Terms of service

Terms of Use for Idem Website

Welcome to the website (the “Website”) of IDEM TECH INC. (“we”, “us”, “our”, the “Company”, or “IDEM”). Please read these Terms of Use (the "Agreement") carefully before visiting our website. The purpose of this agreement is to set out the terms and conditions of use of our website. Your access to or use of the Website confirms your acceptance of the Agreement; if you do not agree to all of the terms and conditions of this Agreement, we ask that you exit the Website immediately.

This website is available subject to your acceptance of our Privacy Policy, which is available online at the following address: https://www.idem.care/policies/privacy-policy.

Please note that:

This agreement does not govern the purchase of products or services on the IDEM site. In this case, we refer you to the IDEM Terms and Conditions of Sale available online at the following address: https://www.idem.care/policies/terms-of-sale, which apply in addition to this agreement.
This agreement also does not govern the use of our paid software services or services that may be made available in connection with the use of an IDEM product. In this case, we refer you to the terms of use of the IDEM software services available online (below in this page).

Terms and Conditions for Use of the Website

To access the Website, you will need a compatible web browser and mobile operating system. You acknowledge and agree that IDEM may cease support for a particular web browser or operating system and that, if applicable, you will need to download a compatible web browser or operating system in order to continue using the Website. You also acknowledge and agree that the use of the Website is dependent on the proper functioning of your computer equipment and, if applicable, your Internet connection.

To the extent that the Website allows the creation of a user account, you will be solely responsible for managing your account and password and it will be your sole responsibility to maintain the confidentiality of your password. If you forget your password, contact us by email. It will also be your responsibility to limit access to your account. You agree to be responsible for all activities that occur under your account.

Commitments

As a condition of your use of the Website, you agree not to:

Impersonate another person or misrepresent your affiliation with any person or entity;
Access, use or manipulate IDEM's computer systems or non-public elements of the Website;
Attempt to probe, probe, or assess the vulnerability of the Website or any related system or network, or to breach the security or authentication measures used in connection with the Website, such system, and network;
Attempt to decrypt, reverse engineer, decompile, or disassemble the software used to provide the Website;
Harm, or threaten to interfere with, the integrity of the Website or other users in any way, or interfere or attempt to interfere with the Website or any user's, host's or network's access, including, without limitation, by transmitting a virus or other malicious code, or by means of overloading, denial-of-service attacks, flooding, spamming, or email bombing attack;
Provide payment information that relates to a third party or use the Website under a false identity;
Use the Website in contravention of its intended use, materials, IDEM's reasonable instructions or reasonable standards of conduct;
Systematically extract data or other content from the Website in order to create, directly or indirectly, through one or more downloads, a data collection or compilation, database, directory or other aggregation of data, whether by manual methods, by means of robots, scrapers or crawlers, or otherwise;
Use the Website for any illegal purpose or to incite or participate in illegal acts by others;
Use the Website to harass, abuse, insult, hurt, defame, slander, disparage, intimidate or discriminate against any person based on a ground of discrimination protected by the Charter of Human Rights and Freedoms;
Violate the rights of third parties when you post content on our website, or post content that is unlawful, defamatory, offensive, or obscene; or
Violate the intellectual property rights of any third party when you use or access the Website.

IDEM grants you a personal, non-transferable, non-exclusive, revocable, limited right to access and use the Website for your personal use as a consumer.

IDEM shall have the right to investigate and prosecute any breach of the foregoing undertakings, including the potential infringement of an intellectual property right and possible breaches of security, to the fullest extent permitted by law. IDEM may seek the assistance of law enforcement authorities and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that while IDEM is not obligated to monitor your access to or use of the Website, it has the right to do so in connection with the operation of the Website, to ensure that you comply with this Agreement or to comply with applicable law or court order or requirements, an administrative or other government agency.

Termination and Suspension

You may terminate your use of the Website at any time. If you have created a user account on the Website, you will need to cancel it before you stop using our Website.

IDEM reserves the right to suspend or terminate the Website (including any access to a user account) at any time, with respect to you or any other users, in its sole discretion and without notice. For example, IDEM may suspend or terminate your use of the Website (including any access to a user account) if you fail to comply with this Agreement, if your use of the Website may give rise to legal liability for IDEM, cause a disruption of the Website or prevent others from using the Website, or if IDEM identifies fraudulent or dangerous activity involving you.

IDEM reserves the right to discontinue the provision of the Website at any time, temporarily or permanently. IDEM will use commercially reasonable efforts to notify you of the termination of the Website.

Exclusive Rights and Suggestions

All rights in and to the Website are and shall remain the exclusive rights of IDEM and its licensors. The Website and its content are protected by copyright and trademark laws, as well as other domestic and foreign intellectual property laws. Except as expressly permitted under this Agreement, you may not reproduce, modify, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use or commercially exploit or create derivative works from the Website.

If you post any creative ideas, suggestions, proposals, comments, plans or other materials on the Website, you grant us the right, at any time, without restriction, to edit, copy, publish, distribute, translate and otherwise use such publications in any media. We are not and should not be required to respond to these, to maintain their confidentiality, to pay compensation to anyone if we implement your ideas.

Disclaimer of Warranties and Limitation of Liability

The limitations on warranties set forth in this section apply subject to applicable public order laws that may limit or prohibit them.

To the fullest extent permitted by applicable law, IDEM makes no warranties or representations with respect to the Website. In particular, IDEM does not represent or warrant that the Website will meet your requirements or that it will be compatible with any hardware or software provided by third parties, that the Website will be uninterrupted, that it will be free of problems or errors or that all errors will be corrected. IDEM provides the Website on an "as is" and "as available" basis.

To the fullest extent permitted by applicable law, IDEM's warranties expressly set forth herein are exclusive and in lieu of all other warranties, express or implied, that apply in fact or by operation of law, usage, oral or written statements, or otherwise, including, but not limited to, the implied warranties of merchantability, availability, performance, compatibility, fitness for a particular purpose, quality, conformity with the description and non-infringement, all of which are expressly covered by this release.

To the fullest extent permitted by applicable law, in no event shall IDEM and its suppliers or licensors be liable, whether in contract, tort (including negligence) or strict liability, for any incidental, indirect, consequential, special or punitive damages of any kind, or for loss of revenue or profits, loss of business opportunities or goodwill, loss of, alteration of, or unauthorized access to or disclosure of information or data, or any other financial loss that arises from the use, performance, failure or interruption of the Website, whether foreseeable or not, and even if IDEM has been advised of the possibility of such damages. If IDEM is required to pay you damages, IDEM's total cumulative obligation to you under this Agreement shall not exceed CA$100.

