomes publicly known through no fault of the receiving party; (ii) was in the  receiving party’s possession prior to disclosure; (iii) is rightfully received from a third  party without breach of any confidentiality obligation; or (iv) is independently developed  by the receiving party.  

(d) "Designated Manager (DM)" means the pharmacist designated as such for the User  pharmacy in accordance with the Drug and Pharmacies Regulation Act and OCP  requirements. 

(e) "Intellectual Property" means all patents, copyrights, trademarks, trade secrets,  database rights, and other proprietary rights of any kind.  

(f) "Listing" means a posting on the Platform by a User detailing either a Product Need  or an Overstock Product. 

(g) "OCP" means the Ontario College of Pharmacists.  

(h) "Overstock Product" means a pharmaceutical drug product that: (i) has been  legitimately procured by the User pharmacy through licensed pharmaceutical  wholesalers or manufacturers in Canada; (ii) has never been sold, dispensed to a patient,  or returned by a patient or their agent; (iii) has been continuously stored and handled by  the User pharmacy in strict compliance with all applicable laws, regulations, OCP  standards, NAPRA guidelines, and manufacturer’s specifications (including but not  limited to temperature, light, and humidity controls, and cold chain requirements where  applicable); (iv) is not expired, adulterated, misbranded, counterfeit, or subject to any  recall or safety advisory by Health Canada, the OCP, or its manufacturer at the time of  listing and transfer; (v) is approved for sale in Canada with a valid Drug Identification  Number (DIN), where applicable; and (vi) the User pharmacy has clear and  unencumbered legal title to offer for transfer.  

(i) "Platform" means the MedMatch website, applications, and related technologies  through which the Service is provided. 

(j) "Product Need" means a request posted by a User for a specific pharmaceutical  product they require for their pharmacy inventory.

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(k) "Service" means the MedMatch online platform and its functionalities as described herein,  facilitating the listing of Product Needs and Overstock Products among Users.  

(l) "User" or "You" means the accredited pharmacy entity, acting through its authorized  representatives (such as the Owner(s), Designated Manager, or other authorized personnel),  that registers for and uses the Service. 

Part 3: Eligibility and Account Registration 

3.1. User Eligibility 

To be eligible to register for and use the MedMatch Service, You must:  

(a) Be a pharmacy holding a current, valid, and unrestricted Certificate of Accreditation issued  by the OCP.  

(b) Operate a physical "bricks-and-mortar" pharmacy located in the Province of Ontario.  

(c) Be in good standing with the OCP and comply with all applicable federal and provincial  laws, regulations, and standards of practice governing pharmacies in Ontario.  

(d) Be represented by the pharmacy Owner(s), Designated Manager, or another individual duly  authorized by the pharmacy Owner(s) or Designated Manager to enter into these Terms and  use the Service on behalf of the pharmacy. MedMatch reserves the right to verify such  authorization. 

3.2. Account Creation and Information Accuracy 

To use the Service, You must register for an Account. You agree to provide true,  accurate, current, and complete Business Information as prompted by the registration  process, including:  

(a) The pharmacy’s OCP accreditation number. 

(b) The full name(s) of the pharmacy’s Owner(s).  

(c) The full physical address of the accredited “bricks-and-mortar” pharmacy.  

(d) A valid phone number and email address for the pharmacy.  

(e) The full name of the pharmacy’s current Designated Manager.  

(f) The full name of the individual applying for the Account, if different from the pharmacy  Owner(s) or Designated Manager, and their role within the pharmacy. 

You agree to promptly update Your Account information to keep it true, accurate, current, and  complete. Failure to do so may result in suspension or termination of Your Account.

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3.3. Verification Process 

Upon submission of Your registration information, MedMatch will undertake a  verification process, which may take approximately two to three (2-3) business days.  This process will include, but is not limited to, verifying Your pharmacy’s OCP  accreditation number and status using the OCP’s “Find a Pharmacy or Pharmacy  Professional” tool or other methods deemed appropriate by MedMatch. Access to the  Service will be granted via email confirmation only upon successful verification of  authenticity and eligibility. MedMatch reserves the right, in its sole discretion, to refuse  registration or suspend/terminate an Account if verification is unsuccessful, if any  information provided is found to be false or misleading, or if MedMatch has concerns  regarding the User's compliance history or suitability for the Service. 

