GENERAL TERMS AND CONDITIONS OF SALE OF WISE GUYS TECHNOLOGIES INC.

This agreement (hereinafter the “Agreement”) sets out the terms and conditions applicable to the purchase of any services (hereinafter the “Services”) on Wise Guys Technologies Inc.’s website and platform, doing business under the name “Doctr” and having its head office at 4388 Rue Saint-Denis Suite 200 #622, Montreal, province of Quebec (H2J 2L1), in Canada (hereinafter the “Seller” or “Doctr”).

The terms (you) and (yours) are associated with any person purchasing the Services (hereinafter the “Client” and collectively the “Clients”) from Doctr’s web site and mobile application (hereinafter the “Platform”). Doctr provides its Clients the Platform to request a care coordinator to book a medical appointment on your behalf, to access wait time or occupancy rates for emergency rooms across Canada as well as analyses and trends.

By using the hereby Platform to purchase Services online, you have to accept the hereby terms and conditions and you accept to be bound by the hereby Agreement. The hereby Agreement announces important information regarding your rights and obligations and the restrictions and exclusions you might be subject to.

For more detailed information concerning your rights and obligations, we are suggesting you take note of the laws and regulation applicable to the field.

1. AUTORIZATION FOR USE OF ELECTRONIC DOCUMENTS

By the hereby Agreement, you consent to exchange documents and information with Doctr by email or the internet. You accept by the hereby Agreement has the same binding effects as a written agreement between you and Doctr. You also accept that any subsequent agreement, information, notice and all other communications that we send you electronically satisfy the legal terms of this kind of communication.

2. OTHER DOCUMENTS, AGREEMENTS AND POLICIES

The use of the Platform and the activity of Doctr are regulated by different policies. This includes the Terms and Conditions of Use as well as the Privacy Policy and all other provisions that are applicable (hereinafter, the “Other Policies”). You declare to have read and understood the Other Policies and you accept therefore to be bound by the hereby terms and conditions.

Notwithstanding the previous dispositions, the hereby Agreement has presence over the terms and conditions in the Other Policies. If the hereby Agreement and the Other Policies are incompatible, the dispositions in the Agreement are binding and have presence over the Other Policies.

3. GEOGRAPHICAL AREA
The Services offered on the Platform are for the geographical area of Canada.

4. SERVICES
The characteristics of the Services offered by Doctr are defined on the Platform. The prices of Services are also defined on the Platform. The display of this information on the Platform is authentic, but Doctr reserves the right to modify this information at its convenience, in compliance with the applicable legal and regulatory provisions.

The Platform provides Services to request that a care coordinator book a medical appointment on your behalf (hereinafter the “Care Coordinator Doctr Service” or the “Care Coordinator Doctr Services”) and allows you to book a one-time appointment at a clinic in situations where you do not have a health insurance card (hereinafter the “Cardless One-Time Service”). Medical appointments may include a variety of care or facilities such as hospitals, clinics, physicians, radiology services and all other medical services, public or private (hereinafter the “Medical Care” or “Medical Cares”).

Doctr Care Coordinator Services and Medical Cares exclude any treatment requested by a Client with a life-threatening medical condition.

Doctr Care Coordinator Services are only available on the Platform. The Client may purchase the Doctr Care Coordinator Service on a one-time basis or by subscription at different fees.

5. ONE-TIME APPOINTMENT
The Client can purchase the Doctr Care Coordinator Service on a specific date to obtain an appointment at a walk-in clinic (hereinafter the “Punctual Service”). The features, terms and prices of the Punctual Service are defined on the Platform. All terms and conditions of this Agreement apply to the Punctual Service whare the context permits.

6. CARDLESS ON-TIME SERVICE
The Client can purchase the Punctual Service without a card to make an appointment at a clinic according to the clinic’s schedule. The characteristics, terms and prices of the Punctual Service without card are defined on the Platform and they may vary depending on the clinic. The prices shown include Doctr’s administrative fees and those charged by the clinic you have selected, and the appointment is confirmed immediately after the Client’s Order (defined below). All terms and conditions of this Agreement apply to the Cardless One-Time Services where the context permits.
The Subscription Service is not available for the Cardless On-Time Service.

7. SUBSCRIPTION SERVICE
The Platform offers the Client the option to subscribe to a monthly subscription (hereinafter the “Subscription”), whose terms and prices are detailed on the Platform of Doctr.