Third-party hyperlinks and tools

Certain hyperlinks on this website provide access to one or more external websites that are owned by third parties. These hyperlinks are provided for your convenience only. Some tools on our website may also be provided to you by third parties. We are under no obligation to review or evaluate the content or accuracy of such websites or tools, and we do not warrant or assume any responsibility for any content, websites, products, services, or other items accessible from or under such third-party tools.

The presence of third-party tools or hyperlinks to external websites in the content of this website should not be construed as an endorsement by IDEM or as implying an association or joint venture with the company that operates or owns any such external website or third-party tool.

Compensation

You agree to defend, indemnify and hold harmless IDEM, its officers, directors, affiliates, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable legal and accounting fees) arising out of or in any way connected with your wrongful use of the Website or your breach of this Agreement.

Changes

Subject to applicable law, we reserve the right, in our sole discretion, to update, modify or replace any part of this Agreement by posting the updates and changes on our website. It is your responsibility to review this Agreement regularly to check for changes. Your continued use of our website following the posting of any changes to this Agreement constitutes acceptance of those changes.

General provisions

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable to contracts between residents of Quebec that are to be performed in Quebec. The parties hereby irrevocably submit to the jurisdiction of the courts of the district of Montreal, in the province of Quebec.

This Agreement constitutes the entire and exclusive agreement between IDEM and you with respect to your use of the Website, and supersedes any prior agreements between IDEM and you with respect to your use of the Website.

You agree not to assign or otherwise transfer this Agreement or any rights or obligations hereunder to any third party without the prior written consent of IDEM, which consent is in IDEM's sole discretion. No assignment or delegation by you shall relieve or relieve you of your obligations under this Agreement. This Agreement shall be binding upon each of the parties and their respective successors and assigns, and shall inure to the benefit of and be enforceable by each of them. IDEM may assign this Agreement to a third party without your consent.

Nothing in this Agreement shall constitute a partnership or joint venture between you and IDEM.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision shall be deemed to be excluded from this Agreement and its exclusion shall not affect the validity of this Agreement as a whole, or any other provision of this Agreement.

Contact Us

If you have any questions or comments regarding this agreement, we invite you to contact our customer service department using the following contact information:

IDEM TECH INC.
4020 Saint-Ambroise Street
Suite 199
Montreal, Quebec H4C 2C7

Email: info@idem.care
Phone: 1-855-554-3742

Update

This agreement was last updated on July 31, 2025.

Terms of Use for IDEM Software Services

These Terms of Use (the “Agreement”) are entered into between IDEM TECH INC. (“we”, “us”, “our”, the “Company”, or “IDEM”) and the person accepting this Agreement (“you”, “your”, or the “User”, and collectively with the Company, the “Parties”). If you are entering into these Terms of Use in connection with subscribing to paid Services or acquiring an IDEM Product, you will also be considered a “Customer”, in addition to being a User of our Services. Capitalized terms above have the meanings given to them in Section 1 here .

By downloading one of our Applications, subscribing to paid Services or otherwise using our Services, you acknowledge that you have read and agree to be bound by the terms of this Agreement, which supersedes all prior agreements, understandings, negotiations and discussions, whether written or verbal, that may have taken place between you and the Company.

This Agreement applies in addition to our general terms and conditions of sale found on the following page of our Website (the "Terms of Sale"): https://www.idem.care/pages/terms-of-sale, which govern the terms and conditions of purchase and sale of our Products on our Website, as well as the applicable warranties. It also applies in addition to our Privacy Policy which governs the ways in which IDEM processes your personal information. Finally, if you have any questions regarding the terms and conditions of use of our Website, we invite you to visit the terms and conditions applicable in this page; this Agreement does not apply to your use of our Websites.

You must agree to be bound by the terms of this Agreement in order to access and be able to use our Services as a User. If you do not agree to be bound by the terms set forth herein, please do not subscribe to the Services. Since most of our Products incorporate Services that are subject to this Agreement (such as Embedded Software), if you do not agree to be bound by the terms set forth herein, we also ask that you do not purchase our Products (and if you purchased one of our Products before this Agreement was made available to you and do not agree to its terms, please contact our customer service using the contact information below).

By entering into this Agreement, you acknowledge that you have the legal authority to accept this Agreement and enter into a binding agreement under any applicable law, to use the Services in accordance with this Agreement, and to fully fulfill your obligations hereunder. If you wish to use our Services or Products for the benefit of a Supported Person, we draw your attention to the provisions of Section 4 hereof regarding the acceptance of this Agreement by or on behalf of such Supported Person.

THIS AGREEMENT PROVIDES FOR LIMITATIONS OF LIABILITY AND EXCLUSIONS THAT MAY BE PROHIBITED IN SOME JURISDICTIONS, FOR EXAMPLE DUE TO APPLICABLE CONSUMER LAWS. IF APPLICABLE, THESE LIMITATIONS AND EXCLUSIONS WILL NOT APPLY TO YOU, STRICTLY TO THE EXTENT THEY ARE PROHIBITED UNDER THE LAW APPLICABLE TO OUR RELATIONSHIP.

If you have any questions regarding this Agreement, we invite you to contact us at the following address:

IDEM TECH INC.
Customer Service
4020 Saint-Ambroise Street
Suite 199
Montreal (Quebec) H4C 2C7

Email: info@idem.care
Phone: 1-855-554-3742

CONVENTION

DEFINITIONS

The following words and expressions have the following meanings in this Agreement and any document relating thereto, unless expressly provided otherwise:

1.1 “AI Features" means any elements and features of the Services that may rely on artificial intelligence, deep learning or machine learning;

1.2 “Application" means the mobile application intended for caregivers for use in association with the IDEM Products known as “IDEM: Companion Application”, as well as any other mobile application which may be developed by the Company and made available to the public from time to time;

1.3 “Code malicious" means viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;“Enhancements" means updates, upgrades, patches, bug fixes, improvements and other modifications;

1.4 “Customer" means any person who subscribes to paid Services from the Company or who purchases a Product integrating or interacting with the Services;