3.4. Account Security 

You are responsible for maintaining the confidentiality of Your Account password and  any other access credentials. You are solely responsible for all activities that occur  under Your Account, whether or not authorized by You. You agree to immediately  notify MedMatch of any unauthorized use of Your Account or any other breach of  security. MedMatch will not be liable for any loss or damage arising from Your failure to  comply with this section. 

Part 4: Scope of Services 

4.1. Platform Functionality 

The MedMatch Service provides a platform that enables registered Users to:  

(a) Create and post Listings for specific pharmaceutical products they require for their  pharmacy inventory ("Product Needs").  

(b) Create and post Listings for Overstock Products (as defined in Section 2.1(h)) that they wish  to make available for transfer or sale to other Users. 

4.2. MedMatch as a Neutral Facilitator 

You acknowledge and agree that MedMatch is solely a neutral technology platform  provider and facilitator. MedMatch:  

(a) Is not a party to any transaction, agreement, or communication that may occur between  Users as a result of using the Service.  

(b) Does not buy, sell, take possession of, store, handle, transport, or distribute any  pharmaceutical products, including Overstock Products or products sought through Product  Needs. 

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(c) Does not endorse, guarantee, warrant, or make any representations regarding the quality,  safety, legality, authenticity, availability, or efficacy of any products listed on the Platform.  

(d) Does not verify the accuracy, completeness, or truthfulness of any Listings or other User generated content.  

(e) Is not responsible for the conduct of any User or for the performance of any obligations  between Users.  

All transactions, communications, and agreements for the transfer or sale of pharmaceutical  products are solely between the Users involved. Users are solely responsible for conducting  their own due diligence and ensuring compliance with all applicable laws and professional  obligations. 

Part 5: Fees and Payment Terms 

5.1. Administration Fee 

Access to the MedMatch Service is subject to a one-time administration fee of $35.00  (CAD), plus any applicable taxes ("Administration Fee"). 

5.2. Waiver for First Subscribers 

The Administration Fee will be waived for Users who register and are successfully  verified as ("First Subscribers"). MedMatch will disclose the criteria for qualifying as a  First Subscriber at its sole discretion. The criteria are defined herein as the (“First  Subscriber Criteria”) on the Platform or in registration materials. MedMatch reserves  the sole discretion to amend the First Subscriber Criteria at any time without notice.  Any prior criteria or representations do not give rise to a reasonable expectation or  entitlement. 

5.3. Payment Terms 

The Administration Fee is payable upon completion of the verification process and  prior to full activation of Your Account, unless waived as per Section 5.2. Payment shall  be made through the payment link or third-party payment processor designated by  MedMatch. You are responsible for all applicable taxes associated with the  

Administration Fee. All fees are quoted in Canadian Dollars. The Administration Fee is  non-refundable once paid, except as may be required by applicable law. MedMatch  may use a third-party payment processor to bill You through a payment account linked  to Your Account. The processing of payments will be subject to the terms, conditions,  and privacy policies of the payment processor in addition to these Terms.

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Part 6: User Obligations and Conduct 

6.1. Compliance with Laws and Regulations 

You agree to use the MedMatch Service and conduct all activities and transactions  facilitated thereby in strict compliance with all applicable federal and provincial laws,  regulations, by-laws, policies, standards of practice, and guidelines. This includes,  without limitation, those established by Health Canada, the OCP, the National  Association of Pharmacy Regulatory Authorities (NAPRA), the Drug and Pharmacies  Regulation Act (Ontario), the Food and Drugs Act (Canada), the Controlled Drugs and  Substances Act (Canada), and any other relevant legislation pertaining to the  procurement, storage, handling, advertising, sale, transfer, distribution, and disposal of  pharmaceutical products, as well as record-keeping and patient confidentiality (where  applicable, although sharing, or inadvertent disclosure of patient health information  (“PHI”) is prohibited on the Platform). 

