Braver Inc. is a business incorporated under the Business Corporations Act, C.Q.L.R, c. S-31.1, whose offices are located at 95 Rue Saint-Joseph E., Québec City, Province of Québec, G1K 3A6 (“BRAVER”) and operates the BRAVER platform available at https://braver.health and on the BRAVER mobile applications (the “APPLICATIONS”).
Based on a SaaS (software as a service) model, the PLATFORM can be used to facilitate internal or external interprofessional and/or interdisciplinary collaboration specific to professionals working in the field of health sciences, and allows, in particular, to:
- exchange text messages;
- share images and certain electronic document formats;
- create a centralized file specific to each PATIENT (as defined below) and professional, when applicable;
- build a network of professional contacts specific to the USER (as defined below); and
- create shared boxes by institution or organization allowing for internal collaboration of the various member stakeholders.
(hereinafter the “SERVICES”)
To benefit from these features, the PLATFORM offers two types of packages:
- a “FREEMIUM SERVICES” package which allows free access to the PLATFORM’s SERVICES, excluding the services and warranties of the SERVICES proposed in the context of the paying offers subscribed to by the CLIENTS - within the limits of the technical constraints detailed at the time of subscription.
- a “PREMIUM SERVICES” package, a paying offer that provides access to all the PLATFORM’s SERVICES, subject to the technical constraints detailed at the time of subscription. It is specified that the PREMIUM SERVICES package will include a set of options that can be activated by the CLIENT.
THUS, ANY USE MADE, IN ANY CAPACITY WHATSOEVER, OF THE PLATFORM IMPLIES THE ACCEPTANCE WITHOUT RESERVATION, BY THE USER, OF THESE (GTU) AVAILABLE FOR CONSULTATION AND DOWNLOAD FROM THE FOLLOWING URL ADDRESS https://brvr.io/cgu.
SECTION 1. DEFINITIONS
The terms listed below shall have the following definitions for the purpose of these GTU:
- “ACCESS ACT”: means the Act respecting access to documents held by public bodies and the protection of personal information, R.S.Q., c. A-2.1;
- “ARPPIPS”; has the meaning set forth in Section 5.1;
- “BUSINESS DAYS”: means every day from 9:00 a.m. to 5:00 p.m. except Saturdays, Sundays and statutory holidays in Québec;
- “CLIENT”: means the organisation, establishment or professional having subscribed to one of the packages offered by BRAVER, including in particular the PLATFORM, and having been granted one or more PROFILES for the use of the SERVICES;
- “FREEMIUM SERVICE”: has the meaning set forth in the preamble;
- “INDEMNIFIED PARTIES”: has the meaning set forth in Section 8.2;
- “PARTIES” and “PARTY”: have the meaning set forth in Section 2;
- “PATIENT”: means the citizen whose data is imported by the CLIENT into a PATIENT FILE in order to take advantage of the SERVICES;
- “PATIENT FILE”: means the electronic directory accessible via one or more PROFILE(S) within which the CLIENT imports and/or produces the PATIENT’s personal data and/or information in order to take advantage of the SERVICES and made accessible by the CLIENT to all or part of the various categories of USERS depending on the offer subscribed to by the CLIENT and the licenses proposed by the CLIENT;
- “PIPEDA”: has the meaning set forth in Section 5.1;
- “PLATFORM”: means the platform made available by BRAVER as well as all its graphic, sound, visual, software and textual components. The PLATFORM is the exclusive property of BRAVER. It is accessible at https://braver.health/;
- “PREMIUM SERVICES” has the meaning set forth in the preamble;
- “PROFILE”: means the management interface made available to the CLIENT by BRAVER. Through the PROFILE, the CLIENT can personalize the information concerning them, define the management and access rights to the PATIENT FILES and security levels for the creation of PATIENT FILES, their modification, their publication, etc.;
- “SERVICES”: has the meaning set forth in the preamble. The SERVICES are detailed in Section 4 of these GTU; and
- “USERS”: means all categories of users of the PLATFORM. Thus, CLIENTS, their agents and/or employees are considered USERS.
