Licensed application end user license  agreement 

This document sets out the Terms and Conditions (“Terms“) on which Baylaan Technology Inc. (“Baylaan“), the “Licensor”, of 66 Bullock Drive, Unit 3 Markham, Ontario L3P 3P2, will license the use of Skedulex Mobile Application (“Skedulex Mobile“), the “Licensed Application”, and the Services (“Services”) to Users. Please read these Terms very carefully before using Skedulex Mobile.

 

Baylaan Technology Inc. is the Licensor of Skedulex Mobile. Skedulex Mobile is licensed, not sold, to you. Your license to use Skedulex Mobile is subject to your prior acceptance of this Licensed Application End User License Agreement (“EULA”) and Usage Rules. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this EULA.
Scope of License: Licensor grants to you, the Licensee, a nontransferable license to use Skedulex Mobile on a suitable Apple or Android Smartphone that you own or control and as permitted by the Usage Rules. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application. Except as provided in the EULA, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your Phone Device to a third party, you must remove the Licensed Application from the Device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).

Consent to Use of Data: You agree that Licensor may collect and use technical data and related information – including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
Agreement: You acknowledge and agree that by clicking on “I accept” on behalf of a nominated company or organisation (in these terms, the “Licensee“), you agree that your company or organisation and you will be bound by these terms as a Licensee. You warrant and represent that you have full capacity and authority to enter into this agreement on behalf of the company or organisation you represent. If you do not accept these terms, you will not be able to use the Skedulex Mobile and the Services. You are advised to print and retain a copy of these terms for future reference.

Skedulex Mobile & the Services: Skedulex Mobile is owned, managed and licensed by Baylaan Technology Inc. of 66 Bullock Drive, Unit 3 Markham, Ontario L3P 3P2.

  1. Skedulex Mobile is not an independent application. It runs in conjunction with Skedulex Case Management Software. The Licensee must also subscribe to a license for Skedulex Case Management Software.
  2. In consideration for the payment of the Fees, Licensor shall provide the Licensee with the Services as described in its agreement with Licensor, which allow the Licensee to use Skedulex Mobile to manage its clients (“Services“). The Services typically include the following key features:
  3. To schedule and view appointments in Skedulex Mobile.
  4. To record start and stop time for each appointment in Skedulex Mobile.
  5. To record or edit client or clinical notes.
  6. To record or edit administrative notes / reminders
  7. To view timesheet
  8. For clarity, Licensor’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the Licensee’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Licensee and Licensor, appoint either party as the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
    1. Licensor may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services upon notice to the Licensee.
    2. Licensor shall have no obligation to notify the Licensee in the event of an unplanned service downtime. In the event of a planned service downtime in respect of the Services, Licensor shall use its reasonable endeavours to notify the Licensee in advance provided that Licensor is able to do so.
    3. Access to the Services may be granted to the Licensee on a trial or ‘free’ basis (“Trial“) for a period of 30 days, and may be renewed at Licensor’s consideration. The Licensee acknowledges and agrees that during the Trial, these Terms shall apply, as well as the following specific terms:
      1. access to the Services during the Trial will be provided at no cost to the Licensee;
      2. such access is solely for the purpose of offering the Licensee a preview demonstration of the functionality and features of the Services;
      3. the functionality of the Services during a trial may be limited or restricted; and
      4. Licensor may withdraw or suspend the Licensee’s access to the Services at any time during the Trial, and at the completion of the Trial, continued access to the Services will be subject to payment of Fees or charges.

Registration & Licensee: In order to use the Services, the Licensee shall first be required to register with Licensor by subscribing to Skedulex Case Management License Agreement. A separate license to Skedulex Case Management must be acquired by the Licensee in order to use Skedulex Mobile.