6.2. Accuracy and Legality of Listings 

You are solely responsible for the accuracy, completeness, legality, and content of all  Listings You post on the Platform. You warrant that all information provided in Your  Listings is true, current, and not misleading or deceptive in any way. For Overstock  Products, You warrant that You have legal title to such products and the unrestricted  right to offer them for transfer or sale in accordance with these Terms and all  applicable laws. 

6.3. Product Quality and Standards (Overstock Products) 

When listing an Overstock Product, You warrant and represent that the product:  

(a) Fully complies with the definition of "Overstock Product" as set out in Section 2.1(h)  of these Terms.  

(b) Is approved for sale in Canada by Health Canada and possesses a valid Drug  Identification Number (DIN), if applicable.  

(c) Is not expired and will have a reasonable remaining shelf-life at the time of transfer,  suitable for use by the receiving pharmacy.  

(d) Is not adulterated, misbranded, counterfeit, or subject to any active recall or safety  advisory by Health Canada, the OCP, or its manufacturer.  

(e) Has been procured, stored, and handled at all times in strict accordance with all  applicable laws, regulations, OCP/NAPRA standards, and manufacturer’s guidelines, 

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including but not limited to requirements for temperature control, light sensitivity,  humidity, and cold chain integrity.  

(f) If it is a drug listed in Schedule II or Schedule III of the relevant drug schedules, it is  in its original, unopened, and sealed manufacturer's packaging, unless otherwise  explicitly agreed between the transacting Users and such agreement complies with all  applicable laws and standards for maintaining product integrity for Schedule I drugs  that have never been dispensed. 

6.4. Restrictions on Listed Items 

You agree not to list, offer, seek, or facilitate the transfer of any of the following on or  through the MedMatch Service :  

(a) Controlled substances, including but not limited to narcotics (as defined in the  Narcotic Control Regulations), controlled drugs (as defined in Part G of the Food and  Drug Regulations), and targeted substances (as defined in the Benzodiazepines and  Other Targeted Substances Regulations), unless MedMatch, at its sole discretion,  explicitly permits such listings under separate, specific terms and functionalities  designed to ensure full compliance with all applicable laws and regulations for such  substances. (For clarity, such listings are currently prohibited).  

(b) Any pharmaceutical product that has been previously sold or dispensed to a patient  and subsequently returned to the pharmacy, regardless of its condition, except where  explicitly permitted for restocking under very limited circumstances by O. Reg. 264/16,  s. 32, and MedMatch is not intended to facilitate such specific exceptions.  

(c) Any product that is subject to a recall by Health Canada, the OCP, or its  manufacturer, or any product that is under investigation by regulatory authorities for  safety or quality concerns.  

(d) Compounded preparations, unless MedMatch, at its sole discretion, explicitly  permits such listings under separate, specific terms and functionalities designed to  ensure full compliance with NAPRA standards for inter-pharmacy supply of  compounded preparations. (For clarity, such listings are currently prohibited). 

(e) Pharmaceutical samples, investigational drugs, or any products not approved for  sale in Canada.  

(f) Any product that cannot be legally transferred or sold between accredited  pharmacies in Ontario.

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6.5. Transaction Conduct and Record-Keeping 

When You engage in a transaction (whether as a supplier or recipient of an Overstock  Product or Product Need) with another User through the Service, You are solely  responsible for:  

(a) Conducting any due diligence You deem necessary regarding the other User and  the product(s) involved, including independently verifying the other User's OCP  accreditation and good standing.  

(b) Ensuring that any transfer or sale of pharmaceutical products complies with all  OCP, NAPRA, and Health Canada guidelines, policies, and regulations governing inter pharmacy transfers of medication stock. This includes, but is not limited to, creating  and maintaining accurate, complete, and auditable records of the transaction, which  must include at a minimum: (i) the name, strength, dosage form, and quantity of the  drug; (ii) the manufacturer's name, lot number, and expiry date of the drug; (iii) the date  of the transfer; (iv) the full name, OCP accreditation number, and address of both the  transferring and receiving pharmacies; and (v) the names of the responsible individuals  at each pharmacy involved in the transaction.  

