(Last updated: June 6, 2025)
This Agreement (the “Agreement”) is entered into between Laboratoire CoeurWay Inc., a Canadian business corporation with its registered office at 282 Sainte-Anne Street, Suite 202, Saguenay (QC), G7J 2M4 (“CareWay”), and the Authorized User, identified upon creation of their account or activation of their access to the CareWay Software (the “Authorized User”). CareWay and the Authorized User are each referred to individually as a “Party” and collectively as the “Parties.”
This Agreement includes these Terms and Conditions of Use of the CareWay Software and, where applicable, any policy or appendix expressly incorporated by reference. It comes into force on the earlier of the following: (i) the date the Authorized User electronically accepts these Terms, or (ii) the date of activation of access to the CareWay Software.
By accessing or using the CareWay Software, the Authorized User acknowledges having read and accepted these Terms and Conditions without reservation.
In case of a conflict between contractual documents, the following order of precedence shall apply: (i) these Terms and Conditions; and (ii) any appendix or policy incorporated by reference, unless expressly stated otherwise.
Any term unilaterally added by the Authorized User without CareWay’s prior written agreement shall be deemed null and void.
“Services” means the access to and use of the CareWay Software granted to Authorized Users, including any updates made available by CareWay under this Agreement. Subject to these Terms, CareWay shall make the Services available to the Authorized User for the duration of the Agreement.
2.1. Subject to compliance with the terms of the Agreement, payment of the Fees, and adherence to these Terms, CareWay grants the Authorized User a non-exclusive, non-transferable, and non-sublicensable license to access and use the CareWay Software and Services for their direct use during the Term.
2.2. Subject to the usage restrictions outlined herein, payment of the Fees, and adherence to these Terms, CareWay also grants the Authorized User a personal, non-exclusive, non-transferable and non-sublicensable right to access the Services and use the documentation provided, for the internal business purposes of the Authorized User in the context of their use of the Services.
2.3. The Authorized User acknowledges that some services offered by CareWay depend on technologies or services provided by third parties (e.g., cloud infrastructure or artificial intelligence providers) (“Third-Party Services”). In the event that one or more of these providers increase their fees, CareWay reserves the right to adjust its own prices proportionally, based on the rate of increase applied by the relevant provider(s). CareWay shall provide the Client with reasonable prior notice along with justification for the price change.
2.4. CareWay reserves the right to suspend or disable the Authorized User’s access to all or part of the Services if it suspects a violation of these Terms. A written notice of at least one (1) day shall be issued, indicating the nature of the alleged violation. Access may be reinstated if the Authorized User demonstrates, to CareWay’s satisfaction, that the issue has been corrected. This remedy is in addition to any other rights or remedies available to CareWay.
2.5. Notwithstanding any contrary provision, CareWay may temporarily suspend access to all or part of the Services if: (i) CareWay reasonably determines that (A) the Authorized User, subject to applicable laws, has ceased business operations, made an assignment for the benefit of creditors, or is subject to bankruptcy, liquidation, or similar proceedings, or (B) provision of the Services by CareWay to the Authorized User is prohibited by applicable law; (ii) a CareWay supplier has suspended or terminated CareWay’s access to a third-party service essential to the provision of Services; or (iii) pursuant to Article 2.4., CareWay will, where possible, inform the Authorized User of any service suspension and provide reasonable updates regarding the restoration of access. CareWay will restore access once the suspension cause is resolved. CareWay shall not be held liable for damages, losses (including loss of data or profits), liabilities or other consequences resulting from such a suspension.
3.1. The Authorized User agrees to comply with all applicable laws related to the protection of personal information, privacy, and data security.
3.2. The Authorized User agrees to use the CareWay Software solely for internal purposes and not to allow it to be used by or for the benefit of others. During the Term, the Authorized User shall not:
3.2.1. Permit unauthorized third parties to access the Services, including via resale, shared access, service bureau, timesharing, or any other unauthorized method;
3.2.2. Store access credentials in cache, proxy servers, or other locations accessible by anyone other than the Authorized User;
3.2.3. Use the Services in violation of applicable laws or regulations, including federal, provincial or local;
3.2.4. Interfere with the operation of the Services or disrupt other users’ access;
3.2.5. Share any non-public information about the Services with third parties;
3.2.6. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the CareWay Software;
3.2.7. Copy the Services or create derivative works based on the CareWay Software;
3.2.8. Use the Services to develop or improve a competing product or mimic the Service’s functionality, features, or appearance;
3.2.9. Use or transfer illegal, defamatory, discriminatory, or infringing content or data via the Services;
3.2.10. Upload or transmit any malicious, corrupted or harmful code for the Services or their delivery;
3.2.11. Probe or attempt to bypass the Services’ security mechanisms, including the security mechanisms of their associated servers and networks;
3.2.12. Deploy unauthorized code to delete, disable, alter or interfere with systems, software, or data, or allow unauthorized access or modification to the Services;