1.5 "Documentation" means any user guides, usage policies, support materials, release notes, training materials and other technical documentation relating to the Services or Products, as updated from time to time by the Company and made available on the Software Services, the Company Website or otherwise;

1.6 "Embedded Software" means any Software integrated into a Product as firmware or embedded software, which is essential to the proper use of this Product, which is not accessible to the User and which operates without the intervention of the User;

1.7 “Equipment" means all equipment and services not provided by the Company that are necessary to connect to, access or use the Services, including, without limitation, handheld devices, modems, electronic hardware, servers, operating systems, networks, web servers and the like;

1.8 "Feedback" means suggestions, improvements, requests, recommendations or other forms of feedback provided by a User regarding any Service;

1.9 "Fees" means all fees for use or subscription to the Services indicated in an Order Form accepted by the Customer;

1.10 “IDEM Content" means any material, information, image, video, sound, data, or other content shared or made available to any User by the Company through the Services;

1.11 “IDEM Data" means (i) all IDEM Content made available through the Services; and (ii) all data (other than User Data) generated by the Services, including (x) all metadata and statistics, and (y) all User Data that has been transformed or converted by the Services into anonymized and non-identifiable data in order to be used by IDEM in particular for the purposes set out in paragraph 7.2.4 (such data being purged of any Confidential User Information);

1.12 "Intellectual Property" means all ideas, concepts, inventions, methods, processes, know-how, works, Software, databases, designs, plans, drawings, brochures, website content, sales and advertising literature and other marketing materials, as well as all Improvements, applications or derivative works thereof, and all other forms of intellectual property, whether or not registered or capable of registration;

1.13 "Intellectual Property Rights" means all present and future worldwide Intellectual Property rights, including without limitation all rights arising under patent, copyright, trade secret or trademark law, and all other similar rights, whether or not capable of protection;

1.14 “Order Form" means any order document or page completed and accepted by a Customer at the time of purchasing Paid Services or modifying Paid Services, whether on the Application, on an online application marketplace (such as the Apple App Store or the Google Play Store ), on the Website, from an IDEM representative, from an authorized IDEM reseller or elsewhere, which sets forth the terms and conditions applicable to the Paid Services purchased by the Customer. This Agreement is deemed to incorporate the terms and conditions of any Order Form entered into between the Company and a Customer. Where a Customer purchases a Product on a lump sum basis that is accompanied by a subscription to a Paid Service, the purchase voucher or purchase receipt detailing the terms and conditions of the Paid Service included in the transaction shall constitute an Order Form for the purposes hereof;

1.15 "Paid Services" means Software Services, including related Support Services, which are purchased by a Customer (by paying Fees or otherwise) and which are generally identified as Paid Services by IDEM;

1.16 "Privacy Policy" means IDEM’s privacy policy available at the following page: https://idem.care/policies/privacy-policy, as it may be updated, supplemented, modified or replaced from time to time;

1.17 "Products" means the physical products and digital devices and accessory products that are marketed and/or manufactured by the Company and that integrate or allow interaction with the Services, regardless of whether these Products are sold directly by IDEM or by its authorized resellers;

1.18 "Representative of the Supported Person" means the assistant, guardian, agent or any other legal representative of a Supported Person who has the legal authority to represent this Supported Person in the exercise of his or her rights;

1.19 "Services" means collectively the Software Services and the Support Services;

1.20 "Software" means collectively any software or computer program that relates to or pertains to the Services, including, for example, source code, object code and structure, ideas, data, know-how, user interfaces, algorithms, artificial intelligence models, architecture, display screens and layout and development tools) and all underlying Intellectual Property; and including any Improvements or modifications to such Software;

1.21 "Software Services" means (i) any Application made available by the Company, (ii) the Embedded Software, (iii) any software, application programming interface or other similar service that may be made available by the Company for use in connection with an IDEM Product, and (iv) any other product or service that may be made available from time to time by the Company online on a software as a service (SAAS) basis or otherwise , as a standalone service or for use in connection with a Product; all provided that the Software Services are available only (x) to Customers who have subscribed to a Paid Service (or to Authorized Users of such Customers), or (y) in association with a Product;

1.22 "Supported Person" means, where applicable, a person for whose benefit the Customer, as a caregiver, purchases a Product and/or subscribes to an IDEM Service. This person could, for example, be a Supported Person for whom a Customer installs a Product;

1.23 "Support Services" means (i) technical support and maintenance of the Software Services, as more fully detailed herein, and (ii) system administration, management, hosting, and monitoring activities in connection with the Software Services;

1.24 "User" has the meaning provided in the preamble hereto and includes any person who uses or accesses the Services, whether as a Customer, an authorized user of a Customer or otherwise;

1.25 "User Account" means any account created on the Software Services by or for the benefit of a User;

1.26 "User Data" means non-public data (information, health data, calendar data, interactions, images, videos, comments, observations, etc.) that a User provides, generates, stores, transmits or displays during their use of the Services, or to which such User grants access to the Company;

1.27 "Validity Period" means, subject to any termination or early termination of the Services by a Party in accordance with the provisions of this Agreement: (i) with respect to basic Embedded Software, the entire period during which a Customer uses the relevant Product, and (ii) with respect to any other Service, the duration provided for at the time of purchase, subscription or registration for the relevant Service (including in the Order Form, in the case of a Paid Service), as this duration could be extended in accordance with the provisions of paragraph 9.2 with respect to Paid Services;

1.28 "Website" means any website or portion of a website that is made generally available to the general public by the Company and is not restricted to Users.

2. SERVICES

2.1 The Company may make certain Services available to its Users from time to time, for use in association with IDEM Products.

2.2 SUBJECT TO SECTION 3 REGARDING PAID SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICES THAT ARE NOT PAID SERVICES ARE PROVIDED “AS IS” AND IDEM DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT MAY BE APPLICABLE TO THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IDEM DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICES. USE OF THE SERVICES IS AT YOUR OWN RISK. The Company also does not guarantee the level of Support Services that may be offered to Users in relation to Services that are not paid Services.

2.3 The Company is free to make changes to the Services, to cease making certain features or Services available or to modify them, and to cease supporting and to discontinue certain features or Services, in its sole and absolute discretion and without notice (subject to the provisions of Section 3, with respect to Paid Services).

