MedMate is a Canadian online platform which connects healthcare providers and healthcare facilities that are looking for specific medical-related products with other healthcare providers and facilities or distributors and suppliers of products. These terms and conditions (the "Terms of Service") preside over the use of MedMate (Site) by users (Subscribers) of the service offered by the MedMate web application, accessible via the following URL MedMate.ca, is hereinafter referred to as the "Site".

This Site is operated by MedMate Inc. referred to as "MedMate", "we", "us", and "our". If you are a Subscriber, please read these Terms of Service carefully and in conjunction with any other agreement which may be in place between MedMate and the Subscriber, such as the Privacy Policy.

Your use of the Site constitutes your acceptance of and agreement to all of the terms and conditions defined herein. MedMate reserves the right, from time to time, with or without notice, to change these Terms of Service at its sole discretion, and the latest version will appear on the website with the date that it was last updated. By using the Site after any changes have been posted, you agree to the new terms.

1. Definitions and Interpretation

The following definitions and rules of interpretation apply in these Terms of Service:

1. "Account" means the MedMate account you open when you register to become a Subscriber of the website;

2. “Subscriber” is the user of the MedMate website

3. "Subscription Fee" means the fee charged by MedMate to the Subscriber to use the website;

4. "Connection Fee" means the fee charged by MedMate to the Subscriber that has created a ticket, when they agree to connect with another Subscriber;

5. “Connection” is when two Subscribers agree to Connect and negotiate and/or transact for products off line.

6. “Site” is the MedMate website and its services

7. “Transaction” is the sale, purchase, loan, donation of products that occurs between Subscribers offline, after a Connection has been made.

8. “Content” is information about a product or equipment that is posted on the website. It includes product codes, descriptions, images and other information.

9. References to "you" are a reference to a Subscriber.

2. Subscriber Accounts

1. Subscribers are required to create an Account in order to use the Site. By joining, a Subscriber confirms that it is legally capable of using the Site and has use of a credit card for any applicable charges.

2. Should you choose to subscribe, you agree to provide accurate and current information about yourself as required by the relevant registration process. You agree to be responsible for: (a) maintaining the confidentiality of any personal log on information or passwords which you choose or are assigned as a result of any registration to the Site, and (b) all activities that occur under such personal log on or password. Further, you agree to notify MedMate of any unauthorized use of your log on information or password. MedMate shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 2.

3. All Subscriber Accounts are associated with individuals. All Subscribers are responsible for their Accounts, including making sure that all User details are correct and kept up-to-date and for ensuring that their password is secure. If a Subscriber has any reason to believe that its Account is being used by anyone else, contact us immediately at info@medmate.ca. If we believe that a Subscriber's Account has been compromised, we may suspend that account and will contact the Subscriber to try and resolve the problem.

4. We may, at our absolute discretion, refuse to register any person or entity as a Subscriber if we determine that they may not qualify to use the site. We may also suspend a Subscriber privileges if the Site is not used as intended.

3. Our Site:

1. We may change functionality or parts of our Site at any time.

2. The legal rights (including the intellectual property rights) in our Site and any content on it is owned by us, or licensed to us by third parties. Our Site and content may be protected by international copyright laws and database rights. Save for the limited right to use the ordinary functionality of the Site as granted under these Terms of Service, nothing on our Site grants you any license or right to use, alter or remove such material. You may not use our trade marks, logos or other intellectual property without our prior written approval.

3. From time to time, our Site may include links to other websites, applications or web properties. These links are provided for your convenience to provide further information. We have no control over, or responsibility for, the content of the linked websites, applications or web properties.

4. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. The quality of the Site may be affected by a number of factors including, for example, network connection and internal network, as well as any interference or maintenance work. If a disruption or disturbance occurs on the Site or a part of it or if the Site or a part of it is temporarily out of use or inoperative due to repair or maintenance work, updates or reasons beyond our control (force majeure), you accept that such interruptions, disturbances or disruptions do not constitute a defect or delay of or in the Site, and, to the extent permitted by law, we shall not be liable for any consequences of or damages resulting from such interruptions, disturbances or disruptions. We or a third party shall seek to repair the problems or failures as soon as possible and to restore the Site to use as soon as possible under the circumstances. We have the right to update the software included in the Site from time to time.

5. Your access to our Site may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will endeavor to restore the Site as soon as we reasonably can.

6. We do not guarantee that the Site, or any content on it, will be free from errors or omissions. Content contained in dashboards, is posted by other Subscribers and not MedMate. We are not responsible for the accuracy of Listings.