3.2.13. Overload the Service infrastructure with excessive or unreasonable demands;
3.2.14. Attempt to access other users’ or clients’ data;
3.2.15. Use robots, spiders, scraping, or other automated tools to interact with the Services without authorization.
3.3. The Authorized User shall immediately notify CareWay of any known or suspected breach of these Terms or unauthorized use of their account or the Services. The Authorized User remains solely responsible for any legally required notifications in the event of unauthorized disclosure of personal or patient information, unless CareWay is legally obligated to handle such notification.
3.4. The Authorized User acknowledges and agrees that CareWay may suspend or terminate access in the event of any violation of their obligations under this Agreement, including but not limited to any prohibited use or unauthorized access sharing with a third party (a “Breach”). In such cases: (i) that access shall be immediately revoked and not transferred to another user; (ii) CareWay may refuse to grant renewed access to the same user at its sole discretion.
4.1. The Authorized User agrees to pay all applicable Fees for the provision of Services. Unless otherwise stated, Fees are non-cancellable, non-exchangeable, and non-refundable.
4.2. Service use begins on the user account activation date (the “Deployment Date”), which determines the billing period and payment deadlines.
4.3. Unless otherwise specified, Fees are invoiced in advance and payable immediately or no later than thirty (30) days after the invoice date, in accordance with the terms specified at the time of subscription. Payments shall be made in full, in Canadian dollars, without deduction or set-off.
4.4. Fees exclude all applicable local, provincial, or federal taxes, which shall be borne exclusively by the Authorized User.
4.5. Overdue amounts shall accrue interest daily from the due date at a rate of 2% per month, compounded monthly (26.8% annually). Partial payments shall first apply to interest, then to the principal. The Authorized User shall reimburse CareWay for all reasonable collection costs, including legal fees and collection agency fees. If a balance remains unpaid for more than 30 days, CareWay may (i) accelerate all outstanding amounts to be immediately due and payable; and/or (ii) suspend Services with at least one (1) day’s written notice. If a balance remains unpaid for more than 45 days, access may be disabled without notice until payment is received in full.
4.6. Each access is strictly personal and reserved to a single Authorized User.
5.1. This Agreement takes effect upon the earlier of: (i) the Authorized User’s acceptance of these Terms, or (ii) the Deployment Date, and remains in force for the period set forth in the applicable Purchase Order or selected during subscription (the “Initial Period”).
5.2. Upon expiry of the Initial Period, the Agreement shall automatically renew:
(i) for a renewal period defined in the agreement accompanying the applicable Purchase Order, under the same terms and conditions, unless either Party provides written notice to the contrary at least ninety (90) days prior to the end of the then-current Term; or
(ii) for a renewal period equal to the Initial Period in the case of an individual subscription entered into via an online payment platform, unless the Authorized User cancels their individual subscription directly via the payment platform used at the time of subscription, no later than before the scheduled payment date for the renewal period. Any started renewal period shall be fully due and is non-refundable.
5.3. At renewal, CareWay may amend these Terms or adjust Fees. A written notice will be sent at least ninety (90) days prior to the effective date. If the Authorized User disagrees with the changes, they may opt out of renewal as per Section 5.2.
5.4. Either Party may terminate this Agreement with immediate effect upon written notice if:
5.4.1. One Party becomes insolvent, files for bankruptcy, undergoes liquidation or similar proceedings;
5.4.2. One Party materially breaches the Agreement and fails to cure the breach within ninety (90) days of written notice, subject to:
5.4.2.1. CareWay may terminate the Agreement and the licence to access and use the CareWay Software granted hereunder immediately and without any further obligation towards the Authorized User if the breach concerns Sections 6 (Confidentiality), 7 (Data), 8 (Privacy), 9 (IP), or 12 (Miscellaneous), or any material breach uncured within thirty (30) days.
