TERMS OF SERVICE
Framework Consulting Corp. d/b/a MyMedPro.io
Effective Date: June 17, 2025
These Terms of Service ("Terms") govern your access to and use of the MyMedPro.io website, platform, APIs, and related services (collectively, the "Services") provided by Framework Consulting Corp., a corporation incorporated under the laws of British Columbia, Canada, doing business as MyMedPro.io ("we," "us," "our," "Company").
By registering for or using the Services, you ("Client," "you," "your") agree to these Terms. If you do not agree, do not use the Services.
1. DEFINITIONS
1.1 "Agreement"
means these Terms of Service, together with any Order Form, Privacy Policy, Business Associate Agreement (BAA), Data Processing Agreement (DPA), and other applicable policies.
1.2 "Client"
means the healthcare provider (e.g., dental, chiropractic, physiotherapy practice) or healthcare organization that registers for or uses the Services.
1.3 "User"
means any individual authorized by Client to use the Services under Client's Account.
1.4 "Patient Data"
means all personal information, health information, and contact information about patients that Client uploads, collects, processes, or transmits via the Services.
1.5 "Confidential Information"
means non-public business, technical, or personal information disclosed by one party to the other.
1.6 "Order Form"
means the subscription agreement, statement of work, or other ordering document that specifies the Services to be provided.
2. COMPANY INFORMATION
Legal Entity:
Framework Consulting Corp.
Business Name:
MyMedPro.io
Jurisdiction:
British Columbia, Canada
Business Address:
2302-1277 Melville Street, Vancouver, BC, V6E 0A4
Contact:
[email protected]
3. ELIGIBILITY & REGISTRATION
3.1 Eligibility
You must be:
A duly licensed healthcare provider in the United States or Canada
Legally authorized to enter into this Agreement
In compliance with all applicable healthcare and privacy laws
3.2 Registration Requirements
You agree to:
Provide accurate, current, and complete information during registration
Maintain and update your information promptly
Be responsible for all activity under your Account
Maintain the security and confidentiality of your login credentials
3.3 Account Verification
We may verify your professional credentials and licensing status before activating your Account.
4. SCOPE OF SERVICES
4.1 AI-Powered Healthcare Communication Services
We provide:
Call Answering: AI-driven patient call handling and message taking
Appointment Scheduling: Automated booking, confirmation, and rescheduling
Patient Communication: Reminders, follow-ups, and general inquiries
Analytics and Reporting: Performance metrics and patient communication insights
Lead Capture: New patient inquiry management and conversion
4.2 Service Limitations
We do
NOT
provide:
Medical advice, diagnosis, or treatment recommendations
Clinical decision support or medical interpretation
Emergency response or medical triage services
Prescription management or medication advice
Services requiring clinical judgment or medical expertise
4.3 Client Responsibilities
Clinical decisions, medical advice, and patient care remain your sole responsibility.
5. PRIVACY AND COMPLIANCE
5.1 Business Associate Status
For US Clients:
Framework Consulting Corp. operates as a Business Associate under HIPAA. A signed Business Associate Agreement (BAA) is required before processing any Protected Health Information (PHI).
For Canadian Clients:
Framework Consulting Corp. operates as a Data Processor under PIPEDA and provincial health privacy laws. A signed Data Processing Agreement (DPA) is required before processing any personal health information.
5.2 Compliance Requirements
You warrant that you:
Have obtained all necessary consents under applicable privacy laws (HIPAA, PIPEDA, PHIPA, HIA, etc.)
Will use the Services in compliance with all healthcare and privacy regulations
Will maintain appropriate privacy notices and consent procedures
Have the legal authority to share Patient Data with us as your service provider
5.3 Data Processing Locations
Important Disclosure:
Patient Data may be processed in:
Canada: Primary data storage and processing
United States: Secondary processing through subprocessors (AWS, Twilio)
Other Locations: As disclosed in our Privacy Policy and DPA/BAA
By using the Services, you consent to cross-border data processing with appropriate safeguards.
6. LICENSE GRANT & RESTRICTIONS
6.1 License to Use Services
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal healthcare operations.
