Acceptance of Terms
These terms and conditions of use (the "T&Cs") govern your access to and use of the Services, and constitute a legally binding agreement between you and Lime Health. By clicking a box indicating your acceptance, creating an Account, or accessing or using our Services, you confirm that you have read, understand, and agree to be bound by all of these T&Cs and any additional terms, rules, and conditions issued by Lime Health from time to time. These T&Cs become effective as of the date you open an Account. If you do not agree or are unable to fulfill the obligations described in these T&Cs, please do not use our Services.
Lime Health may make changes to the T&Cs from time to time. Changes will be communicated by posting the revised T&Cs on this page, along with the date of the last revision. These updates are effective upon publication and become enforceable thirty (30) days after they are posted. You will be informed of such changes and, by continuing to access or use the Services after receiving this notification, you acknowledge and agree to the modified terms.
You represent to Lime Health that you are legally able to enter into these T&Cs. Access to the Services in violation of local laws is at your own risk. You will comply with these T&Cs and all applicable laws.
DEFINITIONS
"Improvement" means modifications, improvements, developments, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations;
"Client" means an individual or healthcare facility for which access to the Services has been enabled;
"Account" means an account within the Platform dedicated to you for accessing and using the Services;
"Content" means, without limitation, any information, code, data, functionality, website design, text, software, music, audio content, photograph, graphic, video, message, tag and/or other material;
"Documentation" means all manuals, instructions, or other documents or materials that Lime Santé may provide to you or make available to you, in any form or medium, describing the functionality, components, features, requirements, or fees related to the Services. Documentation does not include content posted in user or community forums;
"Personal Data" means any Client Data containing information about an identifiable person;
"Client Data" means all data, in any form, including but not limited to text data, audio files, or others, that is entered, transmitted, provided, or stored by the Client or on its behalf in the Services. To the extent this Content is stored in or transferred to the Platform, this Content will be considered Client Data;
"Intellectual Property Rights" means all patents, rights in inventions, utility models, copyrights and related rights, trademarks, service marks, trade names, business names and domain names, goodwill or rights to sue for passing off, rights to prevent unfair competition, rights in designs, rights in software, rights in databases, rights in topographies, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered, including all applications, renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, and all claims for damages arising from past, present, or future infringements of the foregoing, with the right, but not the obligation, to pursue legal action and collect such damages for said use or infringement of these rights;
"Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party") either orally or in writing, that is designated as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of the disclosure, including but not limited to the terms and conditions of these general conditions and services. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known by the Receiving Party before disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party;
"Aggregated Statistical Information" has the meaning assigned to it in paragraph 8.1;
"Lime Health" means Lime Health Inc.;
"Large language models" means any large language model developed by a third party and used by Lime Health in the provision of Services;
"Parties" collectively means Lime Santé and the Client, and "Party" means either one individually;
"Platform" means the PREMs and PROMs platform developed and published by Lime Health, which is available via its website as well as all its graphical, audio, visual, software, and textual components;
"Privacy Policy" means the Platform’s privacy policy available at the following address https://www.lime.health/en/security-privacy;
"Feedback" has the meaning assigned to it in paragraph 8.3;
"Services" means all functionalities made available by Lime Santé through the Platform; and
"You, your" means the Client.
SERVICES
Use and Access to Services
Subject to compliance with these T&Cs, Lime Health grants the Client a worldwide, non-exclusive, non-transferable and non-sublicensable license to use the Services and to use the Platform on any compatible device owned or controlled by the Client, and in accordance with applicable Documentation.
Application of T&Cs
The applicable period of these T&Cs begins on the date you accept them and continues until your use of the Services is terminated in accordance with these T&Cs.
Updates
You acknowledge and agree that technology is constantly evolving and Lime Health reserves the right to update the Services from time to time, with or without notice. These updates may include bug fixes, patches, version upgrades, or functional or technical modifications to the Services. Lime Health may, at its discretion, suspend your access to or use of the Services for planned maintenance or to address urgent security issues. Lime Santé reserves the right to limit, suspend, or withdraw at any time and without notice any or all features of the Platform and Services, without any right to compensation or remedy for the Client.