5.5. Non-payment beyond 45 days and any breach of Section 3 (User Obligations), 6 (Confidentiality), or 8.3 (Patient Consent) shall constitute a material breach.
5.6. To the fullest extent permitted by law, the Authorized User irrevocably waives any right to unilaterally terminate the Agreement, including under article 2125 of the Civil Code of Québec.
5.7. Upon termination:
5.7.1 All rights and obligations cease, subject to surviving clauses;
5.7.2. User access and associated licences are revoked;
5.7.3. No Fees shall be refunded;
Sections 6 (Confidentiality), 9 (Intellectual Property), 10 (Representations and Limitation of Warranty), 11 (Indemnification and Limitation of Liability) and 12 (Miscellaneous) survive termination. Termination does not affect either Party’s liability for any obligation accrued prior to the effective date of termination, nor for any breach of the Agreement.
5.8. The Authorized User must immediately stop using the Software and Services and delete all confidential CareWay content, if applicable.
6.1. “Confidential Information” means any medical, commercial, technical, scientific, financial, legal, personal, or other information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that relates to the Disclosing Party’s business, strategy, Intellectual Property, clients, patients, employees, or partners, and that:
a) is identified as confidential at the time of disclosure;
b) is disclosed in a context of confidentiality; or
c) is reasonably understood to be confidential.
Confidential Information of CareWay.
Information shall not be deemed confidential if it:
a) becomes public through no fault of the Receiving Party;
b) was independently developed by the Receiving Party; or
c) is received lawfully from a third party with no duty of confidentiality.
6.2. Confidential Information remains the exclusive property of the Disclosing Party. No rights or licences are granted to the Receiving Party, except as expressly set forth in this Agreement.
6.3. The Authorized User acknowledges that they may have access to Confidential Information belonging to CareWay, including but not limited to technical, commercial, financial, or operational information that is not publicly available. The Authorized User agrees not to disclose or use such Confidential Information except as strictly necessary for use of the Services and in accordance with this Agreement.
6.4. The Authorized User shall ensure that any person under their responsibility (including employees and agents) who may have access to Confidential Information complies with the obligations set forth in this section. The Authorized User remains fully responsible for any breach by such persons.
6.5. In the event of any unauthorized access, use, or disclosure, the Authorized User agrees to promptly inform CareWay and to cooperate in good faith to mitigate the consequences of such breach.
6.6. CareWay acknowledges that it will have access to Confidential Information, including Personal and medical Information of the Authorized User’s patients. CareWay agrees to maintain physician-patient confidentiality and to use such Personal Information solely for the purpose of fulfilling its obligations under this Agreement.
6.7. CareWay agrees to maintain the confidentiality of all Confidential Information and not to use or disclose such information, directly or indirectly, except as permitted by law or authorized in writing by the Authorized User. Where possible, CareWay will inform the concerned individual prior to any legally required disclosure.
6.8. CareWay shall use the Authorized User’s Confidential Information only for the purposes of delivering the Services in accordance with this Agreement. If required by law to disclose any Confidential Information, CareWay shall, where permitted, notify the Authorized User to allow them to oppose or seek protective measures and shall limit disclosure as reasonably possible.
6.9. Upon written request by the Authorized User or upon termination of this Agreement, CareWay shall destroy any Confidential Information in its possession, subject to any applicable legal retention obligations.
6.10. CareWay ensures that all its employees who have or may have access to Confidential Information or Personal Information are informed of their confidentiality obligations and remains liable for any breach committed by its representatives.
6.11. CareWay implements security measures in accordance with all applicable laws and regulations in Canada to protect such information against unauthorized use, disclosure, destruction, or alteration.
6.12. Upon written request from the Authorized User, CareWay will provide reasonable information about its security practices for protecting Confidential Information, within legal and reasonable time limits.
6.13. The CareWay Software maintains at all times complete and secure audit logs documenting access, use, modification, or transmission of patient data. These logs are retained for at least the minimum duration required by applicable laws and regulations in the relevant jurisdiction.
6.14. Upon request by the Authorized User, CareWay shall provide the relevant audit logs to assist the Authorized User in fulfilling their legal obligations relating to privacy or recordkeeping.
6.15. Confidential Information shall never be used to train an artificial intelligence system, unless such training is conducted exclusively for the direct benefit of the Authorized User to whom the information relates.
6.16. By default, data generated through the Services is retained for a maximum period of seven (7) days. The Authorized User may request that CareWay adjust this retention period to comply with applicable laws or obligations. CareWay shall make the adjustment within a reasonable timeframe.