  1. Licensor shall send the Licensee a confirmation email (“Confirmation Email“) once it has accepted and confirmed the Licensee’s registration. The Licensee’s contract to use the Services on these Terms (“Contract“) commences on the date of the Confirmation Email.
  2. Licensor reserves the right to conduct verification and security procedures in respect of all information provided by the Licensee to Licensor. If Licensor has reason to believe that the information provided by the Licensee to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Licensor at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Licensee’s Contract.
  3. These Terms shall apply to any and all employees and or agents of the Licensee who access and use the Services through the Licensee’s account. The Licensee acknowledges and agrees:
  1. all employees and or agents must use the corporate email address allocated to them by the Licensee when creating a Collaborator profile;
  2. only one person may log-on to the Services using any one user account at any one time; and
  • the Licensee is directly liable to Licensor at all times for the acts or omissions of employees and or agents.
    1. The Licensee shall, and shall ensure its employees and or agents, keep any usernames and passwords (“Logins“) safe and secure to ensure that they are not used without the Licensee’s permission. The Licensee must immediately notify Licensor if it has reason to believe that there has been unauthorised use or access to the Licensee’s Logins and/or the Licensee’s profile on the service. The Licensee shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Licensee’s Logins to access the Services, whether such use is authorised by the Licensee or not.
    2. At any time upon notice to the Licensee, Licensor may require the Licensee to execute any further documents to confirm the Licensee’s acceptance of, or give full effect to, these Terms.

Licensee obligations: The Licensee shall at all times use the Services in accordance with these Terms.

  1. The Licensee shall ensure that its use of the Services, including the submission of any information, data, images, videos, audio, files, communication between employees and or agents, and all other material of any format (“Submissions“):
    1. comply with all applicable laws and legislations, including, but not limited to, PIPEDA, HIPA, PHIPA and all other Privacy regulations.
    2. do not infringe any intellectual property rights or other proprietary rights of any third party;
  • not reasonably be deemed to:
    • be offensive, illegal, inappropriate or in any way:
    • promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
    • harass or advocate harassment of another person;
    • display pornographic or sexually explicit material;
    • promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
    • promote any illegal activities;
    • provide instructional information about illegal activities, including violating someone else’s privacy;
    • promote or contain information that you know or believe to be inaccurate, false or misleading;
    • exploit people in a sexual or violent manner;
    • invade or violate any third party’s right to privacy
  1. and the Licensee hereby indemnifies Licensor for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Licensor which arise directly or indirectly from a breach by the Licensee of this clause 3 (Licensee Obligations).
  1. Unless otherwise explicitly stated by Licensor, Licensor does not vet nor verify the accuracy, correctness and completeness, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Licensee on Skedulex Mobile to determine whether they may result in any liability to any third party. The Licensee hereby warrants that the Licensee has the right to use all such information and material.
  2. Licensor takes breaches of the Terms, and in particular, this clause 3, very seriously and therefore reserves the right to take any action that Licensor deems necessary. This can include, without limitation, suspension or termination of the Licensee’s use of the Services. The Licensee shall promptly notify Licensor if it is aware of any or any suspected breaches of this clause 3 by its Collaborators.
  3. The Licensee hereby indemnifies Licensor against all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Licensor which arise directly or indirectly from any Dispute, or any breach by the Licensee.

Fees:    The fees to access Services are as set out in the agreement with Licensor. Other than where the Licensee is participating in a Trial, the Licensee may only access Skedulex Mobile and the Services by paying the Fees.

Termination: (a) The Licensee may terminate their Contract at any time by cancelling their subscription

on the Service and providing 30 days written notice to Licensor.

  1. Licensor shall be entitled to suspend and/or terminate the Licensee’s access and use of the Services:
    1. if Licensor has reason to believe that the Licensee has breached any of the provisions of these Terms.
    2. If the Licensee breaches any of the terms of its agreement with Licensor.
  2. Licensor further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Licensor will not be liable to you or to any third party should it exercise such rights.
  3. Upon termination of the Licensee’s contract in accordance with this clause B, the Licensee may no longer access or use the Services.

Disclaimer of Warranties; Liability Limitation: LICENSOR DOES NOT GUARANTEE,

REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LICENSOR MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU.

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

LICENSOR SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE LICENSOR FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

LICENSOR DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE LICENSOR FROM ANY LIABILITY RELATING THERETO.

LICENSOR IS NOT RESPONSIBLE IN CONNECTION WITH YOUR USE OF THE SERVICES.

The Licensee hereby warrants that (a) the Licensee has the right and capacity to enter into and be bound by these Terms; and (b) the Licensee shall comply with all applicable laws regarding the Licensee’s use of the Services; and (c) and the Licensee agrees to abide by the rules and reasonable directions of Licensor Technologies relating to the Services as may be provided by Licensor Technologies from time-to- time.

Licensor relies on other service providers (such as network provider, data centres, telecommunication providers) to make the Services available to the Licensee. Whilst Licensor takes all reasonable steps available to it to provide the Licensee with a good level of service, Licensor does not guarantee that such service shall be fault free or uninterrupted at all times. Licensor therefore shall not be liable in any way for any losses the Licensee may suffer as a result of delays or failures of the Services as a result of Licensor’s service providers.