(c) Ensuring secure and appropriate packaging, transportation, and storage conditions  during the physical transfer of products to maintain their quality, safety, efficacy, and  integrity, including adherence to cold chain requirements where applicable.  

(d) Complying with all invoicing, payment, and financial record-keeping requirements  applicable to such transactions. 

6.6. Advertising Compliance 

You agree that any Listings You post on the MedMatch Service will comply with all  applicable OCP regulations and guidelines concerning the advertising of drugs and  pharmacy services. This includes, but is not limited to, regulations regarding the  advertisement of price information for Schedule I drugs , ensuring that information is  not false, misleading, or deceptive, and the prohibition on advertising narcotics or  controlled substances. You are solely responsible for ensuring the content of Your  Listings meets these requirements. 

6.7. Prohibited Uses of the Platform 

You agree not to use the MedMatch Service for any purpose that is unlawful or  prohibited by these Terms, or any other purpose not reasonably intended by  MedMatch. Specifically, You agree not to: 

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(a) Use the Service in any manner that could damage, disable, overburden, or impair  the Service or interfere with any other party's use and enjoyment of the Service.  

(b) Attempt to gain unauthorized access to the Service, other Accounts, computer  systems, or networks connected to the Service, through hacking, password mining, or  any other means. 

(c) Obtain or attempt to obtain any materials or information through any means not  intentionally made available through the Service.  

(d) Use any robot, spider, scraper, or other automated means to access the Service for  any purpose without Our express written permission.  

(e) Introduce any viruses, trojan horses, worms, logic bombs, or other material that is  malicious or technologically harmful.  

(f) Engage in any fraudulent activity, including but not limited to, misrepresenting Your  identity or the nature of any products listed.  

(g) Harass, abuse, or harm another person or User.  

(h) Circumvent or attempt to circumvent any fees payable to MedMatch.  

(i) Use the Service to develop a competing product or service. 

Part 7: Platform Provider (MedMatch) Rights and Responsibilities 

7.1. Service Provision and Availability 

MedMatch will use commercially reasonable efforts to make the Service available to  Users. However, MedMatch does not guarantee that the Service will be uninterrupted,  timely, secure, or error-free. The Service may be subject to limitations, delays, and  other problems inherent in the use of the internet and electronic communications.  MedMatch may need to perform scheduled or unscheduled maintenance, which may  temporarily interrupt access to the Service. The Service is provided on an "AS IS" and  "AS AVAILABLE" basis. 

7.2. Right to Monitor, Suspend, or Terminate 

MedMatch reserves the right, but has no obligation, to monitor any activity and content  associated with the Service. MedMatch may, in its sole discretion, without notice or  liability:  

(a) Remove any Listing or content that it deems to be in violation of these Terms or  otherwise objectionable. 

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(b) Investigate any suspected or alleged misuse of the Service or violation of these  Terms.  

(c) Suspend or terminate a User's access to the Service for any breach of these Terms,  non-payment of applicable fees, engagement in illegal or fraudulent activities, if the  User's OCP accreditation is revoked, suspended, or has conditions imposed that  MedMatch, in its sole discretion, deems to pose a risk to the integrity of the Service or  other Users, or for any other reason that MedMatch believes, in good faith, is  necessary to protect the Service, its Users, or the public. 

Part 8: Data Privacy and Confidentiality 

8.1. Collection and Use of Business Information 

MedMatch collects Business Information from Users as detailed in Section 3.2 and as  may be necessary for the provision and improvement of the Service. This information is  used for purposes including, but not limited to: creating and managing User Accounts; verifying User eligibility and OCP accreditation; facilitating communication between  Users (where applicable and initiated by Users); processing payments; providing  customer support; communicating updates and information about the Service; and  ensuring compliance with these Terms and applicable laws. MedMatch is committed to  protecting the privacy of Your Business Information and will handle such information in  accordance with its Privacy Policy [Insert Link to Privacy Policy] and the requirements  of the Personal Information Protection and Electronic Documents Act (PIPEDA) and  other applicable privacy legislation. 