2.4 The Services may require or may allow a User to access or use products or services necessary for or peripheral to the Services that are offered by a third party, and the Services may allow a User to interface the Services with those of a third party at their request (collectively, "Third Party Components”). In such cases, the User understands and agrees that the availability of the Services (or certain of its features and functions) may depend on the corresponding availability of such Third Party Components. Payment of additional fees may be required in order to benefit from such Third Party Components (in such case, you will be notified in advance). THE USER UNDERSTANDS THAT THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SUCH THIRD PARTY COMPONENTS. FURTHERMORE, THE COMPANY ASSUMES NO RESPONSIBILITY FOR THESE THIRD-PARTY COMPONENTS, THEIR ACCESSIBILITY, SECURITY, INFORMATION OR ELEMENTS PRESENTED THEREON, OR THE PRODUCTS OR SERVICES OFFERED THEREON. The User is responsible for complying with the terms and conditions applicable to these Third-Party Components.

2.5 Updates to the Services that include tools, utilities, enhancements, third-party applications, or general updates intended to improve the Services or make them more secure may be made available to the User or performed automatically by the Company, in its sole discretion. The User consents to perform or receive these updates, as applicable. The Company may also occasionally offer new Services or new features or functionalities to the Services (the "New Services"), the use of which may be subject to the User’s acceptance of additional terms and conditions or the payment of additional Fees (in the case of paid Services). For certainty, the Company has sole discretion to determine whether these New Services will be included in a Customer’s current paid subscription or membership, or whether the Customer will be required to purchase a new subscription and pay additional Fees if they wish to benefit from these New Services.

2.6 This Agreement does not in any way grant a User the right to access or obtain the source code of any Software underlying the Services or any programming documentation.

3. PAID SERVICES

3.1 To the extent that the Customer subscribes to them by entering into an Order Form with the Company and upon payment of the Fees, the Company undertakes to provide the Customer and its Authorized Users with the Paid Services throughout the Validity Period, subject to the terms and conditions of this Agreement. The scope of the various functionalities and accesses that the Customer benefits from under the Paid Services is set out in the Order Form. The Services include the right to use and make a reasonable number of copies of the Documentation within the framework of the authorized use of the Services.

3.2 The Company provides the following guarantees to Customers in connection with the Paid Services:

3.2.1 The Company uses reasonable efforts, taking into account current industry standards, to maintain the Paid Services in a manner that minimizes errors and interruptions and performs the Implementation Services in a professional and workmanlike manner. IDEM undertakes to provide a corrective measure within a reasonable timeframe if a problem in the operation of the Paid Services is detected that prevents normal use thereof;

3.2.2 The Paid Services may, however, be temporarily interrupted during scheduled maintenance periods or unscheduled emergency maintenance periods, either by the Company or third-party providers, or due to other circumstances beyond the reasonable control of the Company, but the Company will use reasonable efforts to provide prior written or email notice of any planned disruption to the Paid Services, all in accordance with applicable industry standards. The Customer agrees that it will not be entitled to a refund, discount, or credit for such interruptions;

3.2.3 The Company only warrants that the Paid Services will substantially conform to what is described in this Agreement and the Documentation; and

3.2.4 As part of its Support Services, the Company undertakes to provide the Client with reasonable technical support and incident resolution services in accordance with its usual practices.

3.3 If a change to this Agreement made by the Company pursuant to the provisions of paragraph 13.1 results in a material adverse impact on the terms and conditions applicable to the Paid Services, the Company will inform the affected Customers, and they will have a reasonable period to review the changes and decide whether they wish to continue using the Paid Services following this change. Similarly, the Company undertakes not to modify the Paid Services in a way that significantly reduces their performance, functionality, availability and security, without first notifying the affected Customer. In both cases, the Customer will have a reasonable period to choose to terminate its use of the Paid Services, in the event that it does not accept the changes made to this Agreement or the modifications made to the Paid Services, in which case the Customer's sole recourse against IDEM will be to obtain a refund of the Fees paid in advance and not used.

4. PROVISIONS APPLICABLE TO BENEFICIARIES

4.1. IDEM markets certain Products and Services intended for people with reduced autonomy, who may be dealing with various health conditions that limit their cognitive abilities. These individuals will generally interact with IDEM's Products and Services with the intervention of a caregiver. Therefore, it is the responsibility of:

4.1.1 of a Customer who is a caregiver and who wishes to use the Services for the benefit of a Supported Person who is losing his autonomy and who is not able to read this Agreement independently, but who is fully capable of understanding its terms, of explaining to this Supported Person the terms of this Agreement and of obtaining his acceptance as a User before starting to use the Services. If modifications or updates are subsequently communicated to this Customer in connection with this Agreement, the Customer undertakes to share them with this Supported Person and to ensure that he accept the terms before continuing to use the Services for their benefit; and

4.1.2 of a Customer who is a caregiver and who wishes to use the Services for the benefit of a Supported Person who is losing his autonomy and is not able to read or understand the terms of this Agreement independently, to explain to the Representative of the Supported Person the terms of this Agreement and to obtain his acceptance as a User before starting to use the Services. If modifications or updates are subsequently communicated to this Customer in connection with this Agreement, the Customer undertakes to share them with this Representative of the Supported Person and to ensure that the latter accepts the terms before continuing to use the Services for the benefit of the Supported Person.

4.2 Any User who accepts this Agreement and any related document as a Representative of a Supported Person represents and warrants to the Company that they have the power and authority to bind the relevant Supported Person for the purposes of this Agreement.

5. ACCOUNT AND AUTHORIZED USERS

5.1 A User may be required to create a User Account in order to use certain features of the Services or Products. The first User to create a User Account in association with a Product will generally be the administrator of the Product, and the administrator may invite other authorized Users to create a User Account associated with the same Product. A User will remain responsible for their User Account and any activities associated with it at all times. The User is responsible for (a) maintaining the confidentiality of their User Account password and (b) ensuring that all activities under their User Account comply with this Agreement.

5.2 Without prejudice to any other remedies of the Company provided herein, although the Company has no obligation to monitor a User's use of the Services, the User agrees that the Company reserves the right to suspend, at its sole discretion, any User Account, access to or use of the Services (including any Embedded Software, where possible) to a User whose use contravenes the provisions of this Agreement, or if the Company detects fraud, a security breach, a denial of service attack or any other similar threat that causes or may cause, in the reasonable opinion of the Company, damage to the Services, User Data or IDEM Data. Any such suspension of access pursuant to this paragraph shall not relieve Customer of its payment obligations under this Agreement and shall remain in effect until the breach or issue giving rise to it is remedied.