From time to time, Services may be unavailable for short periods due to maintenance, updates, or force majeure events. While Lime Health strives to make such unavailability as brief as possible, Lime Health is not liable for any loss or damage, pecuniary or otherwise, resulting from Service interruptions, and disclaims any liability in this regard.
Fees
Payment terms and Software pricing will be specified in the individual contract between Lime and the client. You agree to pay fees as stated in the contract and according to the agreed payment schedule. All payments are non-refundable, unless otherwise specified in the contract.
Conduct
Usage Restrictions
You agree to be solely responsible for your conduct in connection with the Services, your use of the Services and Documentation resulting from the access provided to you, directly or indirectly, whether such access or use is authorized or in violation of these T&Cs. Any unauthorized use of the Services may result in the termination of your rights to use the Services in accordance with paragraph 10.2. You agree to comply with these T&Cs and not to (and not to attempt to) directly or indirectly, alone or with another party:
a) license, sublicense, sell, rent, transfer, grant, distribute, share or allow any third party to use rights or commercially exploit the Services and Documentation in any form to another party;
b) use the Services or Documentation in a manner that would violate the T&Cs;
c) bypass measures used to prevent or limit access to any service, area, or code of the Services;
d) reverse engineer, decompile, disassemble or attempt to discover source code, object code or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent such restriction is prohibited by applicable law);
f) use the Services in a way that violates or attempts to circumvent applicable law or disrupt public order;
g) use the Services in a manner that infringes on third-party Intellectual Property Rights;
h) access or use the Services after Lime Health has terminated the T&Cs with you;
i) upload, introduce, or use the Services to distribute any virus or other malicious code, or transmit large amounts of data in a way that may have an adverse effect on the Services;
j) use the Services in a way that could interfere with, disrupt, negatively affect, or prevent other clients of Lime Health from fully enjoying the Services, or that could damage, disable, overload, or compromise the operation of the Services in any way; or
k) copy, reproduce, aggregate, republish, download, post, publicly display, encode, translate, transmit, distribute, sell, license, sublicense, or otherwise exploit or use the Services and Documentation of Lime Health, including all Lime Health Intellectual Property Rights, for any purpose.
Responsible use and public distribution
The Client agrees to use the Services and generated Results responsibly and not to use them in any way that is illegal, defamatory, or that infringes on the privacy, reputation, or rights of a third party, including the healthcare professional concerned. As such, the Client specifically agrees not to publicly distribute generated Results, in whole or in part, on publicly accessible platforms such as social networks or forums, with the intent to harm, ridicule, or denigrate others.
Confidentiality
The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these T&Cs, except with prior written authorization from the Disclosing Party. The Receiving Party agrees to protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of the same nature (but in no event exercising less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it must provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in violation of the confidentiality protections in these terms, the Disclosing Party has the right, in addition to any other remedies available, to seek injunctive relief to prevent such acts, with the Parties specifically acknowledging that any other available remedy may be inadequate.
Data and Intellectual Property
Intellectual Property and Content
You acknowledge and agree that Lime Health holds all rights, titles, and interests, including intellectual property rights, in and to the Software, Services, their Content, Documentation, and any improvement, evolution, or development made by or on behalf of Lime Health under these T&Cs. The Services, Content, and Documentation are made available, not sold. Except as expressly provided herein, no rights or licenses are granted to you for or in these intellectual property rights (whether registered or not). All such items are protected by applicable intellectual property laws. You agree not to remove, alter, or obscure any intellectual property notices incorporated into the Services, Content, or Documentation.
User Data
You retain exclusive ownership of the data you upload or enter in the Software. By using the Software, you grant Lime Health a limited, non-exclusive, worldwide, and revocable license to use, modify and process your data only as necessary to deliver and improve the Services, in compliance with applicable privacy and confidentiality laws and standards.