6.17. CareWay guarantees that any data used to train its artificial intelligence systems is legally obtained, does not infringe any intellectual property rights, and is used in compliance with applicable laws.
6.18. CareWay applies technical and organizational measures in line with industry standards to protect Confidential Information against unauthorized access, use, disclosure, loss, alteration, or accidental destruction.
6.19. Security mechanisms of the Software are regularly reviewed, including penetration tests performed at least once per year or following major updates. CareWay commits to promptly remediate any vulnerabilities identified.
6.20. In the event of actual or suspected unauthorized access to Confidential Information or the Software’s security systems, CareWay shall activate a formal incident response process to contain, assess, remediate, and document the incident in accordance with applicable law.
6.21. If CareWay determines that unauthorized access to the Software or security systems has occurred, it agrees to immediately notify the Authorized User affected or potentially affected by such access.
6.22. Upon discovering any unauthorized access, CareWay agrees to promptly:
6.22.1. Terminate the unauthorized access;
6.22.2. Manage and mitigate its consequences;
6.22.3. Develop a strategy to prevent similar future incidents.
7.1. “Authorized User Data” means all data that the Authorized User creates, enters, uploads, or uses in connection with the Services. This excludes technical data automatically generated by use of the CareWay Software, such as usage statistics, connection logs, or other performance data (“Usage Data”). The Authorized User retains full ownership of their own Data, while CareWay retains ownership of Usage Data.
7.2. The Authorized User grants CareWay a non-exclusive, worldwide, royalty-free licence for the duration of the Agreement to use, copy, host, back up, transmit, and process the Authorized User Data as necessary for the operation, improvement, or provision of the Services in accordance with these Terms and Conditions.
7.3. Subject to compliance with applicable laws, CareWay may use Authorized User Data in anonymized or aggregated form for statistical purposes or to improve the functionality of the CareWay Software, including for the training of artificial intelligence models. No Personal Information shall be used for such purposes without the Authorized User’s express consent, unless otherwise permitted by law.
7.4. CareWay may contact the Authorized User to provide information about the functioning or evolution of the Services, or about other products or features offered by CareWay. The Authorized User may opt out of non-essential communications at any time by following the instructions provided or by contacting CareWay at support@careway.ai . However, essential service communications (such as security, billing, or availability notices) will continue to be sent.
7.5. The Authorized User acknowledges and agrees that CareWay may transmit certain Authorized User Data, including Personal Information, to authorized third-party service providers solely to the extent necessary to provide, secure, or improve the Services. These third-party service providers shall have access to Authorized User Data only to the extent reasonably necessary to perform their roles.
7.6. Subject to applicable laws, in the event of termination of the Agreement for any reason, CareWay shall delete or anonymize the Authorized User Data within a reasonable timeframe, unless retention is legally required. However, CareWay may retain anonymized data for legitimate internal purposes, such as the continued improvement of the Services.
7.7. CareWay commits never to sell or rent the Authorized User’s Data to third parties. CareWay shall not share Authorized User Data with any third party except as authorized by the Agreement for the purposes of providing, securing, or supporting the Services.
8.1. For the purposes of these Terms and Conditions, “Personal Information” means any information concerning a natural person that allows them to be identified, directly or indirectly, alone or in combination with other data. This includes, but is not limited to, name, contact details, date of birth, health insurance number, and any information relating to their physical or mental health, treatments, services received, outcomes, or similar data collected through the use of the Services.
8.2. CareWay collects, uses, stores, and protects Personal Information in accordance with its Privacy Policy, accessible at: https://www.coeurway.com/fr/privacy .
8.3. The Authorized User agrees to obtain, when required by law, the written consent of patients for the collection, use, disclosure, and transfer of their information, including their Personal Information, to CareWay and third parties, for the purposes set forth in this Agreement.
8.4. Unless otherwise indicated, Authorized User Data and Personal Information are hosted in Canada, by CareWay or by its authorized service providers, for the sole purpose of providing, securing, or improving the Services.
8.5. CareWay may use third-party service providers to process Personal Information to the extent necessary to deliver the Services. These providers are contractually bound to meet confidentiality obligations equivalent to those imposed
9.1. The Authorized User acknowledges that the intellectual property rights associated with the “CareWay” brand belong to CareWay, including on any documentation, specifications, promotional materials, or information sheets intended for client use (“Intellectual Property Rights”). Nothing in the Agreement shall be construed as a transfer, assignment, or licence of such rights to the Authorized User or any third party.
