Terms & Conditions

GENERAL TERMS OF USE

APPLICABILITY
1. These general terms of use (the “Terms”) are the only terms that govern the provision of services by IHS Medical Inc. (hereinafter “IHS”), a Federal Canadian Corporation with its principal place of business at 3731 Carp Rd., Ottawa ON, K0A 1L0, to individuals who wish to retain IHS for accessing, coordinating, managing, and monitoring cross-border healthcare services ("Users") for consenting relatives ("Beneficiaries") by regulated providers across Africa, together hereinafter the parties, (each a "Party" and collectively the "Parties").
2. IHS has agreed to provide the logistical services on the Terms provided herein.
3. By signing up for an IHS account (the “IHS Account”), the User is agreeing to be bound by the following Terms.
4. These Terms (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
5. These Terms prevail over any of User's general terms and conditions regardless of whether or when User has submitted its request for proposal, order, or such terms. Provision of services to the User does not constitute acceptance of any of the User's terms and conditions and does not serve to modify or amend these Terms.
TERM
This Agreement shall commence on the date of registration and continue to the date of termination or expiration of the final subscription term.
SERVICE

IHS provides access to a secure information management platform (the “IHS Application”) on a subscription basis for Users to coordinate, manage, and monitor cross-border healthcare services for consenting Beneficiaries by regulated providers across Africa (the “Services”). IHS grants the Users a non-exclusive, non-transferable, worldwide right to access and use the IHS Application and Services during the Term, solely for the Users’ personal, household and family purposes. Any new features or tools which are added to the current Services shall also be subject to this Agreement. IHS reserves all other rights.
DECLARATION

The Users acknowledge that their enrollment and subscription are purely voluntary and are in no way mandated by IHS. The Users understand and affirm that IHS is not a hospital, but rather a logistical firm that leverages technology in accessing, coordinating, managing, and monitoring cross-border healthcare Services.
IHS ACCOUNT

IHS shall enable the IHS Account for the User to access the Services. IHS shall allow the Users to create usernames and passwords for the IHS Account. The User must register for an IHS Account by providing a legal name, email address, phone number, Beneficiary details, and any other information required by IHS. IHS may, in its sole and absolute discretion, reject any application for an Account for any reason, and IHS reserves the right to refuse service to anyone for any reason at any time. The User shall maintain the confidentiality of all usernames, passwords, and account information under their internal control. The User agrees to provide IHS with accurate personal information, such as the email address, mailing address and other contact details to complete registration or contact the User as needed. The User agrees to promptly update the IHS Account and information. The User authorizes IHS to collect and use this information to contact them in accordance with IHS Privacy Policy.
USE OF IHS WEBSITE AND ACCOUNT

The User agrees to use the IHS website and its auxiliary product(s) for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any intellectual property or privacy law. By accepting this Agreement, the User represents and warrants that they are at least the age of majority in the province/state of residence and are legally capable of entering into a binding contract. The User agrees to not use the IHS website and IHS account to conduct any activity that would constitute a civil or criminal offence or violate any law. The User agrees not to attempt to interfere with the IHS website’s network or security features or to gain unauthorized access to IHS systems.
USE OF THE SERVICE
1. IHS' Responsibilities. IHS shall: (i) communicate with the regulated healthcare providers across Africa; (ii) collect the health-related information regarding the User’s Beneficiaries across Africa; (iii) coordinate, manage, and monitor cross-border healthcare services for the Beneficiaries across Africa and translate back to Users abroad; (iv) maintain integrity of the Services; (v) provide technical support services to the User, at no additional charge; (vi) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week.
2. User Responsibilities. The User shall: (i) have sole responsibility for the accuracy, reliability, and appropriateness of all collected information under the IHS Account; (ii) use reasonable efforts to prevent unauthorized access to, or use of, the Services, IHS Account and notify IHS promptly of any such unauthorized access or use of the Services or IHS account.
LOCATION

The User understands and acknowledges that Services will be provided virtually through the IHS Application.
FEES
1. The fee for the Services is $1,200 USD including all applicable taxes when paid in full (the “Fees”). Fees for the Services include the annual health insurance for applicable secondary care (the “HMO Coverage”).
  
  The User may choose to pay the Fees in twelve equal monthly installments of $100 USD, including all applicable taxes, or the twenty-four equal bi-weekly installments of $50 USD, including all applicable taxes. The first installment will be due when the User activates the account on the IHS Application.
  
  Where a payment installment is late, access to the account on the IHS Application will be paused until all outstanding amounts owing have been received by IHS.
  
  All Fees are non-refundable. The User agrees that IHS may charge any credit card they have on file to collect any outstanding payments.
PAYMENT PROCESSING
1. To the extent that payment is made in relation to any Services, the Users acknowledge that such payments are being made by them to the third-party payment processor of choice, including Stripe, Inc. (“Stripe”).
  
  In making payments to Stripe, Users irrevocably agree to be bound by any and all applicable terms, conditions and policies as provided by Stripe and which can be found on their website at www.stripe.com, as the case may be.
  
