The following terms of use (the ‘Terms of Use’) govern your use (the term ‘use’ will mean access or use, as applicable) of: (1) Designed PRN Ltd. operating as Mediphone (‘Mediphone’, ‘us’, ‘we’, ‘our’) website located at https://www.Mediphone.ca (the ‘Website’); and (2) the Mediphone online platform, including the HIPAA compliant cognitoforms online forms, providing various services from time to time, as described on the Website, and (3) all other services provided by Mediphone, as described on the Website (collectively, the ‘Platform’). These Terms of Use form an agreement between Mediphone and you. The term ‘you’ refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or receiving any Platform Services, as hereinafter defined. A copy of these Terms of Use may be downloaded, saved and printed for your reference.

BY ACCESSING AND USING THE PLATFORM, YOU UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT ACCESS OR USE THE PLATFORM.

DO NOT USE THE PLATFORM FOR MEDICAL EMERGENCIES. If you have a medical emergency, call 911 immediately or attend the emergency room of the nearest hospital or health centre. Under no circumstances should you attempt self-treatment based on any Content (as defined below).

CHANGES TO THESE TERMS OF USE AND PLATFORM

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, Mediphone RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME WITHOUT NOTICE. YOUR CONTINUED ACCESS TO OR USE OF THE PLATFORM AFTER ANY CHANGES TO THESE TERMS OF USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY.

Mediphone RESERVES THE RIGHT TO CHANGE ANY INFORMATION, MATERIAL OR CONTENT (INCLUDING, BUT NOT LIMITED TO, PRICING, FEATURES AND AVAILABILITY OF PLATFORM SERVICES) CONTAINED ON OR PROVIDED THROUGH THE PLATFORM (THE ‘CONTENT’) AT ANY TIME, AND FROM TIME TO TIME, WITHOUT NOTICE.

USE OF THE PLATFORM

AS A CONDITION OF YOUR USE OF THE PLATFORM, YOU WARRANT THAT: (1) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (2) YOU POSSESS THE LEGAL AUTHORITY TO CREATE A BINDING LEGAL OBLIGATION; (3) YOU WILL USE THE PLATFORM IN ACCORDANCE WITH THESE TERMS OF USE; (4) ALL INFORMATION SUPPLIED BY YOU ON THE PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (5) IF YOU ARE ACCESSING OR USING THE PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

The Platform is provided solely (the ‘Permitted Use’) to: (1) assist you in gathering information about the various services offered by Mediphone through the Platform; (2) if and as permitted by Mediphone and these Terms of Use, enable you to use the Platform and receive any services offered to you through the Platform including the Health Services (defined) below by Health Care Practitioners and the administrative support services (‘Support Services’) provided by the personal health assistants (‘PHAs’) by Mediphone; and (3) if and as permitted by Mediphone and these Terms of Use, provide feedback and otherwise communicate with Mediphone in connection with any of the foregoing ((1) through (3) collectively, in these Terms of Use defined as ‘Platform Services’).

Mediphone retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You will cease and desist from any such access or use immediately upon request by Mediphone.

HEALTH SERVICES

The Platform Services, as permitted by Mediphone and these Terms of Use, enable you to use the Platform to obtain access to licensed healthcare professionals, including physicians (‘Health Care Practitioners’) by secure video and phone conversations for virtual care consultations, and to receive related healthcare and administrative support services virtually (hereinafter referred to as the ‘Health Services’). Health Care Practitioners are independent of Mediphone and are solely responsible for the provision of Health Services to you. PHAs only provide Support Services that do not fall within the scope of practice of any regulated health profession. Mediphone is not engaged in the practice of medicine, the practice of nursing or the practice of any other regulated health profession. Neither Mediphone nor any other party associated with Mediphone (other than the applicable Health Care Practitioner) is liable for any Health Services provided to you by Health Care Practitioners. The Content provided through the Platform (except as may be directly communicated to you by Health Care Practitioners) is not medical or clinical advice. Mediphone does not make any endorsement, representation or warranty regarding the safety, appropriateness or effectiveness of any particular diagnosis or treatment communicated to you by the Health Care Practitioners.