6.2 Use Restrictions
You may not:
Reverse-engineer, decompile, or disassemble any part of the Services
Use the Services to develop competing products or services
Sublicense, distribute, or resell the Services
Access the Services through automated means except as expressly permitted
Use the Services for any illegal or unauthorized purpose
Attempt to gain unauthorized access to our systems or other users' data
6.3 Acceptable Use
You will:
Use the Services only for legitimate healthcare communication purposes
Comply with all applicable laws and professional standards
Respect the rights and privacy of patients and third parties
Maintain appropriate cybersecurity measures
7. CLIENT OBLIGATIONS
7.1 Data Accuracy and Consent
You warrant that you:
Have all necessary rights and consents to provide Patient Data to us
Will ensure the accuracy and completeness of all data provided
Will promptly notify us of any consent withdrawals or data corrections needed
Have implemented appropriate privacy and security measures
7.2 Regulatory Compliance
You will:
Maintain all required healthcare licenses and certifications
Comply with federal, provincial/state, and local healthcare laws
Maintain appropriate professional liability insurance
Report any suspected privacy breaches to us immediately
7.3 Account Security
You are responsible for:
Safeguarding your account credentials and access
All activity that occurs under your Account
Immediately notifying us of any unauthorized access or security incidentsI
mplementing appropriate user access controls for your staff
8. FEES, TAXES & PAYMENT
8.1 Subscription Fees
Fees are specified in your Order Form and may be in USD or CAD
Subscription fees are due in advance on a monthly or annual basis
All fees are non-refundable except as required by law or as expressly stated herein
8.2 Payment Terms
Payments are due within 30 days of invoice date
We accept payment by credit card, bank transfer, or other approved methods
You authorize us to charge your selected payment method automatically for recurring fees
8.3 Late Payment and Suspension
Overdue amounts accrue interest at 1.5% per month or the highest rate permitted by law
We may suspend Services immediately for non-payment
You remain liable for all fees during any suspension period
8.4 Price Changes
We may increase fees with 60 days' written notice
Price increases apply to renewal terms, not current subscription periods
You may terminate if you do not agree to fee increases
8.5 Taxes
You are responsible for all applicable taxes, including sales tax, VAT, GST/HST, and other governmental charges.
9. TERM & TERMINATION
9.1 Initial Term and Renewals
The initial term begins on your first use of the Services
Subscriptions automatically renew for successive periods unless terminated
Either party may terminate at the end of any subscription period with 30 days' notice
9.2 Termination for Convenience
Either party may terminate this Agreement:
With 30 days' written notice for any reason
Effective at the end of the then-current subscription period
Without penalty or further obligation except for fees already due
9.3 Termination for Cause
We may terminate immediately upon:
Your material breach of this Agreement
Suspected fraud or misuse of the Services
Loss of required healthcare licenses or certifications
Violation of applicable laws or professional standards
Non-payment after 30 days' notice
9.4 Effect of Termination
Upon termination:
Your access to the Services will cease immediately
You remain liable for all fees accrued through the termination date
We will return or destroy your Patient Data as specified in our Privacy Policy and DPA/BAAAll provisions that by their nature should survive will continue in effect
10. INTELLECTUAL PROPERTY
10.1 Our Intellectual Property
All rights, title, and interest in the Services, including software, algorithms, trademarks, copyrights, and documentation, remain our exclusive property.
10.2 Client Data Ownership
You retain all ownership rights in Patient Data and other information you provide to us. We process such data solely to provide the Services as set forth in this Agreement and our Privacy Policy.
10.3 Feedback and Suggestions
Any feedback, suggestions, or improvements you provide regarding the Services may be used by us without compensation or attribution.
11. CONFIDENTIALITY & DATA SECURITY
11.1 Mutual Confidentiality
Each party will:
Protect the other party's Confidential Information with the same care used for its own confidential information, but no less than reasonable care
Use Confidential Information solely for the purposes of this Agreement
Not disclose Confidential Information to third parties without prior written consent
11.2 Security Measures
We maintain administrative, physical, and technical safeguards designed to:
Protect the confidentiality, integrity, and availability of Patient Data
Comply with HIPAA Security Rule and PIPEDA requirements
Prevent unauthorized access, use, or disclosure
Ensure appropriate data backup and recovery capabilities
11.3 Security Incident Response
We will:
Promptly notify you of any security incidents affecting your data
Cooperate in investigating and responding to security incidents
Implement appropriate remedial measures
12. REPRESENTATIONS & WARRANTIES
12.1 Mutual Representations
Each party represents and warrants that:
It has the legal authority to enter into this Agreement
The execution and performance of this Agreement will not violate any other agreements
It will comply with all applicable laws and regulations
12.2 Client Representations
You additionally represent and warrant that:
You are a licensed healthcare provider in good standing
You have all necessary rights and consents to provide Patient Data to us
Your use of the Services complies with all applicable healthcare and privacy laws
12.3 Our Representations
We represent and warrant that:
We will provide the Services in a professional manner consistent with industry standards
We will maintain appropriate security measures for Patient Data
We will comply with our obligations under applicable privacy laws
13. DISCLAIMERS
THE SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENTWARRANTIES REGARDING UNINTERRUPTED OR ERROR-FREE OPERATIONWARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF CONTENTWARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS
14. LIMITATION OF LIABILITY
14.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR:
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGESLOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIESLOSS OF DATA OR INTERRUPTION OF BUSINESSCOST OF SUBSTITUTE PRODUCTS OR SERVICES
14.2 Liability Cap
OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14.3 Essential Purpose
These limitations are fundamental elements of the basis of the bargain between the parties.