8.2. No Patient Personal Health Information (PHI) 

The MedMatch Service is not intended for the collection, storage, transmission, or  disclosure of any patient Personal Health Information (PHI) as defined under the  Personal Health Information Protection Act, 2004 (Ontario) (PHIPA) or any other  applicable health privacy legislation. Users are strictly prohibited from submitting,  uploading, posting, or otherwise transmitting any PHI to or through the MedMatch  Platform or Service. Users acknowledge that they are solely responsible for ensuring  that their use of the Service does not involve the inappropriate disclosure of PHI.  MedMatch disclaims all liability for any breach of PHIPA or other health privacy laws  resulting from a User's violation of this provision. 

8.3. Data Security 

MedMatch will implement and maintain reasonable administrative, technical, and 

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physical security measures designed to protect the Business Information it collects and  stores from unauthorized access, use, disclosure, alteration, or destruction, consistent  with industry standards and applicable legal requirements, including PIPEDA. However,  You acknowledge that no method of transmission over the Internet or method of  electronic storage is 100% secure, and MedMatch cannot guarantee absolute security.  By using MedMatch’s services, You hereby indemnify and hold harmless MedMatch  from any claims, losses, or damages arising from breaches in data security, provided  that reasonable cybersecurity measures have been implemented. 

8.4. Confidentiality of MedMatch Information 

You agree to keep confidential any non-public information concerning the MedMatch  Platform, its design, operation, features, or any business information disclosed to You  by MedMatch that is marked as confidential or would reasonably be understood to be  

confidential. You will not disclose such information to any third party without  MedMatch's prior written consent, except as may be required by law. 

Part 9: Intellectual Property Rights 

9.1. Ownership of MedMatch Intellectual Property 

The MedMatch Service and Platform, including all underlying software, technology,  designs, text, graphics, logos, trademarks, service marks, and other content (excluding  User-Generated Content as defined below), and all Intellectual Property rights therein,  are and will remain the exclusive property of MedMatch and/or its licensors. These  Terms do not grant You any right, title, or interest in or to the Service or Platform or any  of MedMatch's Intellectual Property, except for the limited right to access and use the  Service in accordance with these Terms. 

9.2. User-Generated Content and License Grant 

Users retain ownership of the content they create and post in their Listings ("User Generated Content"). However, by submitting User-Generated Content to the Service,  You grant MedMatch a non-exclusive, worldwide, royalty-free, sublicensable, and  transferable license to use, reproduce, distribute, display, modify (e.g., for formatting  purposes), and perform Your User-Generated Content solely for the purposes of  operating, providing, developing, and promoting the MedMatch Service. You represent  and warrant that You have all necessary rights, licenses, consents, and permissions to  grant this license for any User-Generated Content You submit.

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Part 10: Disclaimers and Limitation of Liability 

10.1. Disclaimer Regarding Listed Products and User Conduct 

MEDMATCH MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES,  EXPRESS OR IMPLIED, REGARDING THE QUALITY, SAFETY, LEGALITY,  

AUTHENTICITY, AVAILABILITY, OR EFFICACY OF ANY PRODUCTS LISTED ON THE  PLATFORM (WHETHER OVERSTOCK PRODUCTS OR PRODUCTS SOUGHT VIA  PRODUCT NEEDS). MEDMATCH DOES NOT WARRANT THE TRUTH OR ACCURACY  OF ANY LISTINGS OR OTHER USER-GENERATED CONTENT, NOR THE ABILITY OF  USERS TO COMPLETE TRANSACTIONS OR THEIR COMPLIANCE WITH  

APPLICABLE LAWS OR PROFESSIONAL OBLIGATIONS. ALL RISKS ASSOCIATED  WITH TRANSACTIONS ENTERED INTO BETWEEN USERS VIA THE SERVICE ARE  BORNE SOLELY BY THE USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR  INTERACTIONS AND TRANSACTIONS WITH OTHER USERS. 