PLATFORM SERVICES AND CONSENT TO TREATMENT AND COLLECTION, USE AND DISCLOSURE OF PERSONAL HEALTH INFORMATION

Virtual care is both the practice of medicine and a way to provide or assist in the provision of patient care at a distance using information and communication technologies (‘Virtual Care’). By accessing and using the Platform to receive Health Services or Support Services virtually, you consent to be treated by Health Care Practitioners and consulted by PHAs. Health Care Practitioners may ask you questions about your personal health history, present condition or symptoms, and any course of treatment or medication that has been prescribed to you. Health Care Practitioners may also conduct a visual examination of you virtually and may ask you to conduct certain self-assessments such as taking your temperature. PHAs do not provide any Health Services and only provide Support Services that are informational in nature. You may withdraw your consent to receive Health Services or Support Services at any time by ending your virtual consultation with the Health Care Practitioner or PHA.

Neither the Health Services provided by Health Care Practitioners nor the Support Services provided by PHAs are intended to replace your primary care relationship with your family physician or other primary care health professional. You should continue to consult your family physician or other primary care health professional regularly or as needed or recommended by them.

Mediphone will not be collecting personal health information (“PHI”). Any information such as date of birth or healthcare number will not be stored by Mediphone.

You may also authorize us to disclose your personal information including your PHI to third parties such as other health professionals, specialists, consultants or pharmacists, pharmacies and laboratories for the purpose of providing or assisting in the provision of Health Services or Support Services to you.

In communicating any diagnosis, course of treatment or medication to you, the Health Care Practitioner will seek your informed consent which requires the Health Care Practitioner to explain the diagnosis, treatment and risks and side effects associated therewith. You are encouraged to ask questions of the Health Care Practitioner regarding any diagnosis, treatment or medication that is prescribed or recommended to you to ensure that you understand the diagnosis, treatment and risk of side effects associated therewith. If you are not satisfied with the explanation or information provided by the Health Care Practitioner regarding any course of treatment or medication that is prescribed or recommended for you, you should not follow it or you should seek a second opinion from a physician or other health care practitioner that is not affiliated with Mediphone. You have the right to refuse or withdraw consent to treatment or medication at any time. In addition to the material risks and side effects that may be associated with a course of treatment or medication that is prescribed or recommended for you, there are potential material risks that are specifically associated with Virtual Care and which may adversely impact the ability of the Health Care Practitioner to provide Health Services or the PHA to provide Support Services, including but not limited to (a) poor quality audio-video connections due to remote locations or other network limitations that may limit the ability of the Health Care Practitioner to conduct an appropriate assessment of you or otherwise obtain sufficient PHI from you to support a diagnosis or prescription, (b) delays in evaluation or treatment resulting from similar technology failures, (c) lack of access to your personal health records maintained outside the Platform (i.e., by your family physician or other primary care health professional), which may result in adverse drug interactions, allergic reactions, or other judgment errors (you should always advise the Health Care Practitioner and any dispensing pharmacists of all medications you are taking and any allergies you may have), and (d) unauthorized collection, use or disclosure of your personal health information due to a security protocol breach or failure. The Health Care Practitioner will assess these potential material risks. If the Health Care Practitioner forms the opinion that Virtual Care is not appropriate in the circumstances, the Health Care Practitioner will redirect you to appropriate care.

