PART A - NOTICE TO ALL USERS

This license agreement ("License Agreement") is a legal agreement between you and TELUS Health "the Licensor". You are accessing and/or activating Online Claims Access, TELUS Health Mobile Claims software, website (as defined below) and associated materials, content, and documentation that have been created by, or on behalf of TELUS Health, its affiliates, or its licensors (collectively the "Software"). This License Agreement pertains to the use of software and Systems (as defined below) and only provides the right, by the terms and conditions set out in this license agreement, for a single user to access and use the Software. In this License Agreement, "use" or "using" means to access, install, download, copy or otherwise benefit from using, the functionality of the Software. The terms "you" and "your" within this agreement refer to the user(s) of the Software. By clicking on the "I Agree" button below or using the Software, as applicable, you are acknowledging that you have read and understood this License Agreement, and agree to be bound by its terms and conditions.

By entering into this license agreement you are agreeing, on your own behalf and on behalf of any legal entity that you represent, to the terms and conditions of this license agreement. This license agreement is enforceable against the user and any legal entity that has obtained the Software and on whose behalf it is used.

By logging in to the Software, or through your first use of the Software, as applicable, you accept the terms and conditions of this license agreement of its entirety and are legally bound to the terms and conditions therein.

If you do not agree to the terms and conditions of this license agreement, use of the Software must immediately cease.

Please read this agreement carefully.

PART B - OTHER LICENSE AGREEMENT TERMS

The Software is made available to you by, or on behalf of, the Licensor and may be used by you on the website at www.onlineclaimsaccess.net (the "Website"). The TELUS Health Mobile Claims Software is available on the Apple iTunes Store. The Website is hosted on the Licensor's or third party computer systems (together with the Website make up the "Systems").

• Grant of License to Use the Software. Subject to the terms and conditions hereof, the Licensor hereby grants to you, a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Software, as such Software is delivered to you, solely as an end user, and solely for the purpose of accessing claims information online. Use of some third party materials included in the Software or Systems may be subject to other terms and conditions found in a separate license agreement or "Read Me" file located near such materials.
• Ownership of the Software and the Systems.
  • The Software contains and/or embodies copyrighted material, trade secrets, inventions and/or other proprietary material and intellectual property of the Licensor, its affiliates and/or other third parties who have provided access to the Licensor to certain software and systems. All title, intellectual property rights and ownership rights in the Software and the Systems remain with the Licensor, its affiliates and other third parties who have provided access to the Licensor to certain software and systems, as applicable.
  • Except as expressly provided by this License Agreement, no licenses or rights (including rights to maintenance or updates) are granted, expressly or by implication, or estoppel to you. The Licensor reserves all rights with respect to the Software and the Systems not expressly granted in this License Agreement.
  • The Licensor does not sell any rights in the Software, but rather grants to you the right to use the Software in accordance with the terms and conditions hereof.
  • The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
• The Software contains parts of or accesses services from ABBYY Cloud OCR SDK Web-service and ABBYY's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information).
• You have acquired a product ("PRODUCT") that includes software licensed by ABBYY from LIZARDTECH, INC.
  • Those installed software products of LIZARDTECH origin, as well as any associated media, printed materials, and "online" or electronic documentation ("ABBYY SOFTWARE") are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.
  • If you do not agree to this End User License Agreement ("EULA"), do not use the PRODUCT. Promptly contact ABBYY for instructions on return of the unused PRODUCT(S) for a refund. Any use of the SOFTWARE, including but not limited to use of the PRODUCT, will constitute your agreement to this EULA (or ratification of any previous consent).
  • Grant of License. You are granted a personal, nonsublicensable, nontransferable, nonexclusive license to use the ABBYY SOFTWARE as integrated in the PRODUCT (as well as any associated documentation). You will not rent, sell, lease or otherwise distribute the ABBYY SOFTWARE or any part of it.
  • NO WARRANTIES FOR THE ABBYY SOFTWARE. The ABBYY SOFTWARE is provided "AS IS" and with all faults. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE PRODUCT OR THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, LIZARDTECH.
  • NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, LIZARDTECH SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  • Limitations on Reverse Engineering. Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the ABBYY SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  • Export Restrictions. You acknowledge that the ABBYY SOFTWARE, or any part thereof, or any process or service that is the direct product of the ABBYY SOFTWARE (the foregoing collectively referred to as the "Restricted Components") are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end- use and destination restrictions issued by U.S. and other governments.
• Activation and Privacy Information. By registering to use this Software, you consent to the collection and processing of information required during the registration process. All of this information is collected by the Licensor and handled pursuant to the terms of its Privacy Policy, a copy of which is attached as Appendix A.
• Restrictions.
  • Except as expressly permitted in this License Agreement in order to carry out the license granted in Section 1, you shall not sell, transfer, license or sublicense, distribute, replicate, reproduce, perform or display the Software or the license granted herein. In no event shall you reverse engineer, disassemble, reverse compile or otherwise reduce to human readable form or seek to create or derive the source code from the object code of the Software, emulate the functionality, modify or create derivative versions of the Software, in whole or in part, in each case without the express prior written consent of the Licensor, and other third parties who have provided access to the Licensor to certain software and systems, as applicable. In addition to all prohibitions contained elsewhere in this License Agreement, you shall not:
    • Use the Software or any portion thereof to create any tool or software product that can be used to create software applications of any nature whatsoever or use the Software or the Systems in any unlawful manner whatsoever;
    • Rent, lease, loan, export, assign or otherwise provide access to the Software or the Systems, in whole or in part, on a temporary or permanent basis;
    • Use the Software, any intellectual property of the Licensor or the Systems except as expressly authorized in this License Agreement;
    • Remove, alter, cover, obfuscate and/or otherwise deface any proprietary notices in or on the Software or the Systems; and
    • You shall take all reasonable precautions to prevent third parties from using, accessing or copying the Software or the Systems, as applicable, in any way that would constitute a breach of this License Agreement.
  • You further agree that you shall not tamper with the Software or the Systems or undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, or assisting the bypassing, defeating or circumventing of) proper and/or secure access or operation of the Software or the Systems and/or any processes or mechanisms operatively linked to the Software or the Systems.
• Abuses. You agree to use the Software and the Systems for lawful purposes only and you represent and warrant that you will not use (or allow use of) the Software or the Systems in any manner that is prohibited by any law, regulation (collectively, "Abuses"). If you in any way make, facilitate, aid or encourage any Abuse, the Licensor may, at its sole discretion, immediately terminate the license to the Software, your access to the Systems and/or this License Agreement with no refunds offered or due to you. The Licensor also reserves the right, at its sole discretion, to suspend or terminate the license to the Software and your access to the Systems upon notice to you for any Abuse. Failure to promptly correct such an Abuse within 48 hours notice of receipt of notice from the Licensor may result in termination of this License Agreement and your access to the Systems. Indirect or attempted violations of this Section shall also be considered violations of this Section.
• Client Services. The Licensor will make available its telephone technical support between the hours of Monday to Friday 9:00 a.m. to 5:00 p.m. E.S.T., exclusive of Canadian statutory holidays. These services, terms of service and service hours are subject to change without notice.
  