By subscribing to a Subscription, the Client agrees to pay an initial and recurring monthly Subscription according to the rate posted by the Platform on its website (hereinafter the “Subscription Fee”) in effect and accepts responsibility for all recurring fees.

A Contract is formed between the Parties on the date the Client receives a Subscription confirmation, on which date the Subscription Fee is due and payable by the Client.
The payment is made automatically during the Subscription using the banking information provided by the Client.

The Client authorizes Doctr, either directly or through its payment processing service, to bill such Subscription fee through the payment method selected by the Client, on the due date. The amount of the Subscription is charged monthly on the anniversary of the Contract’s formation.

In the event of failure to collect fees owed Doctr may, in its sole discretion (but is not obligated to do so), attempt to collect the fees at a later date, and/or suspend or cancel the account, without notice.

Client’s cancellation or termination of the Subscription is subject to the terms of the termination policy (hereinafter “Cancellation Policy”) detailed in Section 16.

8. REGISTRATION, USERNAME AND PASSWORDS
Some of the features available on the Platform require registration or subscription. If you choose to register or subscribe to such a feature, you agree to provide true and current information about yourself as required by the registration or subscription process and to promptly update such information as necessary to ensure that it remains accurate and complete.

You acknowledge that you are responsible:
i. to maintain the confidentiality of the passwords you choose or that are assigned to you as a result of your registration or subscription;

ii. for any activity that occurs under your username or password; and

iii. to log out of your account at the end of each session.

Furthermore, you agree to notify Doctr of any unauthorized use of your username or password. In the event that you fail to comply with the obligations set forth in this section, Doctr is not liable for any loss or damage arising therefrom.

9. ACCOUNT SUSPENSION
In case of serious violation of the Agreement, or if Doctr has reasons to believe that your actions require it to protect its security and integrity, that of its other Clients or third parties, for fraud prevention or investigation purposes, Doctr may decide to:

i. Limit the access and use of the Platform to the infringing Client; and/or

ii. Suspend the offending Client’s account, temporarily or permanently, as required by the severity of the acts.

10. ORDER
Any person placing an order for Service on the Platform, the Client, is the person contracting with Doctr. The Client is the person who will receive the Medical Care or they need to be their legal representative.

The order of Service that the Client makes through the Platform of Doctr constitutes an order (hereinafter the “Order”) and gives place to the formation of a contract between the Parties (hereinafter the “Contract”). When placing an Order for a Service through the Platform, the Client must approve it.

The Contract is formed upon receipt of an Order confirmation by the Client.

Following the Order, details of the Service(s) purchased will be included in a confirmation email that will be sent to the Client by Doctr. An invoice will be sent to the Client by e-mail.

An Order is not binding on Doctr until it is paid in full.

11. PRICE
All the prices are, in the absence of other indications of the contrary, in Canadian dollars (CAD). The prices displayed on the Platform include applicable taxes.

Even if Doctr makes every effort to provide with the exact price description, there is a risk of mistakes. Doctr reserves the right to correct the prices and all the erroneous information, to modify the prices of Services or any other modification of the hereby by Agreement, at all moments, by respecting the legal provisions and regulations and the terms and conditions of the hereby Agreement.

If a price is incorrect, Doctr reserves its rights to cancel your order and all the fees charged on your card and Doctr will communicate with you in order to proceed with a new Order with the adjusted price or reimburse you according to the legal provisions and regulations and the terms and conditions of the hereby Agreement.

When using the Services for the first time, the Client must create an account and pay a basic registration fee according to the prices displayed on the Platform.

12. PAYMENT
12.1. General provisions
For all Orders and Subscriptions, payment terms are determined by Doctr, in its sole discretion. Doctr allows payments to be made by the following means:
• Visa;
• Mastercard;
• American Express; and
• All other cards allowed by the payment
platform Strip according to its conditions of use regarding bank cards.

The payment platform is managed by the secure payment interface Stripe.

Doctr is not responsible for the information requested by Stripe and it is requested according to its Stripe Terms of Service.
Payments must be approved by the financial institution that issued the credit card. The Client must be legally authorized to use the card that will be used to pay the Order. Doctr guarantees that it does not collect any banking data from the Clients. In the event that the Service offered to the Client does not benefit from the chargeback and the Consumer Protection Act is applicable, Doctr commits to not charging the Client before it has completed its main Service.

Doctr may occasionally provide discounts, rebates, promotional codes for the benefit of Clients. Clients can find out about these by e-mail and/or by consulting the Platform.

12.2. Specific provisions for Orders
The Client can not pay in several times his Contribution. All payments must be made in full and in a single payment.