By consenting to receive Health Services or Support Services using the Platform, you consent to these potential material risks associated with Virtual Care. By providing or uploading any of your PHI to the Health Care Practitioner use of HIPAA complaint online forms (Cognitoforms), you are consenting to the collection, use and disclosure of your PHI for the purposes of providing Health Services and Support Services to you and the use, transfer and disclosure set out in our Privacy Policy. Only the Health Care Practitioners directly involved in your care will have access to your PHI and neither Mediphone nor any other party associated with Mediphone will disclose your PHI to any third party except as may be required by law or as contemplated herein. Your PHI will be securely and digitally stored on servers hosted by cognitoforms. Although Mediphone uses advanced encryption technology and other security protocols to protect your conversations with Health Care Practitioners, the privacy of your Virtual Care consultations with Health Care Practitioners, you acknowledge by using the Platform that there are inherent risks to any technology, however remote, that could cause security protocols to fail or be breached, which could result in the unauthorized collection, use or disclosure of your PHI. Mediphone will notify you to the extent required by law of any security protocol failure or breach that has resulted in the unauthorized collection, use or disclosure of your PHI. For further information regarding Mediphone’s privacy policy, please see the section below entitled ‘Privacy Policy’ and the embedded link to Mediphone’s Privacy Policy.

LICENSE GRANTS

Subject to these Terms of Use, Mediphone grants you a personal, revocable, non-exclusive and non- transferable license during the Term to permit you to use the Platform, including using the Platform or receiving Platform Services, in accordance with these Terms of Use.

Subject to these Terms of Use and the terms of Mediphone’s privacy policy, you grant to Mediphone a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any name and email information collected prior to consulting a Health Care Practitioner.

USER ACCOUNT

The Health Services and Support Services are also available for use by children at the discretion of the Health Care Practitioner or PHA, but the user, User Account and User ID, for all patients under the age of majority must be the patient’s parent or legal guardian. If you register as the parent or legal guardian on behalf of a minor, you are fully responsible for complying with these Terms of Use. Neither the Health Services provided by Health Care Practitioners nor the Support Services provided by PHAs are intended to replace the services of a pediatrician. The terms of use set out above under ‘Consent to Treatment and Collection, Use and Disclosure of PHI’ apply to children who receive Health Services or Support Services with necessary changes to points of detail. Children may only use the Platform in the presence of their parent or legal guardian.

Note that a Health Care Practitioner reserves the right to assess whether a person has the capacity to provide consent to his or her Health Services treatment on a case-by-case basis.

TERM AND TERMINATION

These Terms of Use will commence on the day you first use the Platform and will continue into force until terminated by either party as described below (the ‘Term’). Either party may terminate these Terms of Use as follows: (1) Mediphone may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Mediphone’s discretion, by email (at your current email address on file with Mediphone) or through the Platform; (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted or deactivated, ceasing use of the Platform.

SUBMISSIONS

By submitting content through the Platform or otherwise to Mediphone in connection with the Platform Services, including any reviews, questions, comments, suggestions, ideas or similar information, but excluding your PHI (collectively, ‘Submissions’), you grant Mediphone and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to: (1) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (2) use the name that you submit in connection with such Submission. You acknowledge that Mediphone may choose to provide attribution of your Submissions (for example, listing your name and city on a review that you submit) at our discretion, and that such submissions may be shared with others using our Platform. You further grant Mediphone the right to pursue at law any person or entity that violates your or Mediphone’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary. You also acknowledge that Mediphone may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Mediphone takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Mediphone has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. You are fully responsible for the content of your Submissions, including reviews posted to the Platform. Without limiting the foregoing, you will not post or transmit to or from the Platform any commercial material or content (including solicitation of funds, advertising, or marketing of any good or services). You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform.

If you do not agree WITH ANY OF THE ABOVE, please do not provide any Submissions.

OWNERSHIP

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Mediphone and are protected by copyright, trade-mark and other intellectual property laws.

Mediphone expressly reserves all rights in the Platform, and all materials provided by Mediphone in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Mediphone in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Mediphone (or third party suppliers, if applicable), and that the Platform, and all materials provided by Mediphone hereunder are licensed and not ‘sold’ to you.