5.3 Unless otherwise permitted under the applicable Order Form, a Customer may grant access to the Paid Services to its Authorized Users. For example, a Customer's Authorized Users may be family members of the Customer who wish to interact with the same Supported Person or staff and patients of a healthcare facility that is a Customer. The Customer will be responsible for ensuring that any User it authorizes to use the Services accepts and agrees to comply with the provisions of this Agreement.

5.4 The Customer and its Authorized Users will be jointly and severally liable for compliance with this Agreement. The same applies to Users who use the Services together in association with the same Product; these Users will be jointly and severally liable for compliance with this Agreement. Without limiting the generality of the foregoing, this implies that failure by one of these Users to comply with the provisions of this Agreement could result in the termination of this Agreement by IDEM and the revocation of access for all other Users who are jointly and severally bound to it.

6. RESTRICTIONS AND RESPONSIBILITIES

6.1 The User must refrain from, directly or indirectly:

6.1.1 reverse engineer, decompile, disassemble or otherwise attempt to discover any component of the Software underlying the Services;

6.1.2 modify, translate or create derivative works from the Services or the underlying Software (except to the extent expressly permitted by the Company or authorized as part of the Services), or from any other element, module or Intellectual Property of the Company made available to it as part of the Services;

6.1.3 use the Services for the benefit of any third party (other than a User validly authorized to use the Services in accordance with these Terms);

6.1.4 use or allow the Services to be used in an abusive manner or in a manner contrary to the Documentation (in particular to take advantage of or give wrongful instructions to a Supported Person);

6.1.5 use or permit the Services to be used improperly, in a manner inconsistent with applicable laws, or in an immoral or obscene manner;

6.1.6 use or permit the use of the Services to share, store or transmit content or material (including User Data) that is infringing, defamatory, otherwise illegal or tortious, or in violation of the privacy rights of any third party;

6.1.7 remove any proprietary notices from the Services or the underlying Software;

6.1.8 use the Services to store or transmit Malicious Code;

6.1.9 use or access the Services for the purpose of creating a competitive product or service, or copying any features, functions or graphics of the Services;

6.1.10 grant another person simultaneous access to his User Account; and

6.1.11 resell, sublicense, rent, lease, transfer, assign or otherwise distribute the Services, in whole or in part.

6.2 The User represents and undertakes to (i) use the Services only in accordance with the Documentation (to the extent that it is communicated to it or is reasonably accessible, through the Services or the Company's website), this Agreement, and any applicable laws and regulations; (ii) not to publish, upload or allow the transmission of User Data on the Services for which it does not hold sufficient rights (in particular with regard to a Supported Person or another User); (iii) implement commercially reasonable efforts to prevent any unauthorized access or use of the Services, and notify the Company promptly of any unauthorized access or use, and (iv) cooperate with IDEM's reasonable requests to assist this User with configuration and support, where applicable.

6.3 It is the User's responsibility to obtain and maintain the Equipment necessary to use the Services, as well as to ensure its safety.

7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

7.1 The Parties subscribe to the following confidentiality commitments:

7.1.1 Each Party (the "Recipient”) understands that the other Party (the "Supplier”) has communicated or may communicate confidential commercial, personal, technical or financial information relating to its person or its company (hereinafter, the "Information Confidential Information"). The Company's Confidential Information includes, but is not limited to, information that is non-public about the features, functionality and delivery of the Services, as well as the Software underlying the Services. The User's Confidential Information includes, but is not limited to, User Data. An individual's personal information is de facto Confidential Information. The Recipient agrees: (i) to take reasonable precautions to protect this Confidential Information (which will in no case be less than the precautions that the Recipient takes to protect its own Confidential Information of the same nature and the standard of reasonable care), and (ii) not to use or disclose it to any third party (except to the extent required to provide the Services, as otherwise permitted herein or as indicated in the Privacy Policy). The Recipient may, however, disclose such Confidential Information to its employees, consultants, directors, officers, subcontractors and other third party service providers or representatives (the "Subcontractors") who have a need to know such Confidential Information for the purposes contemplated herein and who are bound by confidentiality provisions at least as strict as those set forth herein. The Recipient remains liable for any breach of the provisions of this Section 6 by its Subcontractors.

7.1.2 The Supplier agrees that the confidentiality undertaking set forth in subparagraph 7.1.1 above shall not apply with respect to any information about which the Recipient is able to prove that (a) it is or has become generally available to the public, (b) it was in its possession or known to it before it received it from the Supplier, (c) it was rightfully disclosed to it without restriction by a third party, (d) it was independently established without the use of Supplier's Confidential Information or (e) its disclosure is required by law.

7.2 The following provisions apply between the Parties with respect to Intellectual Property Rights:

7.2.1 The Company owns (or licenses) all rights, titles and interests, including Intellectual Property Rights, in a) the Services (whether incorporated in the Products or not), the underlying Software and any Improvements thereto, b) the IDEM Data, c) the Documentation, and d) any other IDEM Intellectual Property not explicitly listed above, including IDEM's trademarks. The User acknowledges that the Company has no delivery obligation and will not deliver any copies of its Software or any programming documentation related thereto. All rights, titles and interests (including Intellectual Property Rights) not explicitly granted to a User hereunder are reserved and preserved by IDEM.

7.2.2 With respect to Services that must be downloaded onto a device or that are integrated into a Product in order to enable its use (such as Embedded Software), the Company hereby grants to any User wishing to use such Service or Product, during the Term, a non-exclusive, fully paid, royalty-free, worldwide, non-transferable, revocable and non-sublicensable license, allowing the User to download and use on its devices or on its Products the relevant Services, strictly in connection with and for the purpose of benefiting from the Services and using the relevant Product.

7.2.3 Subject to the provisions of subparagraph 7.2.4 below, as between the User and the Company, the User exclusively owns all right, title and interest in and to the User Data. The User represents and warrants that it has obtained all necessary rights, authorizations and consents for the use and transfer of the User Data on the Software Services. Subject to the confidentiality undertakings provided herein, the User grants an irrevocable, worldwide, non-exclusive, fully paid, royalty-free and perpetual license to use, copy, create derivative works from, modify and perform any other acts with respect to the User Data, all solely to the extent required for the Company to provide its Services to the User hereunder. The Company may also use the User Data, once anonymized according to good industry practices, to design promotions, develop artificial intelligence algorithms and otherwise develop new products or Services or improve them.