7. It is the Subscriber’s duty to do their own due diligence before transacting with another Subscriber offline. MedMate bears no responsibility for the transactions that occur once one Subscriber is connected with another Subscriber.

8. When you use our online services, our targeted advertising cookies indicate the pages that interest you. We may allow companies to post banner ads or links on our online services, just as we may also post our own banner ads and links on our partners’ services. The presence of an ad on our site does not imply endorsement of the advertised company or product. Advertising may be placed on the site adjacent to content related to advertiser or sponsor interest, and also may be targeted to users by online behaviour.

4. User License and Content

1. We allow Subscribers to post descriptions of products (which may include, for example, pictures, text, information and/or other types of content) (the "Content").

2. You hereby grant us an unrestricted, irrevocable, worldwide, non- exclusive, royalty-free, perpetual licence to use, reproduce, modify, adapt, create derivative works from, publish, transmit, communicate to the public, perform and display any of your Content in connection with the provision, operation, maintenance, development, marketing and improvement of the Site and for other business needs of MedMate. You accept that this means that we are able to use and exploit the Content in any manner and by any means, method or technology (whether now known or hereafter created) and for such purposes (including but without limitation to promoting part or all of the Site). This section does not affect your rights nor our obligations under the MedMate Privacy Policy.

3. You irrevocably and unconditionally waive any and all moral rights in any Content.

4. You are solely responsible for your Content and the consequences of posting or publishing it. We do not endorse any Content or any opinion, recommendation, or advice expressed therein. You also acknowledge that we have no liability in connection with the Content and we cannot guarantee and will not be liable for any unauthorised copying, distribution or use of your Content. All photos posted must be royalty free and original photos taken by the Subscriber.

5. By uploading and publishing your Content you warrant, represent and undertake that you are the creator and owner of the Content, have the right to make the offer in the Listing that you post, and have the right to grant us the rights contain in these Terms of Service and that you will comply with all your obligations regarding uploading content to our Site including without limitation those set out at clause 5.1, below. You warrant that the Content is accurate and complete in all material respects and you have (and will continue to have during your use of the Site) all necessary licenses, rights consents and permissions which are required to enable us to use your Content as contemplated by these Terms of Service.

5. Subscriber use of our Site:

1. You agree that you will not: (a) impersonate any other person, conduct yourself in an offensive or abusive manner, or use the Site for any unlawful purposes; (b) use the Site to solicit for any other business or service; (c) use virtual private networks, false email addresses or any other means to mask your identity; (d) attempt to access the accounts of other Users or upload, share or submit Content containing any spy ware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information; (e) alter or modify, translate, adapt, merge, make derivative works of, decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to derive the source code for any part of the Site; (f) collect, harvest or 'scrape' any data from any web pages contained in the Site; (g) upload, share or submit content that is or may be interpreted as obscene, indecent, pornographic, sexually explicit, libelous, maliciously false, inaccurate, misleading, depicting violence (in an explicit, graphic or gratuitous manner) offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or be in breach of hate speech or discrimination legislation; (h) upload, share or submit any content that infringes any proprietary rights of any third party including any patent, copyright, moral right, database right, trade mark right, design right, trade secret rights in passing off, rights of privacy, publicity, confidence, or under data protection legislation or other intellectual property law; (i) upload, share or submit any content that is false, deceptive, misleading, deceitful, false, inaccurate or akin to a 'bait and switch' offer; (j) do or omit to do anything which would bring us, the site, our suppliers or other Users into disrepute or in any way damage our or their reputation; or (k) interfere with another User's use and enjoyment of the Site in any other manner that could damage, disable, overburden or impair the Site.

2. You acknowledge and agree that if, MedMate believes that you have violated any of the Terms and Conditions, MedMate, in its sole and absolute discretion, may, without notice to you, suspend or terminate your use of, or access to, the website or any of the Site, and remove and discard any information or content that you posted to or transmitted using the Site. You further agree that MedMate shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices of MedMate in operating the Site, your sole and exclusive remedy is to discontinue using the Site. MedMate may, at its discretion, delete or suspend Listings temporarily or permanently.

6. Subscriber's Payment Obligations

1. Clients agree to pay to MedMate the total amount payable for Subscriber Fees and Connection Fees via credit card.

2. Where applicable, MedMate shall charge GST/HST to the Subscriber at the prevailing rate.

3. Subscribers who pay with a Credit Card shall be subject to all Canadian legislation regarding the use of said Credit Cards and online transactions.