10.2. Disclaimer of Warranties for Service 

THE MEDMATCH SERVICE AND PLATFORM ARE PROVIDED ON AN "AS IS" AND  "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER  EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT. MEDMATCH DOES NOT WARRANT THAT THE SERVICE WILL BE  UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER  HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. 

10.3. Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL  MEDMATCH, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR  LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,  CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION  DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER  

INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR  INABILITY TO USE, THE SERVICE.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDMATCH'S  AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE  TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR  

OTHERWISE, SHALL NOT EXCEED THE GREATER OF 

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(A) THE TOTAL ADMINISTRATION FEE PAID BY YOU TO MEDMATCH FOR USE OF  THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO  THE CLAIM, OR  

(B) ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD). 

Part 11: Indemnification 

11.1. User Indemnification 

You agree to defend, indemnify, and hold harmless MedMatch, its affiliates, and their  respective officers, directors, employees, agents, and licensors from and against any  and all claims, demands, actions, suits, proceedings, liabilities, damages, losses,  costs, and expenses (including reasonable legal fees and disbursements) arising out of  or in any way connected with:  

(a) Your access to or use of the MedMatch Service.  

(b) Your User-Generated Content or Listings, including but not limited to any claim that  such content infringes the rights of a third party or is inaccurate or misleading.  

(c) Any transaction or interaction You have with another User through the Service.  (d) Your violation of any provision of these Terms.  

(e) Your violation of any applicable law, regulation, or standard of professional conduct  (including, without limitation, those of the OCP, Health Canada, or NAPRA).  

(f) Your infringement or violation of any rights of another party, including intellectual  property rights.  

MedMatch reserves the right, at Your expense, to assume the exclusive defense and  control of any matter for which You are required to indemnify Us, and You agree to  cooperate with Our defense of these claims. 

Part 12: Term, Termination, and Suspension 

12.1. Term 

This Agreement shall commence on the date You first accept these Terms and shall  continue in full force and effect until terminated by either You or MedMatch as set forth  herein. 

12.2. Termination by User 

You may terminate Your Account and these Terms at any time by discontinuing Your 

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use of the Service and providing MedMatch with written notice of termination (e.g.,  through Your Account settings, if available, or by contacting MedMatch customer  support). Termination will be effective upon MedMatch's processing of Your request. 

12.3. Termination or Suspension by MedMatch 

MedMatch may, in its sole discretion, suspend or terminate Your Account and access  to the Service, with or without prior notice, for any reason, including but not limited to:  

(a) Any material breach of these Terms, including failure to pay applicable fees.  (b) Engagement in fraudulent, illegal, or harmful activities.  

(c) If Your OCP accreditation is revoked, suspended, lapses, or has conditions  imposed that MedMatch, in its sole discretion, deems unacceptable for continued  participation in the Service.  

(d) If Your conduct is deemed by MedMatch to be harmful to other Users, MedMatch,  or the public.  

(e) Extended periods of inactivity.  

(f) If MedMatch discontinues the Service or a material part thereof. 

12.4. Effect of Termination 

Upon termination of these Terms or Your Account for any reason:  

(a) Your right to access and use the Service will immediately cease. 

(b) You remain liable for any fees or other amounts owed to MedMatch accrued prior to  the effective date of termination.  

(c) MedMatch may, in its discretion, delete Your Account and any User-Generated  Content or Business Information associated with it, subject to its data retention policies  and applicable legal requirements.  

(d) The following provisions of these Terms shall survive termination: Part 2  (Definitions), Section 4.2 (MedMatch as a Neutral Facilitator), Part 8 (Data Privacy and  Confidentiality, specifically Sections 8.2, 8.3, 8.4), Part 9 (Intellectual Property Rights),  Part 10 (Disclaimers and Limitation of Liability), Part 11 (Indemnification), Section 12.4  (Effect of Termination), Part 13 (Dispute Resolution), Part 14 (Governing Law and  Jurisdiction), and Part 15 (General Provisions).

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Part 13: Dispute Resolution 

13.1. Dispute Resolution Process 

(a) Good Faith Negotiation: In the event of any dispute, claim, question, or  

disagreement arising from or relating to these Terms or the breach thereof (a  "Dispute"), the parties shall first use their best efforts to settle the Dispute through  good faith negotiations.  