7.2.4 Use of the Services may allow IDEM to generate certain IDEM Data. The User acknowledges that the Company remains the owner of this IDEM Data, and that it may in particular be used anonymously by IDEM to establish statistics and detect trends, to train IDEM's AI Features and to create or improve IDEM's products and Services.

7.2.5 Notwithstanding anything to the contrary herein, the Company exclusively owns all rights, titles and interests, including Intellectual Property Rights, in the Feedback. The User hereby assigns to the Company all its rights, titles and interests in the Feedback, including all Intellectual Property Rights, and waives where applicable its moral rights therein.

8. COSTS

8.1 This section applies only with respect to Paid Services.

8.2 Customer agrees to pay the applicable Fees throughout the Term in exchange for the Paid Services. Payment of the Fees is a condition precedent to activating and maintaining the Paid Services. Fees must be paid according to the frequency set forth in the Order Form. Unless otherwise specified in an Order Form or herein, (i) Fees are non-refundable, (ii) the scope of features selected in an Order Form may not be decreased during the applicable subscription term, and (iii) Fees are based on the Services purchased and not on their actual usage (except in the event of overage, in which case you acknowledge that additional Fees may be charged to you according to the then-applicable pricing).

8.3 The Company, acting reasonably, reserves the right to modify the Fees or to institute new Fees upon any renewal of the Paid Services. The Company also reserves the right to change the billing and payment options upon renewal, for example by limiting or eliminating them, subject to notifying the Customer in writing. The Customer will have a period of thirty (30) days following any change in the Fees or the billing and payment options by the Company to terminate this Agreement and/or its subscription to the Paid Services.

8.4 If the Customer believes that the Company has made a billing error, the Customer must contact the Company no later than sixty (60) days after the date on which the Customer became aware of the error, so that an adjustment can be made or a credit issued, as appropriate. Requests should be directed to the Company's customer service department.

8.5 All Fees must be paid in the currency indicated on the Order Form. Applicable taxes must be paid in addition to any price indicated on the Order Form.

8.6 If the Client has chosen a pre-authorized payment method to pay the Fees, the Client expressly authorizes the Company to automatically debit the Fees according to the frequency chosen in the Order Form. An invoice will be made available to the Client by the Company.

8.7 In the event of default in payment, in addition to any other remedy provided herein or by law, penalties may be calculated by applying an interest rate of fifteen percent (15%) per annum from the due date until the full amount due is paid. The Customer will bear all reasonable costs (including attorneys' fees) that the Company may incur in order to recover amounts in default of payment, unless such a situation is due to errors attributable to the Company.

8.8 The Client has thirty (30) days to pay the Company any outstanding amounts. Until the situation is resolved, the Company reserves the right to suspend, in addition to any other remedies provided herein or by law and at its sole discretion, the use of the Paid Services by the Client and all its Authorized or Related Users. This suspension will persist until the Client has paid the Company all unpaid Fees, without prejudice to the Company's right to terminate the Agreement in accordance with the provisions of Article 9.

9. DURATION AND TERMINATION

9.1 This Agreement shall enter into force upon acceptance by the User and shall remain in force, subject to any early termination in accordance with the terms hereof, until the expiration of the Validity Period.

9.2 With respect to Paid Services:

9.2.1 At the end of the initial term that a Customer has selected in the Order Form, the Paid Services will automatically renew for successive additional periods of the same duration as the initial term, unless otherwise notified in writing by either Party at least thirty (30) days before the end of the applicable period, so that this Agreement will remain in effect until either Customer or Company terminates the subscription to the Paid Services in accordance with the provisions of this Agreement;

9.2.2 Unless expressly stated otherwise in the Order Form, the Customer may not terminate the Paid Services and this Agreement during the Validity Period, except in the event that the Company fails to comply with one of its principal obligations under this Agreement and this failure is not remedied within a reasonable time by the Company;

9.2.3 In addition to any other remedies, it may have under this Agreement or by law, the Company may terminate this Agreement and any related Order Form without notice if a User materially or repeatedly breaches any of the terms hereof or if a Customer becomes subject to insolvency proceedings, or for any other “good cause” as defined by law. The Company will provide fifteen (15) days’ notice to the User of the applicable default, to the extent that it can be cured;

9.2.4 Notwithstanding any provision to the contrary in law, the Company will not refund any portion of the Fees overpaid by the Customer in the event that the Agreement is terminated under any of the provisions of this Article 9 (except in the event of termination by the User under paragraph 3.3, paragraph 8.3 or subparagraph 9.2.2 hereof), in which case a refund will be made pro rata to the Services paid for but not used).

9.3 Upon termination of this Agreement for any reason, (i) Company will terminate access to or otherwise disable the Services for a User (and all Users deemed to be bound hereunder) and close any affected User Account, (ii) Company may delete the Data of any affected User, and (iii) all Order Forms then in effect with such Customer, if any, will be automatically terminated. With respect to Embedded Software that cannot be disabled by Company, a User may continue to benefit from such Embedded Software as long as this User continues to use the affected Product. The terms of the Agreement will continue to apply to such a use. The Company reserves the right to cease any automatic updates to Embedded Software and/or to cease supporting the Embedded Software of a Product associated with a User who was otherwise in default with Company.

9.4 All provisions herein which by their nature should survive termination or termination of this Agreement shall survive termination, including, without limitation, accrued rights to payment, confidentiality and Intellectual Property obligations, warranty exclusions, and limitations of liability set forth herein.