15. INDEMNIFICATION
15.1 Client Indemnification
You will indemnify, defend, and hold harmless Framework Consulting Corp. and its officers, directors, employees, and agents from and against any third-party claims arising from:
Your breach of this Agreement or violation of applicable law
Your negligence or willful misconduct in using the Services
Your violation of healthcare or privacy laws in connection with Patient Data
Claims that your data or use of the Services infringes third-party rights
15.2 Our Indemnification
We will indemnify you against third-party claims that the Services, when used as authorized under this Agreement, infringe any patent, copyright, or trademark.
15.3 Indemnification Process
The indemnifying party's obligations are conditioned on:
Prompt written notice of the claim
Sole control of the defense and settlement
Reasonable cooperation from the indemnified party
16. FORCE MAJEURE
Neither party will be liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, wars, terrorist attacks, epidemics, government actions, or internet service provider failures.
17. GOVERNING LAW & DISPUTE RESOLUTION
17.1 Governing Law
For Canadian Clients:
This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to conflict of laws principles.
For US Clients:
This Agreement is governed by the laws of the State of California, USA, except where mandatory state laws apply (e.g., state privacy laws).
17.2 Dispute Resolution
For Canadian Clients:
Disputes will be resolved through binding arbitration in Vancouver, British Columbia, under the British Columbia Arbitration Act.
For US Clients:
Disputes will be resolved through binding arbitration in San Francisco, California, under the Commercial Arbitration Rules of the American Arbitration Association.
17.3 Arbitration Procedures
One arbitrator will be selected by mutual agreement or appointed by the arbitration authority
Arbitration proceedings will be confidential
The prevailing party may recover reasonable attorneys' fees
Judgment on any award may be entered in any court of competent jurisdiction
17.4 Emergency Relief
Either party may seek emergency injunctive relief in any court of competent jurisdiction to protect its rights pending arbitration.
18. GENERAL PROVISIONS
18.1 Assignment
You may not assign your rights under this Agreement without our prior written consent. We may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.
18.2 Amendment and Waiver
This Agreement may only be amended by written agreement signed by both parties
No waiver of any provision is effective unless in writing
Waiver of any breach does not waive future breaches
18.3 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
18.4 Notices
All notices must be in writing and delivered to:
To Client: The email address associated with your Account
To Us: [email protected]
Notices are effective upon receipt.
18.5 Relationship of Parties
The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.
18.6 Entire Agreement
This Agreement, together with the Order Form, Privacy Policy, and applicable DPA/BAA, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals.
18.7 Language
This Agreement may be executed in English or French. If there is any conflict between versions, the English version will control.
19. MEDICAL AND PROFESSIONAL DISCLAIMER
IMPORTANT:
The Services are administrative communication tools only. They do not:
Provide medical advice, diagnosis, or treatment
Replace professional medical judgment or clinical decision-making
Constitute the practice of medicine or provision of healthcare services
Create a doctor-patient relationship between us and your patients
You remain solely responsible for all clinical decisions, medical advice, and patient care. Always consult appropriate medical professionals for health-related decisions.
20. EMERGENCY SERVICES DISCLAIMER
CRITICAL NOTICE:
The Services are not designed for medical emergencies. Patients should be clearly informed to:
Call 911 (US) or appropriate emergency services for medical emergencies.
Contact your practice directly for urgent medical matters.
Not rely on the Services for time-sensitive medical communications
We are not responsible for any delays in emergency communications or adverse outcomes resulting from emergency situations.
Contact Information:
Last Updated:
May 17, 2025
Version:
1.1