9.2. All Intellectual Property and all rights, titles, and interests related to the CareWay Software—including but not limited to: (i) any copy of the Software, whether made by CareWay or not; (ii) any patched or updated version of the Software; (iii) any new, enhanced, or improved version of the Software; (iv) any error corrections, bug fixes, patches or updates; (v) all related documentation, in any form or medium; and (vi) CareWay’s trademarks—are and shall remain the exclusive property of CareWay.
9.3. CareWay retains all rights, including but not limited to patents, inventions, copyrights, trade secrets, and know-how related to the Services, their components, and associated documentation.
9.4. The Authorized User agrees: (a) Not to reproduce, distribute, assign, or use the CareWay Software in any manner other than as permitted by the Agreement, unless expressly authorized in writing by CareWay; (b) Not to contest, appropriate, or infringe upon CareWay’s Intellectual Property, directly or indirectly, or assist others in doing so; (c) Not to use, register, or apply to register any trademark that may cause confusion with any trademark owned by CareWay, or assist others in doing so; (d) To promptly notify CareWay of any actual, suspected, or threatened infringement of its Intellectual Property Rights that comes to the Authorized User’s attention.
10.1. Each Party represents and warrants that: (a) It has full power and authority to enter into and fulfill its obligations under the Agreement, and is not bound by any other agreement that would conflict with or limit its ability to perform its obligations; (b) Its execution and performance of the Agreement does not violate (i) its constating documents or internal bylaws, (ii) any applicable law, (iii) any judgment or order of a governmental authority, or (iv) any contract to which it is bound; (c) It holds all required licences, consents, and authorizations to carry on its business; (d) It is not subject to any ongoing, threatened, or foreseeable legal proceedings likely to affect its ability to perform; and (e) It has not initiated nor authorized any bankruptcy, insolvency, liquidation, dissolution, or cessation of business activities.
10.2. The CareWay Software is provided “as is” without any warranties, express or implied. CareWay does not warrant that use of the Software will be uninterrupted, error-free, virus-free, or that it will meet the Authorized User’s specific expectations or needs.
10.3. Without limiting the generality of the foregoing, CareWay disclaims all express and implied warranties, including: (a) Uninterrupted or error-free operation of the Software; (b) Fitness of the Software’s features or capabilities for the Authorized User’s or their patients’ needs; (c) Compatibility of the Software with the Authorized User’s equipment, systems, or technical environment; (d) Results, outcomes, or financial or non-financial benefits arising from use of the Software.
10.4. The Authorized User understands and agrees that outputs generated by the Software rely on multiple data sources, including inputs from Authorized Users, automated systems, or AI algorithms. Although CareWay applies reasonable efforts to ensure reliability, it does not guarantee accuracy, completeness, or relevance of the results and disclaims liability for errors or omissions.
10.5. The Authorized User is solely responsible for the use of the results generated by the Software. The Authorized User acknowledges that the information or recommendations generated by the Services are not infallible and may contain errors, be incomplete, or be unsuitable for the specific context. These outputs must never be used as the sole basis for decision-making, especially when such decisions involve preventing or mitigating risks or harm. The Authorized User remains fully responsible for any decisions made in connection with the use of the Services. It is the Authorized User’s responsibility to rely on their own judgment, knowledge of the context, and complementary, reliable, and up-to-date sources to make informed decisions based on their professional expertise and the data available to them.
10.6. Except as may be set forth in an applicable appendix, CareWay shall use commercially reasonable efforts to ensure availability of the Services and provide technical support, without guaranteeing any specific level of uptime, assistance, or availability.
10.7. For purposes of this Agreement, “Force Majeure” means any event arising from external causes beyond a Party’s control, including but not limited to natural disasters, war, terrorism, labor disputes, or pandemics, which delays, interrupts, or prevents performance. Except for payment and confidentiality obligations, neither Party shall be held liable to the other for any delay or failure to perform due to Force Majeure.
11.1. Except in the case of gross negligence, CareWay (including its shareholders, officers, employees, agents, and subcontractors) shall not be liable to the Authorized User or third parties for any direct, indirect, special, consequential, or punitive damages, including lost profits or business opportunities, arising from contract, tort, or negligence, even if CareWay was advised of the possibility of such damages.