SECTION 2. PURPOSE OF THE GTU - CONTRACTUAL DOCUMENTS
The purpose of these GTUs, concluded between BRAVER and the CLIENT (hereinafter collectively referred to as the “PARTIES” and individually a “PARTY”, is to govern the general rights and obligations of the PARTIES when using all the SERVICES offered via the PLATFORM. They form the common basis of the contractual relationship and are supplemented by the General Terms and Conditions of Service (the “GTCS”), which can be accessed at https://brvr.io/cgs, governing the use by CLIENTS of the SERVICES associated with the paid services offered by BRAVER, where applicable.
SECTION 3: CONDITIONS OF ACCESS AND REGISTRATION
Each USER may access its PROFILE, consult its PATIENT FILES and collaborate with other USERS in accordance with Sections 5 and 6.
The USER desiring to become a CLIENT is invited to follow the registration procedure defined below.
- Registration on the PLATFORM is, in principle, open to any legal entity and to any natural person, capable and of age, having been invited by BRAVER and/or by a USER capable of attesting to the identity and profession of its guest; and
- However, BRAVER reserves the discretionary right to refuse a registration if the CLIENT’s activity contravenes to the image of the PLATFORM, and so, without engaging the responsibility of BRAVER in any way whatsoever.
3.1. Registration Procedure.
USERS who wish to open an account must first:
- fill in a registration form on the APPLICATIONS. The USER, who becomes a CLIENT when BRAVER validates its account opening, warrants that the data he communicates is accurate, sincere and true. Any modification of its situation must be the object of an update by the CLIENT of its data in the PROFILE. In the event that the CLIENT provides inaccurate, insufficient or outdated information, BRAVER may immediately, without notice or compensation, suspend or terminate the CLIENT’s account.
3.2 Management of Identifiers
BRAVER informs the USER, who has become a CLIENT, of the acceptance of its registration following the control of an administrator by sending a confirmation email to the address given during the registration process. This address constitutes the CLIENT’s identifier, the CLIENT must also choose a password.
CLIENT shall be solely responsible for the use of its identifiers by third parties or actions taken through its account, whether fraudulent, otherwise illegal or not.
In the event that a CLIENT discloses or uses these elements in a manner contrary to their intended purpose, BRAVER may terminate the account without prior notice or compensation. The CLIENT indemnify, defend and hold harmless BRAVER in full against any request, reproach or cause of action in this respect.
BRAVER will not, in any case, be responsible in the event of usurpation of the identity of a CLIENT. Any access and action carried out from a CLIENT’s account will be deemed to be carried out by this CLIENT, to the extent that BRAVER is not required to and does not have the technical means to ensure the identity of the persons having access to the PLATFORM and the SERVICES. BRAVER will, however, verify whether the device used has been authorized and identified by the CLIENT who holds the account and whether the connection was made using compliant two-factor authentication.
Any loss, misappropriation or unauthorized use of a CLIENT’s identifiers and their consequences are the sole responsibility of the CLIENT, who must notify BRAVER without delay by email to the following address: firstname.lastname@example.org.
3.3 Login and Account Settings
By logging into its PROFILE, the CLIENT will be able to:
- change its password and identifier;
- access all of its personal information; and
- access the different features of the PROFILE.
3.4. Using the PROFILE from the Account
Via its PROFILE, the CLIENT will be able to:
- initiate collaboration with other USER(S) to discuss common PATIENT(S).
- create, modify, and initiate collaboration on PATIENT FILES;
- build its own network of contacts on the PLATFORM, if the CLIENT is a health care professional;
- designate trusted contacts;
- modify its personal information;
- change its password;
- request technical assistance; and
- export the contents of a PATIENT folder(s) for use outside the PLATFORM.