Feedback
If you choose to share suggestions, ideas, or recommendations intended to improve the Services (“Feedback”), you acknowledge and agree that Lime Health shall be the sole owner of all rights, titles, and interests in said Feedback, without limitation on use. You hereby irrevocably assign to Lime Health all rights, titles, and interests in Feedback and waive in favor of Lime Health, its successors, and assigns, all your moral rights relating thereto. You further agree to provide Lime Health with reasonable assistance in documenting, perfecting, and maintaining these rights. You acknowledge that the transmission of any Feedback to Lime Santé is provided free of charge and does not grant you any right to compensation, indemnity, or reimbursement under any circumstances.
Third Party Content and External Links
The Software may display or provide access to content owned by third parties. The entity making such content available remains solely responsible for it. Lime Health makes no representation or warranty as to having reviewed such third-party content or the accuracy of the information it contains. You are solely responsible for the content you enter, share, or distribute via the Software, and you must ensure you have all rights and authorizations necessary to do so. Lime Health assumes no responsibility for client or user actions regarding their content, including public distribution. Subject to applicable laws, Lime Health is not responsible for its clients’ content, their users, or any other third-party content or materials, nor for any loss or damages that may arise from their use. However, Lime Health reserves the right, in accordance with applicable law, to modify, restrict access to, remove, or refuse to display any content that it determines violates the law or these Terms of Use, though it does not have any obligation to monitor or proactively review content entered or distributed via the Software.
In addition, the Services may contain links to other websites or services operated by third parties. When you access these external resources, you do so at your own risk. Lime Health assumes no responsibility for your use of these websites or services, including the protection of your privacy. Lime Santé makes no representations or warranties about the content, products, or services accessible via these links, or about the practices of the third parties operating them.
Disclaimer of Warranties
RISKS
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LIME SANTÉ EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. LIME SANTÉ MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM THE SERVICES OR ACCESSED THROUGH THEM IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING BUT NOT LIMITED TO YOUR COMPUTER SYSTEM AND ANY DEVICE USED TO ACCESS THE SERVICES, OR ANY OTHER LOSS ARISING FROM ACCESS TO SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. LIME SANTÉ MAKES NO WARRANTY, REPRESENTATION OR CONDITION REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO THEIR QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LIME SANTÉ OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET OUT HEREIN.
Limitation of Liability
Disclaimer of Liability
TO THE EXTENT PERMITTED BY LAW, LIME HEALTH SHALL NOT BE HELD LIABLE FOR ANY FAILURE TO COMPLY WITH ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THESE TERMS IF SUCH FAILURE IS DUE, IN WHOLE OR IN PART, TO: (i) THE CLIENT'S FAILURE TO USE ANY BUG FIX, CORRECTION, PATCH, UPDATE, ENHANCEMENT OR NEW OR CORRECTED VERSION OF THE SERVICES OR DOCUMENTATION MADE AVAILABLE BY LIME HEALTH; (ii) THE CLIENT'S USE OF THE SERVICES FOR ANY PURPOSE OTHER THAN AS AUTHORIZED IN THESE T&CS; (iii) THE CLIENT'S USE OF THE SERVICES IN COMBINATION WITH OTHER SOFTWARE, DATA OR PRODUCTS THAT ARE FAULTY, INCOMPATIBLE, OR NOT EXPRESSLY AUTHORIZED IN WRITING BY LIME HEALTH FOR USE WITH THE SERVICES; (iv) THE CLIENT'S MISUSE OF THE SERVICES; (v) ANY MALFUNCTION OF YOUR OWN SOFTWARE, COMPUTER HARDWARE OR NETWORK CONNECTION; OR (vi) A FORCE MAJEURE EVENT.