Except as expressly set out herein, to the maximum extent permitted by law, Licensor expressly excludes all representations, warranties, obligations and liabilities in connection with the Services, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.

Waiver and Indemnity: BY USING THE SERVICES, YOU AGREE, TO THE EXTENT

PERMITTED BY LAW, TO INDEMNIFY AND HOLD LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY LICENSOR AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF LICENSOR’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Limitation of liability: THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR (INCLUDING

ITS RESPECTIVE AGENTS, SUB-CONTRACTORS OR REPRESENTATIVES) UNDER, ARISING FROM OR IN CONNECTION WITH THE PROVISION OF THE SERVICES AND/OR THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED A SUM EQUIVALENT TO THE TOTAL FEES RECEIVED BY LICENSOR FOR A PERIOD OF THREE(3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

To the extent permitted by law, Licensor expressly excludes:

  1. all conditions, warranties and other terms whether expressed or which might otherwise be implied by statute or common law;
  2. any liability for indirect or consequential loss which are losses incurred as a side effect of the main loss or damage;
  3. loss of profit;
  4. loss of income or revenue;
  5. loss of business or contracts;
  6. loss of data;
  7. loss of goodwill and reputation;
  8. loss of expectation;
  9. loss of opportunity; or
  10. loss arising out of or in connection with wasted management or office time;
  11. arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to the Licensee’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

Contract Changes: The Licensor reserves the right at any time to modify this Agreement and to add new

or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.
Intellectual property rights: (A) Licensor and its licensors own all rights in the intellectual property

rights relating to the Services, including but not limited to all software forming part of the Services (“Software“). Nothing in this Agreement will serve to transfer from Licensor to the Licensee any of the Software, and all right, title and interest in and to the Software will remain exclusively with Licensor and/or Licensor’s licensors. All rights in and to the Software not expressly granted to the Licensee are reserved by Licensor and the relevant third party licensors. (B) The Licensee  or its employees or agents shall not: (i) modify, translate, create or attempt to create derivative copies of or copy the Software or the Website in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software or the Website to source code form; (iii) distribute, sub-license, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software or the Website or the Licensee’s right to use the Software or the Website. (C) The Licensee hereby indemnifies Licensor against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use or possession of the Licensee Information, and all other information and material provided by the Licensee to Licensor Technologies.

Data protection & privacy policy: (A)The Licensee and Licensor shall comply with all applicable data

protection and privacy laws and regulations in the performance of its obligations set out under these Terms, principally the PIPEDA. FIPA, PHIPA. In each case, including all other successor legislation and regulation thereto. (B) For personal data which is processed by Licensor on the Licensee’s behalf as part of the Services, Licensor will act strictly in accordance with the Licensee’s instructions by following such processing and security obligations as are contained in these Terms. The Licensee confirms that it is solely responsible for ensuring that any such processing and security obligations comply with all applicable data protection law and legislation. The Licensee hereby indemnifies Licensor against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Licensee’s failure to comply with this clause 9.

General

  1. If Licensor fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Licensee from compliance with such obligations. No waiver by Licensor of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing.
  2. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
  3. These Terms and the terms of the agreement(s) signed with Licensor, represent the entire agreement between the Licensee and Licensor in respect of the Licensee’s use of the Services and shall supersede any prior agreement, understanding or arrangement, whether oral or in writing. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Licensor’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Licensor will not be responsible for failures to fulfill any obligations due to causes beyond its control.
  4. The Licensee acknowledges that in entering into these Terms, the Licensee has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on Licensor’s Website, or in negotiation between the parties except as expressly set out in these Terms.
  5. Licensor reserves the right to modify these Terms at any time. Any changes Licensor may make to this document in the future will be notified and made available to the Licensee.
  6. You agree to comply with all local, provincial, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws, such as PIPPEDA, HIPA, PHIPA, etc . Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No Licensor employee or agent has the authority to vary this Agreement.
  7. Licensor may notify you with respect to the Services by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the Services. Notices shall become effective immediately. Licensor may also contact you by email or push notification to send you additional information about the Services.
  8. You hereby grant Licensor the right to take steps Licensor believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Licensor has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Licensor believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Licensor’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights).
  9. This agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.