The CLIENT can close its account at any time via the “settings” section of its PROFILE or by sending an email to this effect to the address email@example.com. BRAVER will proceed as soon as possible to deactivate the account and will send the CLIENT an email confirming the closing of its account and the definitive deletion of all its elements on the PLATFORM.
Thus, it is the CLIENT’s responsibility to collect all the data the CLIENT would like to retrieve (source data files, PATIENT FILES, etc.) prior to the closing of its account.
Within thirty (30) BUSINESS DAYS from the closing of the account, BRAVER will provide the CLIENT with the following through a secure link:
- metadata files of all CLIENT folders, in JSON format;
- raw data uploaded to the PLATFORM (resources, attachments), in their original format;
- resulting CLIENT folders, in JSON format;
- editorial content, in HTML format; and
- list and groups of USERS and their associated roles, in CSV format.
BRAVER will proceed at the same time to the definitive deletion of all its elements on the PLATFORM.
SECTION 4. DESCRIPTION OF SERVICES
4.1. SERVICES dedicated to USERS
Access to the PLATFORM is possible 24 hours a day, 7 days a week, except in the event of force majeure, technical incidents or interventions required for the proper functioning of the PLATFORM.
While browsing the PLATFORM, each USER has the possibility to:
- create its own PATIENT FILES;
- consult the PATIENT FILES it has created, as well as those to which its organization has given it access, if applicable; and
- initiate collaborations with other USERS regarding PATIENT FILES.
4.2. SERVICES dedicated to CLIENTS
The SERVICES dedicated to CLIENTS, detailed at https://braver.health/ include:
- the functionality of creating PATIENT FILES;
- the provision of the PATIENT FILES management and administration PROFILE;
- the functionality of inviting new USERS to join the PLATFORM or to collaborate on the PLATFORM; and
- The services and warranties of services proposed in the context of the paying offers subscribed to by the CLIENTS.
Specific Service Level Agreements (including details of maintenance and hosting services) may be concluded between BRAVER and the CLIENT in the context of the paying offers detailed at the time of subscription and the associated GTCS.
5.1. General obligations of USERS
When using the PLATFORM, each USER undertakes not to undermine public order and to comply with the laws and regulations in force, to respect the rights of third parties and the provisions of these GTU.
Each USER is required:
- to behave in a fair and reasonable manner towards BRAVER and third parties;
- to be honest, responsible and sincere in the information provided to BRAVER and, if applicable, to other USERS;
- to use the PLATFORM only for the purpose described in these GTU;
- not to misappropriate the purpose or otherwise use the PLATFORM to commit any breach, offence, crime, misdemeanour or contravention of the Criminal Code, R.S.C., 1985, c. C-46, any code of professional conduct, or any other law;
- to respect the privacy of third parties, PATIENTS and the confidentiality of interactions between CLIENTS, all in compliance with all applicable laws, including, but not limited to, the Personal Information Protection and Electronic Documents Act, S.C., 2000, c. 5 (“PIPEDA”) and the Act Respecting the Protection of Personal Information in the Private Sector, C.Q.L.R., c. P-39.1 (“ARPPIPS”);
- to make no attempt to divert USERS to another site or competing service;
- not to seek to undermine the automated data processing systems implemented for the operation of the PLATFORM; and
- without limiting the generality of the foregoing and other applicable legal obligations, comply with all the obligations set out in Sections 65 and 67 of the ACCESS ACT.