Damages
TO THE EXTENT PERMITTED BY LAW, LIME HEALTH, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, SUBCONTRACTORS OR AGENTS SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, LOSS OR DAMAGE TO DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER MONETARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR USE, MISUSE OR INABILITY TO USE THE SERVICES, EVEN IF LIME HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
Claim Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIME SANTÉ'S AGGREGATE LIABILITY FOR ANY CLAIM RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE CAUSE AND THE NATURE OF THE ACTION, IF ANY, SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, TO LIME HEALTH FOR OR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE RELEVANT CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU ACKNOWLEDGE THAT IF NO FEES HAVE BEEN PAID TO LIME HEALTH FOR THE SERVICES, YOU SHALL ONLY BE ENTITLED TO INJUNCTIVE RELIEF, UNLESS OTHERWISE PROVIDED BY LAW, AND SHALL NOT BE ENTITLED TO ANY DAMAGES OF ANY KIND FROM LIME SANTÉ, REGARDLESS OF THE CAUSE OF ACTION.
Exclusion
CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
LIMITATION ON SERVICE USE
Artificial Intelligence
You acknowledge that some Results generated as part of the Services are automatically produced by artificial intelligence models, including large language models (LLMs), and may contain errors, incomplete, or misleading information.
You authorize Lime Santé to process Client Data as necessary to deliver and improve the Services, including sending Client Data to large language models. Where possible, Lime Santé will take steps to ensure that transmitted Client Data is not used to train artificial intelligence models operated by third parties.
You also acknowledge the inherent limitations of artificial intelligence models, including:
a) Generated Results may contain errors, misleading, or incomplete information;
b) The models rely on predefined rules and algorithms that do not allow them to reason creatively, which can produce repetitive or stereotypical content;
c) The models may have difficulty understanding language subtleties, including colloquial language, idiomatic expressions, and cultural references;
d) The models may encounter difficulties with complex tasks requiring reasoning, judgment, or decision-making; and
e) The data used to train the models may be biased or of insufficient quality.
Responsibility for Client Data and Generated Results
You remain solely responsible for the accuracy, quality, integrity, and lawfulness of all Client Data and any other information you provide to Lime Health when using the Services. You also agree to independently assess the Results generated and to assume all risks related to their use, including reliance on their accuracy, completeness, or usefulness.
Without prejudice to these Terms of Use, it is agreed that Lime Health can under no circumstances be held liable for claims, losses, or damages arising from Client Data or from the use of Results generated as part of the Services.
Termination of Services and T&Cs
Termination provisions and conditions will be described in the individual contract between Lime Health and the client.
Applicable Laws and Jurisdiction
USE OF THE SERVICES IS GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE IN THE PROVINCE OF QUEBEC, WITHOUT REGARD TO CONFLICTS OF LAWS OR PRINCIPLES THEREOF. YOU AGREE THAT ANY LEGAL ACTION OR PROCEEDING BETWEEN YOU AND LIME HEALTH WILL BE BROUGHT EXCLUSIVELY BEFORE THE COURTS LOCATED IN THE JUDICIAL DISTRICT OF QUEBEC (QUEBEC), CANADA. THIS CHOICE OF JURISDICTION DOES NOT PREVENT LIME HEALTH FROM SEEKING AN INJUNCTION FOR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, THE ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.
Notice
If you have a complaint or request for information regarding the Services, please contact Lime Health customer service at [email protected]. Lime Health is committed to reviewing and responding to all complaints and requests as quickly as possible.
Invalid Clause
If any provision of the T&Cs is found to be invalid by a court of competent jurisdiction, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the T&Cs or Privacy Policy, as the case may be, will remain in full force and effect.
Headings
The headings in the T&Cs are provided for convenience only and have no legal or contractual effect.
Survival
All articles of these T&Cs which by their nature should reasonably survive the termination of the T&Cs, including, without limitation, Articles 6, 8, 9, 11, 12, and 13 of these T&Cs, will survive termination of the T&Cs.
Assignment
These T&Cs, along with the Client’s rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by the Client without the prior written consent of Lime Health, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Lime Health may assign these T&Cs, as well as its rights and obligations hereunder, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets relating to the Services, without the Client’s prior written consent.
No Waiver
The failure of a Party to act or delays in acting with respect to non-performance or non-exercise of a right under the T&Cs does not constitute a waiver of such performance or right. A waiver by a Party of a right under the T&Cs will only be effective if made in writing and signed, in which case it will be effective in the specific case and for the specific purpose specified.