This Service Level Agreement (hereinafter referred to as this “Agreement”) will apply to all subscribers of MDBilling.ca, an online platform developed by MDBilling.ca Limited (Referred hereinafter as “MDBilling.ca”). This Agreement contains the covenants and obligations between MDBilling.ca Limited and its subscribers. The terms, covenants, rights and obligations contained in this agreement are to be effective throughout the relationship between MDBilling.ca Limited and the Subscriber as long as the parties involved are desirous to continue with their business relationship and carry out their rights and obligations under this Agreement or any other supplementary document that contains related terms, covenants rights and obligations as the case may be.
This Agreement outlines the parameters of all services covered as they are understood by the parties to it and does not supersede current processes and procedures unless explicitly stated herein.
a) The term “Affiliate” means any organization which now, or in the future, directly or indirectly controls, or is controlled by, or is under common control to MDBilling.ca Limited. The word “control” shall mean owning more than 50 percent of the shareholding and/or more than 50 percent voting rights in an organization.
b) The term “Service Term” means the duration of the time for which a subscriber is entitled to enjoy the services provided by MDBilling.ca Limited, as specified in the Terms of Service, and which, unless the contrary is indicated, shall proceed on a month-to-month basis.
c) The term “System” means the platform being offered by MDBilling.ca Limited and includes the software and any processes involved in the running of the software.
1.3 REFUND POLICY.
a) Refunds. Should any subscriber wish to discontinue his subscription, he/she it will be entitled to recover the amount paid in full, provided the decision to cancel the subscription was made and communicated to us at the earliest possible opportunity. The subscriber may then afterwards discontinue paying any more subscription money. Further, any subscriber who had paid subscription for the whole year is entitled to recover the unused portion of the subscription which shall be determined from the number of months that the subscription as unused, based on the 12 months from the day the first payment was made.
a) Duration of the Agreement. This Agreement shall take effect on the Commencement Date and shall continue for as long as the Subscriber intends to use the services provided by MDBilling.ca Limited (hereinafter rendered thus “Agreement Term”), unless earlier terminated as provided in this section. At the end of the initial Agreement Term, the Agreement Term shall automatically renew on a month-to-month basis until terminated by either party upon thirty (30) days’ prior written notice to the other party.
b) Default of payment. If the subscriber makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; or, an involuntary petition in bankruptcy or other insolvency protection against the subscriber is filed and not dismissed within 60 days; or, the subscriber fails to make any payment required hereunder when due, and such failure continues for a period of five (5) business days after written notice from MDBilling.ca Limited, or Customer fails to observe and perform any material term of this Agreement (other than payment terms) and such failure continues for a period of thirty (30) days after written notice from MDBilling.ca Limited; then MDBilling.ca Limited may;
1. Terminate this Agreement, in whole or in part, in which event MDBilling.ca Limited shall have no further duties or obligations there under, and/or;
2. Pursue any remedies MDBilling.ca Limited may have under this Agreement, at law or in equity, subject to part 1.5.
c) Default of Service. If MDBilling.ca Limited makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; or, an Involuntary petition in bankruptcy or other insolvency protection against MDBilling.ca Limited is filed and not dismissed within 60 days; or MDBilling.ca Limited fails to observe and perform any material term of this Agreement (unless otherwise provided in this Agreement) and such failure continues for a period of thirty (30) days after written notice from Customer; then the subscriber may;
1. Terminate this Agreement, in whole or in part, in which event the Subscriber shall have no further duties or obligations hereunder, and/or;
2. Pursue any remedies a subscriber may have under this Agreement, at law or in equity subject to part 1.5.
1.5 LIABILITY AND INDEMNIFICATION.
a) Irrespective of any other provision, neither party may be held liable for damages for loss of profits, loss of goodwill, loss of revenue, loss of anticipated income, loss of data or any direct, special, exemplary or punitive arising out of the performance or failure to perform under this Agreement.
b) MDBilling.ca Limited also makes no warranties, express or implied, in fact or in law, statutory or otherwise, including warranties as to merchantability of fitness for a particular use, except those provided for in this Agreement.
c) Each party shall indemnify the other from any claims by third parties and expenses (including legal fees and incidental fees related thereto) respecting damage to property (both tangible and intangible), personal injury or death caused by such party’s negligence or willful misconduct arising in connection with this Agreement.
1.6 SERVICE LEVELS.
a). Any subscriber who encounter service interruption may contact MDBilling.ca Limited Service by calling the following email in Canada: email@example.com. In order for MDBilling.ca Limited to investigate any reported issues, the subscriber agrees to provide MDBilling.ca Limited with supporting information as reasonably requested by MDBilling.ca Limited and to the extent such information is available to a subscriber, which may include(as applicable), without limitation, the IP (Internet Protocol) address(es), username, and passwords.
b) In the event MDBilling.ca Limited experiences a service disruption at the time when the subscriber would like to access the account for a continuous period of at least seventy-two hours, MDBilling.ca Limited will provide the services free of charge for the upcoming month provided the subscriber requests for the same. MDBilling.ca Limited maintenance log will be used for calculating any Service Level events.
1.7 BETA SOFTWARE RELEASE.
The software is prerelease code and is not at the level of performance and compatibility of a final, generally available product offering. The software may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. The software is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of software remains with subscriber. In no event shall MDBilling.ca Limited be liable for any damage whatsoever arising out of the use of or inability to use the software.
1.8 OTHER GENERAL TERMS.
a). Force Majeure. Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its unrealistic control, including but not limited to, acts of God, earthquake, embargo, labor disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
b) Affiliate Provider. The parties acknowledge that the service may be provided to the subscriber pursuant to this Agreement by an Affiliate of MDBilling.ca Limited, including, without limitation, an Affiliate authorized to provide Service in a country other than the country within which this Agreement has been executed. If a Subscriber requires the delivery of Service in a jurisdiction where, in order for this Agreement to be enforceable against the parties, additional terms must be added, then the parties shall incorporate such terms into this Agreement. Notwithstanding any provision of Service to the Subscriber pursuant to this Agreement by an Affiliate of MDBilling.ca Limited, MDBilling.ca Limited shall remain responsible to the subscriber for the delivery and performance of the Service in accordance with the terms and conditions of this Agreement.
c) Affiliate Buyer. The parties acknowledge and agree that subscriber’s Affiliates may purchase Service under this Agreement; provided, however, any such subscribers’ Affiliate purchasing Service hereunder agrees that such Service is provided pursuant to and governed by the Terms of Service and this Agreement. A subscriber shall be jointly and severally liable far all claims and liabilities arising under this Agreement related to Service ordered by any subscriber’s Affiliate, and any event of default under this Agreement by any subscriber’s Affiliate shall also be deemed an event of default by the subscriber. Any reference to the subscriber in this Agreement with respect to Service ordered by a subscriber’s Affiliate shall also be deemed a reference to the applicable subscriber Affiliate.
f) Intellectual Property. Neither party shall have the right to use the other party’s or its Affiliates’ trademarks, service marks or trade names without the prior written consent or the other party.
g) No partnership. The relationship between a subscriber and MDBilling.ca Limited is not and shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, without limitation, for federal or provincial income tax purposes.