10. WARRANTY, INTERRUPTION AND EXCLUSION OF LIABILITY

10.1 The User expressly acknowledges that:

10.1.1 IDEM is not a healthcare provider, its Products and Services are not medical devices or services, and IDEM does not intend to provide medical or mental health services. THEREFORE, IDEM HAS NO RESPONSIBILITY FOR ANY MEDICAL INFORMATION PROVIDED OR TRANSMITTED THROUGH THE SERVICES OR THROUGH IDEM CONTENT;

10.1.2 IDEM is not an emergency service, and, in case of emergency, the User is encouraged to contact the competent authorities;

10.1.3 Although certain features of the Products or Services may potentially allow for the collection of real-time information about the behavior of a Supported Person or any other User in order to assist them and provide warnings in the event of danger, IDEM'S PRODUCTS AND SERVICES CANNOT BE USED AS THE SOLE SOURCE OF INFORMATION TO DETECT THREATS, RISKS OR EMERGENCY SITUATIONS, AND USERS ARE NOT EXEMPT FROM USING EMERGENCY SERVICES OR OTHER PROFESSIONALS, IF NECESSARY . THE ABSENCE OF AN ALERT (I.E., A TECHNOLOGICAL ALERT BY THE SERVICES) RELATING TO A PARTICULAR SITUATION OR A COMBINATION OF PARTICULAR SITUATIONS SHOULD NOT BE CONSIDERED AS A GUARANTEE THAT THIS SITUATION OR THIS COMBINATION OF SITUATIONS DOES NOT INCLUDE ANY RISK FOR ANY USER WHATSOEVER;

10.1.4 in connection with the AI Features, the User understands that artificial intelligence, deep learning and machine learning are rapidly evolving fields of study. Although IDEM will make continuous efforts to improve its AI Features to make them more accurate, more reliable, and efficient, GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE, THE USE OF THE AI FEATURES MAY IN CERTAIN SITUATIONS RESULT IN INACCURATE, INCOMPLETE OR ERRONEOUS RESULTS. FOR THIS REASON, THE USER SHOULD NOT USE THE RESULTS OF THE AI FEATURES AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, NOR AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, WITHOUT HUMAN VALIDATION OF THE RESULTS GENERATED BY THE AI FEATURES;

10.1.5 the User is responsible for ensuring that the User Data that he/she shares and uploads to the Application is true and up-to-date, it being understood that the AI Features that may be made available through the Services from time to time may rely on such User Data in order to make suggestions;

10.1.6 IDEM has no control over the information and suggestions exchanged between Users on the Services, and it does not endorse their suggestions and information. FURTHERMORE, IDEM ASSUMES NO RESPONSIBILITY FOR THE IDEM CONTENT, WHICH IS PROVIDED TO YOU "AS IS" ON THE SERVICES; IF A USER DECIDES TO RELY ON THE IDEM CONTENT AND/OR SUCH SUGGESTIONS AND INFORMATION, THEY DO SO AT THEIR OWN RISK; and

10.1.7 IDEM has no control over the stability and speed of the Internet, or the constant and uninterrupted availability of the Services. It is the sole responsibility of the User to ensure and maintain compatibility with the Services, including maintaining the connections that allow access to the Internet, ensuring that network connections and telecommunications circuits connecting its systems to the Services are obtained and maintained. THE USER IS ALSO EXCLUSIVELY RESPONSIBLE FOR ANY PROBLEMS, SITUATIONS, DELAYS, TRANSMISSION FAILURES, AND OTHER LOSSES OR DAMAGES ASSOCIATED WITH ITS NETWORK CONNECTIONS OR TELECOMMUNICATIONS CIRCUITS OR CAUSED BY THE INTERNET. IDEM IS NOT RESPONSIBLE FOR THE CORRUPTION, LOSS, DAMAGE OR ERRONEOUS TRANSMISSION OF USER DATA, NOR FOR THE SECURITY OF SUCH DATA DURING TRANSMISSION THROUGH ANY TELECOMMUNICATIONS FACILITY.

10.2 SUBJECT TO THE EXPRESS WARRANTIES IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW (INCLUDING WITH REGARD TO APPLICABLE CONSUMER LAWS), THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR DEFECT-FREE, AND IT DOES NOT WARRANT THAT THEY WILL REMAIN AT ALL TIMES FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CODE. THE COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE INFORMATION ACCESSIBLE BY OR THROUGH THE SERVICES. USER ACKNOWLEDGES THAT THEY HAVE HAD THE OPPORTUNITY TO OBTAIN A DEMONSTRATION OF THE FUNCTIONALITIES OF THE SERVICES THROUGH THE WEBSITE OR OTHERWISE, AND THEY DECLAR TO BE SATISFIED WITH THE SAME. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, COMPANY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USER'S EXPECTATIONS, AND NON-INFRINGEMENT, AND COMPANY DOES NOT WARRANT THAT ALL PROGRAMMING OR SERVICE ERRORS IN THE SERVICES CAN BE CORRECTED OR FOUND FOR CORRECTING PURPOSES. THE SERVICES ARE PROVIDED “AS IS” BY THE COMPANY.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 The User hereby agrees to indemnify the Company (and its shareholders, affiliates, officers, employees, contractors and other representatives) against any and all damages, losses, liabilities, settlements and expenses (including reasonable legal costs and attorneys' fees) incurred in connection with any claim or action against the Company (i) arising from an alleged breach by the User of any provision of the Agreement or any related document, (ii) arising from any other wrongful use of the Services by the User or failure to comply with any applicable law by a User, (iii) in the event that the User Data uploaded or posted to the Services by the latter violates the rights of a third party, and (iv) arising from any personal injury, property damage or death resulting from the acts or omissions of the User.

11.2 The Company hereby agrees to defend a Customer (and its Authorized Users) against any claim by a third party alleging that the Paid Services, when used in accordance with this Agreement, infringe or violate the Intellectual Property Rights of such third party, and agrees to indemnify and hold such Customer (and its Authorized Users) harmless from any damages or costs (including court costs and reasonable attorneys' fees) awarded against them or accepted in settlement by the Company in connection with such claim. In the event that the Company reasonably believes that the Paid Services infringe the Intellectual Property Rights of a third party, then the Company may, at its sole discretion and expense, (i) procure the right for the Customer (and its Authorized Users) to continue using the Paid Services, (ii) modify the Paid Services so that they no longer constitute an infringement, but without substantially limiting their functionality, or (iii) replace the Paid Services with equivalent alternative functionality that does not infringe such rights. If neither of these options is commercially reasonable, in the Company's opinion, the Company may suspend or terminate the use of the affected Paid Services by the Customer (and its Authorized Users), in which case a pro rata refund of the Fees paid but not used will be issued. The provisions set out in this paragraph 11.2 constitute the sole recourse of a Client (and its Authorized Users) against the Company in the event that the Paid Services infringe the Intellectual Property Rights of a third party.