In compliance with the legal and regulatory provisions in force and in accordance with the laws concerning freedom of speech as well as the rights to privacy, reputation and professional secrecy, the USER undertakes not to disseminate any message or information that is:
- of a defamatory nature or otherwise prejudicial to BRAVER, its interests and/or its related persons;
- contrary to public order and morality;
- offensive, defamatory, racist, xenophobic, sexist or damaging to the honor or reputation of others;
- inciting discrimination, hatred of a person or a group of persons because of their origin or their membership or non-membership of a particular ethnic group, nation, race or religion,
- threatening a person or group of persons;
- of a pedophile nature;
- inciting to commit an offence, a crime or an act of terrorism or glorifying war crimes or crimes against humanity;
- inciting to suicide;
- allowing third parties to obtain directly or indirectly pirated software, software serial numbers, software allowing acts of piracy and intrusion into computer and telecommunications systems, viruses and other logic bombs and in general any software or other tool allowing infringement of the rights of others and the security of persons and property; or
- of a commercial nature (canvassing, soliciting, prostitution, etc.).
5.2 General obligations of the CLIENTS
In using the SERVICES, the CLIENT undertakes to:
- comply with the GTCS specific to the selected offer;
- comply with its obligations with respect to the processing of personal data, including those set forth in Section 8.2 hereof;
- comply with all deontological, ethical and/or professional obligations, as applicable, including protection of professional secrecy and consent to care;
- obtain the free and informed consent of each PATIENT before transferring and/or recording professional information about them in PATIENT FILES, or on any other device or directory directly or indirectly linked to the PLATFORM;
- obtain the free and informed consent of each PATIENT before proceeding with the sharing of professional information concerning them in collaborations with other USERS, or on any other device or directory linked directly or indirectly to the PLATFORM;
- comply, within a reasonable time frame, with any request from a PATIENT to obtain and/or transfer a copy of the PATIENT’S FILE(S) to the entity designated by the PATIENT;
- not to infringe the rights of PATIENTS and/or third parties and in particular the intellectual property rights of third parties when creating, distributing or manipulating PATIENT FILES created from the account opened on the PLATFORM;
- cooperate with BRAVER on all matters related to the SERVICES;
- authorize BRAVER to give testimonials, the content and modalities of presentation of which shall be defined in consultation between the PARTIES;
- where applicable, follow any training program recommended by BRAVER before using the SERVICES made available to it and in particular the tutorial accessible directly online from the PROFILE.
Notwithstanding any other mention that may be interpreted to the contrary, the CLIENT uses the PLATFORM and the SERVICES under its entire and exclusive responsibility. In particular, the CLIENT is solely responsible for the PATIENT FILES created and the collaborations initiated via the PLATFORM and for its relations with the PATIENTS, BRAVER having, in this context, the role of a mere technical intermediary.
SECTION 6. LIABILITY
6.1. General principles
The USER is solely responsible for its use of the PATIENT FILES and more generally for any content exchanged on the PLATFORM. Except in the case of gross negligence or when otherwise provided for by law, BRAVER shall not be held liable for any damage caused by the use of all or part of the PATIENT FILES or content exchanged on the PLATFORM.
The same applies to the PATIENT FILES accessible via the CLIENTS’ PROFILE. The contact to any third-party site, accessible by hypertext link, or managed by the CLIENTS, to which the USERS can access via the PLATFORM is carried out at the USERS’ own risk and shall in no case be considered as being under the responsibility of BRAVER.
In any case, the source of the PATIENT FILES and other content exchanged on the PLATFORM is given to the USER by BRAVER, which shall not be held responsible for content of which it is not the author.
Subject to the mandatory provisions of the law, BRAVER also declines any form of liability in case of:
- abnormal use or illicit exploitation of the PLATFORM;
- use of the PLATFORM that does not comply with and is not provided for in these GTU;
- temporary impossibility to access the PLATFORM due to technical maintenance operations or interruptions linked to the nature of the Internet network independent of BRAVER;
- virus attacks;
- incomplete, outdated or erroneous PATIENT FILES shared by a CLIENT;
- a CLIENT’s default in its relationship with a PATIENT(S); or
- inadequacy of the SERVICES with the computer hardware and software used by the USER, whose compatibility is the USER’s sole responsibility.
It is expressly agreed between the PARTIES that BRAVER is subject to a general obligation of means and that it is not bound by any obligation of result or reinforced means of any kind.