4. Payments and prices for the transactions of goods from one Subscriber to another Subscriber are to be negotiated and agreed upon between Subscribers. MedMate bears no responsibility for these payments and prices.

7. Terms of Connections:

1. MedMate and its Group Companies are not responsible for the actions, omissions, negligence or misconduct of Subscriber Connections or Transactions.

2. Subscribers agree to follow all Canadian rules and regulations regarding the sale and distribution of medical devices in Canada in their offline transactions.

3. Once a Subscriber is connected to another Subscriber both Subscribers shall have access to the following information: (a) the name of the Subscribers; (b) the email address of the Subscribers; (c) the name of the company or facility that both Subscribers are associated with.

4. The Subscribers acknowledge that they may decide not to transact after being connected without any liability on the part of MedMate.

5. Any expenses and terms associated with a Transaction are the responsibility of the Subscribers to negotiate with each other (ie shipping, payment for goods).

6. Subscribers are responsible to fully validate products and Subscribers before proceeding with a transaction. This includes Terms of sale, loan agreements, donation forms, Medical device licences, expiry dates, and recall activity.

7. Subscribers agree to not attempt sale of product lot or serial numbers that have been subject to a recall in Canada, or attempt sale of unlicensed products.

8. Liability

1. By using the website, you agree to defend, indemnify and hold MedMate, its directors, officers, employees, shareholders, affiliates, licensors, and agents harmless for any liabilities, claims, actions, demands, losses, damages, settlements, or expenses (including without limitation attorneys’ fees and litigation expenses) made by any third party due to or arising out of or in connection with your use of the Site or breach of these Terms.

2. The Subscriber shall follow all guidelines required by both federal and provincial legislation.

3. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Site or any content on it, whether express or implied.

4. We will not be liable to you for any lack of performance, or the unavailability or failure of the Site or failure of a Subscriber transaction. In no event shall we be liable for any claim, damage, or loss which may be incurred by you as a result of any of your Transactions involving our Site. MedMate bears no responsibility for the performance of any products that may be exchanged or transacted between Subscribers.

5. MedMate provides matchmaking and Connection services only and you agree that MedMate has no responsibility for any other aspect of product usage, delivery or interaction between Subscribers.

6. Subscribers accept to absolve MedMate and any of its employees, Directors, shareholders or subsidiaries of any liability arising from any legal dispute between Subscribers and all parties shall in no way involve MedMate regardless of any fault on its behalf.

7. In an effort to reduce risk, MedMate conducts a ‘preliminary’ check on Subscribers prior to permitting them to be available on the Site. This check is limited to validating that they are a Canadian facility or a facility that regularly supplies their products into the Canadian market.

9. Legislation and Applicable Laws

1. Subscribers hereby warrant that they do and shall, at all times, comply with all relevant statutes, laws, regulations and codes of practice from time to time in force under applicable law.

2. This agreement is governed by the laws of Ontario, Canada.

10. Indemnity

1. The Client hereby acknowledges and agrees to indemnify and keep indemnified MedMate, each of MedMate's Group Companies and each of its and their officers, directors, agents and employees against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your negligence, misrepresentation or breach of these Terms of Service, or your infringement or alleged infringement of any law or the rights of a third party in the course of using the Site.

11. Dispute between Subscribers

You acknowledge and agree that in the event that a dispute arises between you and any Subscriber, MedMate bears no responsibility or involvement in the dispute.

12. Other Important Terms

1. In the event of conflict between these Terms of Service, and the MedMate Privacy Policy, the following order of precedence shall apply: (i) these Terms of Service; and (ii) the MedMate Privacy Policy.

2. If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Service.

3. Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between MedMate and any Subscriber.

4. You may not assign, sub-licence or otherwise transfer your rights or obligations under these terms to anyone else. You agree that we may assign or transfer any of our rights or obligations under these terms.

5. MedMate may suspend, withdraw, discontinue or change all or any part of the Site without notice.

6. These Terms of Service, together with any documentation referenced within them, constitute the entirety of the agreement between you and MedMate.

7. Some of the site content has been translated into French for convenience, using an online translator. In instances where the French translation may differ from the intent contained in the original English content, the intent in the original English content will prevail.

8. Any notice or other communication given to a party under or in connection with these Terms of Service shall be in writing and shall be (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the address specified in the Subscriber's Account. Notices will be deemed given 24 hours after the e-mail is sent (if sent by email) or the third day after the date of mailing (if sent by post).

9. These Terms of Service are in the English language. The contract between us shall be governed by and interpreted in accordance with the Province of Ontario.