11.2. CareWay agrees to defend, at its own expense, (i) any third-party claim alleging that the Services, when used in accordance with this Agreement, infringe valid intellectual property rights (“IP Claim”), and indemnify the Authorized User for damages and legal fees awarded by a court, including reasonable attorney fees, and (ii) any claim resulting from CareWay’s gross fault or intentional misconduct, provided that: (a) The Authorized User promptly notifies CareWay in writing of any such threat or claim; (b) CareWay retains sole control over the defense and settlement of the IP Claim, and no settlement involving liability or obligations of the Authorized User shall be made without their prior written consent; and (c) The Authorized User provides reasonable cooperation with CareWay’s defense.
11.3. If use of the Services becomes, or is likely to become, subject to an IP Claim, CareWay may, at its discretion and expense: (a) Obtain continued rights for the Authorized User to use the Services; (b) Replace or modify the Services to avoid infringement; (c) If neither option is commercially viable, terminate the affected access and refund the prorated portion of unused Fees.
11.4. CareWay shall not be liable for any IP Claim that results from: (a) Authorized User Data; (b) Use of third-party services or content; (c) Compliance of the Services with instructions or specifications provided by the Authorized User; (d) Use of an outdated version of the Services when an updated version was available; (e) Modification of the Services by any third party other than CareWay; (f) Combination or integration of the Services with other products or systems.
11.5. The Authorized User agrees to indemnify and hold harmless CareWay from any claim, judgment, penalty, or cost (including legal fees) arising from: (a) Violation or breach of the Agreement by the Authorized User; (b) Use of the Services in violation of the Agreement; (c) Modifications to the Software not authorized by CareWay; (d) Hardware or software modifications that interfere with Software functionality; (e) Introduction of malware affecting the Software; (f) Loss of business or revenue related to use or non-use of the Software; (g) Any IP infringement claim arising from the Authorized User’s use of the Services or Data, provided that:
a) CareWay promptly informs the Authorized User of the threat or claim;
b) CareWay may choose to defend or participate in the defense, and no settlement shall be concluded without CareWay’s consent;
c) CareWay fully cooperates in such defense.
11.6. If CareWay is nevertheless found liable for damages, its total cumulative liability shall not exceed the amount paid by the Authorized User in the one (1) year preceding the event giving rise to the claim. The Authorized User expressly releases CareWay from any liability beyond this limit.
12.1. This Agreement, including its appendices and any document incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, whether written or oral, relating to its subject matter.
12.2. The Authorized User may not assign or transfer their rights or obligations under this Agreement without CareWay’s prior written consent.
12.3. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4. Each Party is an independent contractor. Nothing in these Terms and Conditions shall be construed, either expressly or implicitly, as creating a joint venture, partnership, principal-agent relationship, or employer-employee relationship between the Parties. Neither Party shall take, or permit any action to be taken, that could be perceived as being on behalf of the other Party. Neither Party has the power or authority to bind the other Party or to incur any obligation or liability in the name of the other Party, whether express or implied; nor shall either Party represent that it possesses such power or authority.
12.5. All notices must be in writing and delivered by registered mail, fax, or email to the recipient’s designated address. Notices are deemed received upon delivery, five (5) business days after mailing, or upon sending by fax or email.
12.6. This Agreement is governed by the laws of the Province of Quebec and, where applicable, the laws of Canada. The courts of the judicial district of Montreal, Quebec shall have exclusive jurisdiction.
12.7. Interpretation rules: (i) the singular includes the plural and vice versa; (ii) “including” means “including without limitation”; (iii) “or” is non-exclusive.
12.8. CareWay may unilaterally modify these Terms and Conditions from time to time. Changes are effective upon publication on the Software platform or notification by other reasonable means. Continued use of the Software following such changes constitutes acceptance. The Authorized User is responsible for regularly reviewing the Terms.
12.9. Unless otherwise specified, (i) any delay or failure by CareWay to exercise a right does not constitute a waiver; (ii) partial exercise of a right does not preclude further exercise; (iii) any waiver must be in writing and expressly communicated.
12.10. Each Party acknowledges that a breach or threatened breach of Section 6 (Confidentiality) or, for the Authorized User, Article 3.2 (Permitted Use), would cause irreparable harm. The other Party shall be entitled to seek injunctive or equitable relief without bond or proof of inadequate monetary damages, in addition to any other remedies.
12.11. In the event of a discrepancy between the English and French versions of these Terms and Conditions, the French version shall prevail.