In general, BRAVER does not warrant that the use of the PLATFORM and the SERVICES will generate an increase in turnover or provide an observable or non-observable gain in efficiency and/or any optimization of the CLIENT’s activities.
The USER may engage BRAVER’s liability if it has previously notified BRAVER by registered letter with acknowledgement of receipt of the alleged breach and if BRAVER has not replied within thirty (30) days of receipt of this formal notice. In any event, BRAVER’s liability may only be sought in the event of a proven fault.
Furthermore, due to the nature of the Internet network (interconnection of a multitude of independent parties), no one can warrant the overall functioning of the networks from end to end. BRAVER cannot therefore be held responsible for any prejudice not directly caused by it.
Under no circumstances shall BRAVER be held liable, regardless of the type of action brought, for any indirect damage of any kind, such as, but not limited to, any financial or commercial loss, loss of profit, commercial disturbance, loss of earnings, physical injury suffered by a PATIENT or a third party, or any action brought by a PATIENT or a third party against the USER, as well as the consequences of such action, arising from or in connection with the present agreement or its execution. The USER shall be solely liable for any direct or indirect, material or immaterial damage caused by itself or one of its employees to BRAVER or to third parties as a result of its use of the PLATFORM and the associated SERVICES.
It is expressly agreed between the PARTIES that the provisions of this Section shall continue to apply even in the event of termination of this agreement by a final court decision.
6.2. Origin of the PATIENT FILES
USERS acknowledge that BRAVER does not warrant the validity, completeness or timeliness of the PATIENT FILES or other content exchanged by CLIENTS on the PLATFORM.
Only CLIENTS are responsible for the PATIENT FILES, content and services that they offer directly to PATIENTS via the PLATFORM and its SERVICES.
SECTION 7. INTELLECTUAL PROPERTY
The USER acknowledges that the PLATFORM and all its components are the exclusive property of BRAVER.
With the exception of the data entered or exchanged by the CLIENTS, the brands, logos, slogans, graphics, photographs, animations, videos, software, databases and texts created, published or registered by BRAVER are the exclusive property of BRAVER and therefore cannot be reproduced, used or represented without prior express authorization, under penalty of legal proceedings.
As such, the USER covenants:
- not to use the names reasonably attributable to BRAVER in its public, advertising or promotional campaigns without the prior written consent of BRAVER;
- not to maintain any confusion with BRAVER in the context of its advertising campaigns and/or promotional announcements; and
- not to adapt, correct, modify or reproduce in whole or in part the PLATFORM and the associated SERVICES.
Any total or partial representation of the PLATFORM or its components, by whatever means, without the prior express authorization of BRAVER or, where applicable, of the CLIENTS and PATIENTS regarding the PATIENT FILES exchanged by them, is prohibited and shall constitute an infringement within the meaning of the Copyright Act, R.S.C., 1985, c. C-42.
In addition, BRAVER expressly prohibits:
- the extraction, by permanent or temporary transfer of the whole or of a qualitatively or quantitatively substantial part of the content of the PLATFORM, by any means and in any form whatsoever; provided that the author of this extraction intervenes outside a license granted by BRAVER or its CLIENTS; and
- the reuse, by making available to the public or to a third party, of the whole or of a qualitatively or quantitatively substantial part of the PLATFORM, whatever the form, as soon as the author of this reuse intervenes outside of a license granted by BRAVER or its CLIENTS, notably, but without limiting the generality of the foregoing, for the purposes of analysis, algorithmic training or other processes related to data science and machine learning.
SECTION 8. PROTECTION OF PERSONAL DATA
Each of the PARTIES warrants to the other PARTY that it will comply with all legal and regulatory obligations applicable to its role in the protection of personal data.
8.1. Concerning the treatments carried out by BRAVER
Within the framework of the operation of the PLATFORM, BRAVER is likely to collect personal data.