11.3 The indemnification provided in subparagraph 11.2 (ii) does not apply to any infringement that results from (a) a modification made to the Services that is not the responsibility of IDEM, (b) any misuse of the Services in violation of this Agreement, (c) the User's continuation of the allegedly infringing activity after having been notified thereof; (d) the User's failure to use updates or patches made available by IDEM; (e) the combination, operation or use of the Paid Services with any other Software, program or device not provided or specified by IDEM to the extent that the infringement would not have occurred without such combination, operation or use; or (f) any other reason attributable to the User.

11.4 The indemnification obligations under paragraphs 11.1 and 11.2 above are subject to the following conditions: (i) the Indemnified Party has promptly informed the Indemnifying Party of the third party's allegations in connection with the relevant claim or action and has provided reasonable cooperation in its settlement; and (ii) the Indemnified Party shall leave to the Indemnifying Party sole control of the indemnification aspect of the relevant third party claim or action, provided that (a) the Indemnified Party may appoint independent counsel of its own choosing, at its own expense, (b) the Indemnified Party may appoint counsel to defend itself, at the Indemnifying Party's expense, in the event of failure of the Indemnifying Party to provide a reasonable defense, and (c) any judgment requiring the Indemnified Party to admit liability, pay money, or bring (or refrain from bringing) an action must be subject to the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

11.5 SUBJECT TO THE PROVISIONS OF PARAGRAPH 11.6, NEITHER PARTY (OR ITS SHAREHOLDERS, AFFILIATES, OFFICERS, EMPLOYEES, SUBCONTRACTORS AND OTHER REPRESENTATIVES) SHALL BE LIABLE, DIRECTLY OR INDIRECTLY, UNDER THIS AGREEMENT FOR: (i) LOSS OF REVENUE, ECONOMIC LOSS OR LOSS OF BUSINESS OPPORTUNITIES SUFFERED BY THE OTHER PARTY; OR (ii) SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, OR PUNITIVE OR EXEMPLARY DAMAGES. THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY THE USER TO IDEM OR ANY AUTHORIZED RESELLER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY FOR THE SERVICES (OR THE AMOUNT THAT THE USER WOULD REASONABLY HAVE PAID IN THE FIRST TWELVE (12) MONTHS OF ITS USE OF THE SERVICES, WHEN THE EVENT OCCURS BEFORE THE FIRST ANNIVERSARY OF THE SERVICES). THE APPEARANCE OR FILING OF MULTIPLE CLAIMS WILL NOT INCREASE THIS AMOUNT.

11.6 Nothing in this Agreement shall exclude or limit the liability of either Party for: (i) willful misconduct or gross negligence; (ii) fraud or intentionally false representations; (iii) any obligation arising under the provisions of paragraphs 11.1 and 11.2; (v) any infringement of the other Party's Intellectual Property Rights; (vi) any obligation to pay Fees hereunder; (vii) any breach of paragraphs 6.1 or 6.2; or (vii) any dispute for which liability cannot be excluded or limited under applicable law, for example under applicable consumer law.

11.7 IDEM will never be required to compensate a User under this Agreement for any loss or damage that has already been compensated by IDEM under another agreement or by application of the law.

11.8 The limitation of remedies and liabilities set forth in Articles 2, 10 and 11 of this Agreement allocates the commercial risks between IDEM and the Client arising from the Services, and the financial terms offered to the Client in connection with its use of the Services reflect this allocation of risks.

12. PERSONAL INFORMATION AND SECURITY

12.1 The Company undertakes to process, use, disclose and protect the personal information to which it may have access in connection with the Services in accordance with its Privacy Policy. The Company reserves the right to update the Privacy Policy from time to time in order to comply with the best practices and the requirements of privacy laws and regulations.

12.2 IDEM undertakes to deploy reasonable measures based on industry standards and the sensitivity of the data concerned to protect User Data and its confidential nature, in particular through physical measures (locked offices and filing cabinets, premises inaccessible to third parties, etc.), administrative measures (directives issued to employees, periodic changes to passwords, sanctions against employees who do not respect confidentiality rules, etc.), and technological measures (redundancy system, security systems, etc.).

12.3 Each Party represents and warrants that it will comply with all applicable privacy laws and regulations, including with respect to the collection, use, processing, disclosure and management of personal information, in connection with the provision and use of the Services.

13. CHANGES

13.1 The Company may modify any part of this Agreement at any time (including documents incorporated by reference herein, except an Order Form), by posting the revised version of this Agreement on the Company Website. It is important that you review this Agreement before using the Services, and from time to time thereafter. The Company will notify Users of any changes that, in the Company's sole discretion, have a material impact on this Agreement. The updated version will be effective upon posting, or at such later date as specifically indicated by the Company, and the User's continued use of the Services after such changes become effective will constitute their consent to such changes. Similarly, the Company will be free to modify an Order Form entered into between it and a Customer by notifying the relevant Customer of the modification in accordance with the provisions herein. The provisions of paragraph 3.3 apply in the event of a modification of the Agreement or an Order Form relating to paid Services.

14. MISCELLANEOUS

14.1 If any provision of this Agreement is held to be unenforceable or invalid, it shall be limited or eliminated to the least extent necessary to ensure that this Agreement shall otherwise remain in full force and effect and enforceable.

14.2 In the event of any inconsistency between the documents that constitute the Agreement, the documents shall prevail in the following order: (i) the Agreement, and (ii) the Purchase Order. In the event of any inconsistency between this Agreement and the Privacy Policy, the provisions of the Privacy Policy shall prevail with respect to the processing of personal information.

14.3 This Agreement may not be assigned, transferred or sublicensed by the User unless the Company consents in advance in writing; the Company is free to assign, transfer or sublicense this Agreement and any related documents, or any of its rights and obligations arising therefrom.

14.4 No organization, corporation, joint venture or employment is created as a result of this Agreement and the User has no authority to bind the Company in any way.

14.5 IDEM may notify the User by posting a notice on the Application, the Services or the Website. IDEM may also contact the User through their User Account or by using contact information provided by that User, such as email or telephone. If the User does not maintain accurate information in their account, such as contact information, the User may not receive essential information about the Services or this Agreement. Any communication or notification to IDEM must be sent to the following email address: info@idem.care, or by registered mail at the Company's registered office.

14.6 This Agreement is governed by the laws of the Province of Quebec without regard to its conflict of law provisions. Any dispute arising out of this Agreement or the Services shall be submitted to the exclusive jurisdiction of the courts of the Province of Quebec, judicial district of Montreal.

15. CONTACT US