  In making such payments to Stripe, Users irrevocably agree to contract solely with Stripe and acknowledge that any issues that might arise related to the processing of such payment is strictly between each User and Stripe, and that IHS does not in any way form part such issues or of each User’s agreement with Stripe. All Fees are non-refundable. The User agrees that IHS may charge any credit card they have on file to collect any outstanding payments.
INTELLECTUAL PROPERTY

Nothing in this Agreement will function to transfer any of IHS intellectual property rights to the User. All IHS website content, any and all produced codebase, software, technologies related thereto, including any and all algorithms or processes developed by IHS and all derivatives, modifications, or improvements of or to any of the foregoing made by or for IHS, whether or not created or developed in connection with the Services, are copyrighted materials and are solely for the use of the User during the Term of the Agreement and are not to be copied, distributed, or shared with any third party under any circumstances.
DISCLOSURE AND CONFIDENTIALITY

IHS agrees to keep the Users’ personal information, the beneficiaries’ personal information and applicable assessments confidential and not to disclose the contents of the assessment to anyone, unless required by law, or otherwise approved or requested by the User in writing. Users agree to authorize IHS, as provider of the Services and all related assessments, to disclose and review the personal information and any applicable assessments to Users’ approved health care professionals as needed. The User agrees to indemnify and hold IHS and affiliates, employees, agents, representatives, successors, and assigns harmless from any liability, loss, cost, or expense that Users or their beneficiaries may incur, attributable to any failure or omission of any assessment undertaken during the Term of this Agreement.
PRIVACY & SECURITY

User privacy is a top priority at IHS. IHS collects and safeguards Beneficiaries’ personal health information under the authority of the Health Insurance Portability and Accountability Act, 1996 (HIPAA), and the Personal Information Protection Act, 2003 (PIPA). All IHS’ employees and contractors sign a confidentiality agreement and are educated on protecting User privacy and compliance with Ontario’s privacy legislation. In addition, strict security and audit controls are in place to ensure the User’s information is viewed only when required.
If You would like to know more about how your personal health information is handled and shared, please call +1 (613) 839-1919 and ask to speak to our Chief Regulatory Officer.
MEDIA RELEASE

Users hereby grant IHS permission to use willingly provided testimonials. These testimonials may be used on all social media sites including but not limited to Facebook, Twitter, Google and Instagram, as well as for the promotion and marketing of IHS-related Services. Promotion will include websites, publications and any media coverage. User acknowledges that they will not seek any compensation, financial or otherwise from the use of these testimonials through IHS.
By accepting the Terms, the User expressly AGREE to have their testimonials taken and used as described above. This authorization is ongoing and can only be withdrawn by the User in writing.
WARRANTIES
1. Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.
  
  User Warranties. The User represents and warrants that for any personal information controlled by the User or its’ Beneficiaries and affiliated with the IHS Account, or any other sensitive personal information, as applicable, has obtained the necessary consent or legal right to provide or transmit such data.
  
  IHS Warranties. IHS represents and warrants that (i) it will provide the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; (ii) IHS shall not be liable for a breach of the warranty set forth in Section 14(c) unless the User gives written notice of the defective Services, reasonably described, to IHS within Seven (7) days of the time when the User discovers or ought to have discovered that the Services were defective; (iii) IHS owns or otherwise has sufficient rights in the Services to grant to the User the rights to use the Services granted herein; and (iii) the Services do not infringe any intellectual property rights of any third party.
LIMITATIONS OF LIABILITY
1. IN NO EVENT SHALL IHS BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  
  IN NO EVENT SHALL IHS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AGGREGATE AMOUNTS PAID OR PAYABLE TO IHS PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TERMINATION
1. Either Party may terminate this Agreement with written notice within 14 days from renewal.
2. The User understands and acknowledges that the Service Fees ($1200 USD) are final, non-refundable and non-transferable without exception; collection of outstanding fees applies upon coverage cancellation.
NOTICES

Any notice or other communication to be given in connection with this Agreement shall be delivered by e-mail to the e-mail address provided by the User at the time of registration to the Services. It is the User’s responsibility to keep IHS apprised of any changes to the respective email address(es). All notices or other communications shall be deemed received at the time they are sent by IHS.
FORCE MAJEURE

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations to make payments to the other Party, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, tsunami, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency; and (j) other similar events beyond the reasonable control of the Impacted Party.
COMPLIANCE WITH LAW

Both parties shall maintain knowledge of and comply with all applicable federal, provincial and municipal laws, rules, and regulations, and shall not knowingly participate or assist in any violation of such laws, rules, or regulations.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, or undertakings, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Federal Laws of Canada applicable therein.
ARBITRATION
1. If any dispute occurs between the parties relating to the application, interpretation, implementation or validity of this Agreement, the parties agree to seek to resolve the dispute or controversy through mediation with the Canadian Arbitration Association before pursuing any other proceedings. Nothing herein shall preclude any Party from seeking injunctive relief in the event that a Party perceives that without such injunctive relief, serious harm may be done to the Party. Any Party to the dispute may serve notice on the other Party of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the Parties or, if the Parties cannot agree within five (5) days after receipt of the notice of intention to mediate, the mediator will be appointed by the Canadian Arbitration Association. The mediation will be held at Ottawa, ON. The Parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the Parties. If the dispute has not been resolved within thirty (30) days of the notice of desire to mediate, any Party may terminate the mediation and proceed to arbitration as set out below.
2. Subject to the mediation provisions set out above, if any dispute or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the dispute will be resolved by arbitration at Canadian Arbitration Association pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in Ottawa, ON. The arbitration shall proceed in accordance with the provisions of the Arbitration Act (ON). The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the Parties.
COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
ELECTRONIC DELIVERY

IHS may, in its sole discretion, decide to deliver this Agreement and any documents related to this Agreement or any notices required by applicable law by email or any other electronic means. The User hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Terms & Conditions

GENERAL TERMS OF USE

APPLICABILITY