  The Licensor reserves the right to do any of the following, at any time, with or without notice:
  • To modify, suspend or terminate operation of or access to the Software or Systems, or any component thereof;
  • To modify or change the Software or the Systems, or any component of either of same, and any applicable policies or terms; and
  • To interrupt the operation of the Software, or any component thereof, as necessary to perform routine or non-routine maintenance, error correction or other changes.
• Termination. This License Agreement and your license to use the Software commence upon the earlier of:
  • Your acceptance of this License Agreement by logging in to the Software, or through your first use of the Software, as applicable, and will continue until you fail to be in compliance with the terms and conditions of this License Agreement or this License Agreement is terminated. The Licensor may immediately terminate your license to use the Software and/or your access to the Systems with or without notice to you if you breach or fail to comply with any of your obligations hereunder. Upon the termination of this License Agreement, you shall immediately cease using the Software and the Systems and shall permanently destroy and/or delete all copies of the Software.
  The "Ownership of the Software" and "Disclaimer of Warranties and Limitation of Liability" sections of this License Agreement shall continue in force after any termination or expiration of this License Agreement or any amended, subsequent or replacement agreement.
• Amendments. The Licensor may from time to time, with or without notice, amend, modify or supplement this License Agreement. Please check the Website regularly for revisions to this License Agreement.
• Disclaimer of Warranties and Limitation of Liability. For greater certainty, the below disclaimer applies to, among other matters and with respect to the Software, any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use of, whether for breach of contract, tort, negligence or any other cause of action.
  