This data is necessary for the management of the PLATFORM and will be processed in accordance with the purposes for which it was collected.
It is reminded that the USER whose personal data is processed has the right to access, rectify and object to the processing of its personal data, in accordance with the PIPEDA and the ARPPIPS. These rights may be exercised, in accordance with the law, by simple request by email to the address firstname.lastname@example.org, by paper mail to the address of BRAVER’s head office, providing proof of identity and a legitimate reason, when required by law.
8.2. Concerning the treatments carried out by the USER
In case of processing of personal data implemented by the USER from its PROFILE, BRAVER will act as a mere technical intermediary.
It is therefore expressly agreed between the PARTIES that BRAVER:
- will not perform any data processing operation unless instructed by the USER and, if so, will always remain under the full and exclusive responsibility of the USER; and
- will implement reasonable means to ensure the security and confidentiality of personal data entrusted to it.
- each personal information collected is intended for a specific use and that this use is related to the SERVICES offered to the PATIENT;
- each piece of personal information is used for a purpose previously authorized by the PATIENT;
- each PATIENT FILE is created or maintained for a purpose previously authorized by the PATIENT;
- the personal information collected is essential to the provision of services to the PATIENT;
- personal information is only collected when the purpose for which it is collected cannot be achieved without obtaining the personal information;
- actions, decisions or recommendations resulting from the personal information collected are documented, readily available and communicated to the PATIENT;
- the amount of personal information to be collected is reduced until it can no longer be collected without compromising the purpose of the PATIENT FILE containing it; and
- personal information is retained only as long as necessary for the fulfillment of the services provided to the PATIENT, except as otherwise required by law.
USER agrees to indemnify, defend and hold harmless BRAVER, its managers, directors, officers, employees and agents (the “INDEMNIFIED PARTIES”) from and against any and all claims, suits, actions or judgments against any INDEMNIFIED PARTIES related to any third party claim (including, without limitation, claims by governmental agencies and PATIENTS) arising out of (i) any violation of applicable law by USER; and (ii) any violation hereof, in each case, in connection with USER’s use of the PLATFORM.
SECTION 9. FORCE MAJEURE
BRAVER shall not be held responsible, or considered as having failed to comply with these GTU, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the courts and tribunals of the Province of Québec, including in particular in the event of an attack by computer hackers, the unavailability of materials, supplies, spare parts, personal equipment or others; and the interruption, suspension, reduction or disruption of electricity or others or any interruption of electronic communication networks.
SECTION 10. GENERAL PROVISIONS
10.1. BRAVER reserves the right to update and modify these GTU at any time, it being specified that the GTU in force are those published on the PLATFORM at the time of access to the PLATFORM and browsing by the USER.
10.2. No indication or document may give rise to any obligation not included in these GTU, unless it is the subject of a new agreement between the PARTIES.
10.3. The PARTIES further declare that these GTU may in no case be considered as an act constituting a legal person or any other legal entity, and that any form of “affectio societatis” is formally excluded from their relationship.
10.4. The failure of either one of the PARTIES to require the application of any provision of these GTU, either permanently or temporarily, shall not be deemed a waiver of such provision.
10.5. In case of difficulty of interpretation between any of the titles appearing at the head of the Sections, and any of the Sections, the titles will be declared non-existent.
10.6 If any of the provisions of these GTU should be invalid under a legislative or regulatory provision in force and/or a court decision having the force of res judicata, it shall be deemed unwritten, but shall not affect the validity of the other provisions which shall remain fully applicable.
10.7 The PARTIES agree that in the event of a discrepancy or a conflict between the French and the English version of these GTU the French version shall prevail for purposes of its interpretation, performance and enforcement.
ARTICLE 11. APPLICABLE LAW AND CHOICE OF COURT
Any controversy or claim arising out of or relating to these GTU or its breach shall be brought before the District Court of Québec having subject matter jurisdiction under the applicable laws of the Province of Québec.