13. AVAILABILITY OF SERVICES
The availability of certain Services might be limited. Doctr has the right to modify or restrict the Services at any time without previous notice. Is a Service ordered is not or is no longer available, Doctr will notify you by email and your order will automatically be cancelled.

Doctr can not be held responsible for the absence of appointments for Medical Care corresponding to your availability and the travel distance indicated in your Order.
Doctr can not be held responsible if it is unable to find an appointment for certain Medical Care requested in your Order. For Cardless One-Time Services, Doctr cannot be held responsible for the clinic’s proposed schedule.

Doctr can refuse to provide the Client with a Care Coordinator Doctr Service if the Client has previously received assistance for the same Medical Care within the last twelve (12) months.

If the health insurance card information is necessary for Doctr to perform a Service and Doctr requests it from the Client, the Client has the option to refuse to provide it. However, if the Client refuses, Doctr may refuse to provide the Client with the Service since Doctr will not have the necessary information to perform the Service, in accordance with applicable laws and regulations and this Agreement
When an appointment is proposed through the Platform to follow up on the Care Coordinator Doctr Service, the appointment requested by the Client is considered accepted unless the Client refuses the appointment. The Client shall have the option of refusing the proposed appointment on the Platform, to the exclusion of any other means. If the appointment is refused, Doctr will reschedule an appointment for the Client according to his new availability. To the extent permitted by law, if Doctr finds that an appointment cancellation notice has been given in bad faith or repeatedly, Doctr reserves the right to refuse to renew the appointment.

14. CANCELLATION OF ORDERS
Doctr reserves the right to limit quantities, refuse or cancel any Order, including after an Order has been submitted, even if the Order has been confirmed and invoiced. If your Order is cancelled after your payment has been processed, you will receive a full refund from Doctr in accordance with applicable laws and regulations and this Agreement.

The Client can cancel the Order without charge at any time before Doctr, represented by a care coordinator, begins working on the appointment request.

The cancellation of the Order is done from the Platform. If the Order is fully paid, Doctr shall reimburse the Client for the costs in accordance with the applicable legal and regulatory provisions and this Agreement.
To the extent permitted by law, if Doctr finds that a cancellation notice was given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, Doctr reserves the right to reject your request for refund.

15. NON-REFUNDABLE SERVICES
Some Services offered by the Platform, such as Subscriptions, are not refundable.
In the event that you wish to terminate your Subscription without complying with the terms of the Cancellation Policy, Doctr has no obligation in this regard to terminate the Service and issue a refund for your Subscription.

16. CANCELLATION POLICY
The Client can request to terminate their subscription at any time by logging into their account (using the Platform), and following the termination procedures.

The termination request takes effect on the date of its receipt by Doctr, at which time the Services under the Subscription shall cease to be provided to the Client. Such request is deemed to have been received by Doctr on the date and time recorded by Doctr’s server if such request is made online.

Termination of the Subscription shall result in the refund to the Client of the amounts paid by the Client for the current month, less the amounts due for the Services already provided by Doctr to the Client for the period during which the termination request is made. If all the Services for the period in progress at the time of the request for termination have already been provided, the Client will not obtain any refund.

17. CLIENT’S RESPONSABILITIES
It is Client’s responsibility to ensure, prior to placing an Order, that it complies with all the terms and conditions set forth in this Agreement and the Terms of Use .

The Client is responsible for following up on appointments offered on the Platform. The Client must show up at the time and place of their appointment proposed by the Care Coordinator Doctr Services.

The Client is responsible for any fees that may arise from Medical Care from third party entities (hereinafter the “Additional Fees”). The Additional Fees will be announced by Doctr to the Client by a message from the Platform’s direct messaging system (the “chat”).

18. EXCLUSION AND LIMITATION OF LIABILITY
Doctr provides the Services professionally and in accordance with the practice of its industry. Doctr makes no express or implied warranties regarding, among other things, the commercial value or effectiveness of the Services rendered.

Once the Care Coordinator Doctr Service is completed, Doctr is not responsible for the follow-up of the Medical Care. Doctr can not be held responsible for the Client’s absence from the appointment which is considered accepted.

19. FORCE MAJEURE
Doctr will not be held responsible for the total or partial non-fulfillment of any of its obligations towards the Client, nor for the damages or losses that the Client may suffer if the non-fulfillment, the damage of the Orders or the losses are the result of a force majeure or natural disaster.