  To the maximum extent permitted by applicable law:
  • The Licensor, its subsidiaries, affiliates, partners, employees, directors, contractors and other third parties who have provided access to the Licensor to certain software and systems disclaim all warranties and conditions, either expressed or implied, statutory or otherwise including, but not limited to, implied warranties or condition of merchantability, fitness for a particular purpose, title and non-infringement with regard to the Software and the Systems,
  • The Licensor does not promise that the Software or the Systems will be error-free, their use uninterrupted, defects will be corrected or that your use of the Software or the Systems will provide specific results, and
  • The Software and the Systems are provided on an "As Is" and "As Available" basis and the entire risk arising out of use or performance of the Software and the Systems remains with you. The Licensor cannot ensure that the Software, the Systems or any files or other data associated or included with the Software or the Systems will be free of viruses, contamination or destructive features. In no event shall the Licensor, its subsidiaries, affiliates, partners, employees, directors, contractors or other third parties who have provided access to the Licensor to certain software and systems be liable for any loss or damage hereunder including, without limitation, any inaccuracy of data, loss of profits or business information, business interruption or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software or the Systems, even if such party has been advised of the possibility of such damages. In any case, the Licensor's entire liability under any provision of this License Agreement shall be limited to CDN $20.00. The limitation of this Section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term.
  In no event will the Licensor be liable for any use or misuse of any of your or any third party hardware operating systems, equipment, monitoring or management of the servers on which the Software resides; the installation, where applicable, of the Software, or any of your data (or that of any third party); or any unauthorized use or misuse of the Software. It is your responsibility to protect the foregoing hardware, operating system, equipment and your data (and that of third parties).
• Miscellaneous.
  • Assignment. This License Agreement shall be binding upon and inure to the benefit of each party's respective permitted successors and assigns provided, however, that you may not assign your rights or obligations under this License Agreement, by operation of law or otherwise, without the prior written consent of the Licensor except as may be expressly provided herein.
  • Validity. If any provision of this License Agreement is invalid or unenforceable under applicable law, such provision will be modified or eliminated to the minimum extent necessary and the remainder of the provision, as well as the other provisions will continue in full force and effect as long as it does not substantially alter the intent of this License Agreement.
  • Waiver. Failure to exercise or enforce any right or provision of this License Agreement shall not constitute a waiver of such right or provision.
  • Governing Law. This License Agreement will be governed by and construed in accordance with the substantive laws in force in the Province of Ontario and the courts of Ontario shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods , the application of which is expressly excluded.
  • Survival. Provisions of this License Agreement related to ownership, confidentiality, liability and indemnity shall survive the termination of this Agreement.
  • Entire Agreement. This License Agreement (including, without limitation, Parts A and B above) together with, where applicable, all other agreements with the Licensor that incorporate this License Agreement by reference (including any software license and services agreement between your employer company and the Licensor which covers your use of the Software) represent the entire agreement between the Licensor and you with respect to its subject matter. There are no representations, understandings or agreements between the Licensor and you, relative to the subject matter hereof other than those expressly set forth herein.
  • Language. The parties have expressly required that this License Agreement and all documents and notices relating hereto be drafted in English.

BY LOGGING IN TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, AND THAT YOU ARE FULLY AUTHORIZED TO DO SO.

The Licensor ("We") and its subsidiaries and affiliates are committed to protecting your privacy, in compliance with all laws, including the Personal Information Protection and Electronic Documents Act ("PIPEDA"). This document sets out our policy with respect to our collection, use, and disclosure of personal information.

Individuals have the right to be informed about the information which is collected about them and its intended use. Individuals also have the right to review the information retained and be informed as to how to update and correct it.

To help you understand how your personal information is protected at the Licensor, please review the following statement describing our practices and policies with respect to the privacy of website visitors and customer information. In the event you become an inactive customer or terminate your relationship with us, we will continue to adhere to the policies and practices described in this policy.

Use and Disclosure of Personal Information:

• We will limit the collection and use of personal data to what is needed for valid business purposes and compliance with local and federal laws.
• Data will only be obtained by lawful and fair means.
• Except as part of the sale of all, or substantially all, assets of the Licensor, we will not sell, trade or rent your personal information to any third party unless:
  • You request it;
  • The data is provided to help complete a customer-initiated transaction;
  • The disclosure is required by law and you have been informed about the possibility of such disclosure and have agreed to it.
• We will provide website visitors and customers with concise information about our policies regarding the collection, use and disclosure of personal data, through this website.
• We will make every effort possible to preserve the accuracy of personal data held, and will allow website visitors and customers the opportunity to review and correct their personal data upon request.
• In order to improve your online experience with us, we may use cookies to collect online preferences or additional information. Any personal information collected about you through cookies, pieces of data that uniquely identify each site visitor, will be treated in accordance with this privacy policy. Most web browsers accept cookies by default, if you choose to change your cookie settings, please do so through your Internet browser. Please note that certain areas of our website may not work properly if you disable cookies.

Changes to the Privacy Policy for this Website:

The Licensor reserves the right to change this privacy policy at its discretion and will post the revised policy on the Website.