(b) Mediation: If the Dispute cannot be resolved through negotiation within thirty (30)  days, either party may propose that the Dispute be submitted to mediation  

administered by a mutually agreed-upon mediator or mediation service in Ontario,  Canada. The parties shall share the costs of mediation equally.  

(c) Binding Arbitration: If the Dispute is not resolved through mediation within sixty (60)  days of the commencement of mediation (or such further period as the parties may  agree in writing), the Dispute shall be finally resolved by binding arbitration  

administered by in accordance with its. The place of arbitration shall be Toronto,  Ontario, Canada. The language of the arbitration shall be English. The decision of the  arbitrator(s) shall be final and binding upon the parties and may be entered as a  judgment in any court of competent jurisdiction. 

(d) Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other  equitable relief in a court of competent jurisdiction to prevent the actual or threatened  infringement, misappropriation, or violation of a party's copyrights, trademarks, trade  secrets, patents, or other intellectual property rights.  

(e) User-to-User Disputes: MedMatch is not responsible for resolving disputes between  Users. Users are solely responsible for resolving any disputes that may arise from their  interactions or transactions with other Users. 

Part 14: Governing Law and Jurisdiction 

14.1. Governing Law and Jurisdiction 

These Terms and any dispute or claim arising out of or in connection with them or their  subject matter or formation (including non-contractual disputes or claims) shall be  governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law  provisions. Subject to the arbitration provisions in Section 13.1, You and MedMatch  irrevocably agree to submit to the exclusive jurisdiction of the courts located in Toronto,  Ontario, Canada, to resolve any legal matter arising from these Terms.

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Part 15: General Provisions 

15.1. General Provisions 

(a) Severability: If any provision of these Terms is held by a court of competent jurisdiction to  be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited  to the minimum extent such that the remaining provisions of the Terms will continue in full  force and effect.  

(b) Waiver: No waiver by MedMatch of any term or condition set forth in these Terms  shall be deemed a further or continuing waiver of such term or condition or a waiver of  any other term or condition, and any failure of MedMatch to assert a right or provision  under these Terms shall not constitute a waiver of such right or provision.  

(c) Entire Agreement: These Terms, together with Our Privacy Policy and any other  legal notices or terms published by MedMatch on the Service, shall constitute the  entire agreement between You and MedMatch concerning the Service and supersede  all prior and contemporaneous understandings, agreements, representations, and  warranties, both written and oral, concerning the Service. (As per Section 1.2, these  MedMatch-specific Terms prevail over any conflicting general terms of [Client  Company Name] with respect to the MedMatch Service).  

(d) Notices: All notices or other communications required or permitted to be given  hereunder shall be in writing and shall be deemed to have been duly given: (i) when  delivered personally; (ii) when sent by registered or certified mail, return receipt  requested, postage prepaid; (iii) when sent by a recognized overnight courier service;  or (iv) when sent by email to the email address provided by You in Your Account (for  notices to You) or to (for notices to MedMatch), provided that email shall not be  sufficient for notices of termination or an indemnifiable claim.  

(e) Assignment: You may not assign or transfer these Terms, by operation of law or  otherwise, without MedMatch's prior written consent. Any attempt by You to assign or  transfer these Terms, without such consent, will be null and void. MedMatch may  assign or transfer these Terms, at its sole discretion, without restriction, including in  connection with a merger, acquisition, corporate reorganization, or sale of all or  substantially all of its assets. Subject to the foregoing, these Terms will bind and inure  to the benefit of the parties, their successors, and permitted assigns.  

(f) Headings: The section headings in these Terms are for convenience only and have  no legal or contractual effect.

18 

Part 16: Contact Information 

16.1. Contact Information 

If You have any questions about these Terms or the MedMatch Service, please contact  MedMatch at:  

[Rx Billing Genie Inc]  

2030 Bristol Circle, Unit 210, Oakville, Ontario, CA, L6H 6P5 

Email: contact@rxbillinggenie.com