Force majeure shall mean any and all events beyond the control of the Parties that are unforeseeable and unavoidable, including, but not limited to, natural catastrophes, bad weather, fire, flood, avalanches, landslides or subsidence, strikes, sabotage, embargoes, or interruptions or delays in transportation or communications, tooling accidents and scrap of important parts during manufacture duly noted by the Client or one of its representatives, acts or regulations emanating from public authorities, civil or military, (including delays in obtaining authorizations or permits of any kind), war or pandemic…, which have the effect of rendering the Agreement temporarily or permanently unenforceable.

If such an event occurs, as previously defined, Doctr will notify the Client in writing and the execution terms will be automatically extended by the duration of the event. If the duration of the force majeure event is longer than one (1) month, the Cllient may cancel the Contract by means of a notice sent to Doctr.

Any consideration under the Contract that has already been performed shall be subject to refund or payment upon receipt by a Party of written notice from the other Party.

20. GOVERNING LAW AND TERRITORY
This Platform and its server are located in the province of Quebec, Canada. This Agreement shall be interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

This Agreement shall be treated in all respects as a distance selling contract governed by the laws of the Province of Quebec, without regard to conflict of laws principles.

Subject to applicable laws, including the Consumer Protection Act, any dispute between Doctr and Client shall be submitted to the courts of the Province of Quebec, regardless of the place of residence of the Client.
Notwithstanding any attribution of jurisdiction and applicable law, when the Client is a consumer within the meaning of the Quebec Consumer Protection Act, then any dispute relating to these terms shall be governed by the laws of the Province of Quebec, and shall necessarily be brought before a court of competent jurisdiction pursuant to the rules of the Code of Civil Procedure.

21. HEADINGS
Some headings are included in the hereby Agreement in the order to facilitate the consultation and have no incidence on the interpretation of the Agreement. The hereby Agreement is interpreted by the dispositions in the Civil Code of Québec.

22. RELEASE
You cannot transfer your rights or/and obligations in regard to the hereby Agreement without the written authorization of Doctr.

23. MINORS
Doctr reminds you that the Platform is intended for use by a person of legal age, and not by a minor. If certain advertisements on the Platform are addressed to a minor audience, any purchase of Service or Subscription can only be made by an adult, and the use of the Platform by a minor must be done under the supervision of a parent or tutor.

24. APPLICATION
The Parties are legally bound by the hereby Agreement and acknowledge their reciprocal rights and obligations.

25. CONSUMER PROTECTION
The provisions of the present Convention are not intended to replace the Consumer Protection Act, the latter being applied as a priority when the situation requires it.

26. INTERPRETATION
The hereby Agreement is interpreted by the rules of the Civil Code of Quebec. The clauses are interpreted in the light of other clauses in the hereby Agreement by giving the general meaning used in the hereby Agreement.

27. FRENCH AND ENGLISH LANGUAGE
If a problem of definition or interpretation arises between the English and French versions of this General Terms and Conditions of Sale, the French version shall prevail.

28. ENTIRE AGREEMENT
The hereby Agreement, the Other Policies, the terms and conditions included by referral or by specific indications, constitute the entire (totality of the) Agreement between you and Doctr relative tot the General Terms and Conditions of Sale, the use of the Platform and the transactions on the Platform. The hereby documents replace all previous agreements and convention (electronic, verbal or written) concerning the hereby object and they can only be modified by following the rules of the Agreement.

29. NO WAIVER
The fact that Doctr does not enforce any provision of this Agreement or does not respond to a breach of this Agreement by you or any third party does not mean that Doctr waives its right to enforce the terms and conditions of this Agreement or to respond to similar breaches in the future.

30. MODIFICATION OF CONDITIONS
Doctr reserves the right to modify, change or update the present General Terms and Conditions of Sale. Doctr will notify the Client by email thirty (30) days before the coming into force of these modifications.

The use of the Platform by the Client after modifications means that the Client agrees to respect and be legally bound to the modified terms and conditions. If the Client does not agree to these terms and conditions or, as the case may be, to the terms and conditions as amended, the Client must not, or must no longer, use the Platform. The Client will have at the latest, thirty (30) days after the entry into force of the modifications to send a notification to Doctr.

31. CONTACT PERSON
For any return, exchange, refund, cancellation of Considerations, you can contact the person in charge by email: legal@doctr.ca.

By placing the Order, I declare that I have read and understood this Agreement and that the entirety of this Agreement does not contain any illegible or incomprehensible clause, and I accept the entirety of this Agreement WITHOUT ANY RESERVATION.

Last update made: 2022/09/13