These Automated Calling Services Terms ("ACST") govern Customer’s use of MedMe Health Limited’s ("MedMe") automated calling features, including calls made using an automatic dialing-announcing device, autodialer, prerecorded or artificial voice message, or similar automated voice-based telecommunications technology as provided under MedMe’s AI Patient Concierge product (collectively, the "Calling Services").
These ACST are incorporated by reference into, and form part of, each order form, statement of work, or other ordering document under which Customer purchases the Calling Services (each, an "Order Form"), and the master subscription agreement or other principal agreement between MedMe and Customer governing that Order Form (the "Agreement"). Capitalized terms used but not defined in these ACST have the meanings given to them in the Agreement.
1. Definitions
1.1 "Applicable Laws" means all applicable laws, regulations, rules, orders, and regulatory requirements relating to telemarketing, calling, automated or prerecorded communications, do-not-call requirements, consumer protection, privacy, and data protection, including those administered or enforced by the CRTC, FCC, FTC, and any other applicable governmental or regulatory authority, as amended from time to time.
1.2 "Customer" means the pharmacy or other entity identified in the applicable Order Form that purchases or receives the Calling Services from MedMe.
1.3 "Do Not Call List" means any applicable national, state, provincial, local, or internal do-not-call list or registry maintained or required under Applicable Laws.
1.4 "Patient List" means any list of individuals and their telephone numbers, and any related call data, uploaded or otherwise provided by Customer for use with the Calling Services.
1.5 "Permitted Call" means an automated call that delivers appointment reminders, prescription notifications, including medication delivery coordination messages, care coordination messages, or other informational messages related to an individual’s healthcare, and that is not a Solicitation Call, as defined below.
1.6 "Solicitation Call" means any call made to sell, advertise, market, or promote the commercial availability of a product, good, service, or program, or to solicit money or any commercial transaction, in each case as defined or described under Applicable Laws. For greater certainty, a Solicitation Call does not include a Permitted Call, including a call that provides informational, operational, care coordination, prescription-related, appointment-related, or other healthcare-related communications permitted under these ACST.
2. MedMe’s Role and Customer Responsibilities
2.1 MedMe provides the Calling Services and places automated calls on Customer’s behalf using the Patient Lists, call content, caller identification details, call timing instructions, and other information or instructions provided, uploaded, configured, or approved by Customer.
2.2 Customer is responsible for ensuring that all calls made on its behalf, including the recipients, telephone numbers, content, purpose, timing, and required consents or permissions, comply with Applicable Laws, except to the extent any such obligation applies directly to MedMe in its role as the provider of the Calling Services.
2.3 MedMe may rely on the information and instructions provided or approved by Customer and is not required to independently verify their accuracy, completeness, or legality. MedMe does not provide legal advice.
2.4 MedMe remains responsible for complying with Applicable Laws to the extent they apply directly to MedMe’s provision of the Calling Services. To the extent MedMe’s compliance with Applicable Laws is dependent on Customer’s compliance with Applicable Laws, or on information, materials, consents, instructions, or approvals provided by or on behalf of Customer, MedMe will not be liable for any non-compliance caused by Customer’s non-compliance or by any inaccurate, incomplete, or unlawful information, materials, consents, instructions, or approvals.
2.5 MedMe may reject, delay, modify, or suspend any campaign or use of the Calling Services that MedMe reasonably believes may violate Applicable Laws, third-party provider requirements, or these ACST.
3. Permitted Use, Consent, and Calling Restrictions
3.1 Customer may use the Calling Services only for Permitted Calls and not for any Solicitation Calls, billing or debt collection call, fundraising call, or other call not permitted under these ACST or Applicable Laws.
3.2 Before including any individual on a Patient List, Customer must obtain and keep any consent, permission, or other authorization required under Applicable Laws for calls made through the Calling Services. Where Applicable Laws require a particular form of consent, Customer must obtain that form of consent. By using any API endpoint MedMe makes available in connection with the Calling Services, Customer represents and warrants, at the time of use, that it has obtained all required consents for the resulting call.
3.3 Customer must keep records of required consents and permissions for at least the longer of five (5) years or the period required by Applicable Laws, and provide them to MedMe within ten (10) business days after request.
3.4 Customer is responsible for identifying and complying with any jurisdiction-specific requirements that apply based on the location of Customer, the recipient, or the nature of the call.
3.5 Customer shall ensure that no Patient List includes telephone numbers for emergency services lines, healthcare facility main lines, or any number where the recipient has not been identified by Customer as an appropriate patient or contact for the Permitted Call.
3.6 MedMe will apply calling-window controls within the Calling Services that are designed to support compliance with applicable restrictions on calling hours, days, time zones, and holidays. Customer is responsible for ensuring that its intended call campaigns are appropriate under Applicable Laws. MedMe may delay, reschedule, or block any call where MedMe reasonably determines that doing so is necessary to comply with Applicable Laws.
4. Do Not Call and Revocation Requests
4.1 Customer is responsible for complying with all applicable do-not-call and consent revocation requirements, including maintaining any internal do-not-call list required by Applicable Laws and ensuring that no Patient List includes any number that should not be called.
4.2 If MedMe receives an opt-out, consent revocation, or do-not-call request through the Calling Services, MedMe may block further calls to that number through the platform and may make that request available to Customer through the platform or otherwise notify Customer. Customer remains responsible for timely processing that request under Applicable Laws.
4.3 Customer must promptly update its records and Patient Lists to reflect withdrawn consent, opt-out requests, changed phone numbers, and any other information that would make further calls non-compliant with Applicable Laws.
5. Customer Data and Call Content
5.1 Customer represents that all Patient Lists and related data provided to MedMe are accurate, current, lawfully collected, and may be used and disclosed to MedMe for the Calling Services in compliance with Applicable Laws.
5.2 Customer is responsible for all call content and for ensuring that such content is accurate and complies with Applicable Laws, including any required disclosures, caller identification, and opt-out language, even where MedMe assists Customer in drafting or formatting such content for use with the Calling Services. Customer remains responsible for final review and approval of all call content, and MedMe does not provide legal advice.
5.3 Each call may identify Customer as the originating organization, and MedMe may identify itself as the technology provider where required by Applicable Laws or third-party provider requirements.
5.4 Customer will provide only the minimum personal information reasonably necessary for MedMe to provide the Calling Services. MedMe will use personal information in Patient Lists solely to provide the Calling Services and in accordance with the Agreement, MedMe’s Privacy Policy, and any applicable data processing terms.
5.5 Customer is responsible for determining whether any health privacy or health information law requires additional consent, notices, or contractual steps, including a Business Associate Agreement, before Customer provides any Patient List or related data to MedMe.
6. Verification, Suspension, and Service Changes
6.1 MedMe may request reasonable evidence of Customer’s compliance with these ACST, including consent records and do-not-call records for any Patient List. Customer must provide the requested information within ten (10) business days.
6.2 MedMe may suspend, reject, delay, or limit any campaign or use of the Calling Services if MedMe reasonably believes that Customer is not complying with these ACST or Applicable Laws, including if Customer has engaged in fraud or abuse in connection with the Calling Services, or that the continued provision of the Calling Services may expose MedMe or its service providers to legal, regulatory, or operational risk.
6.3 MedMe may update these ACST and the Calling Services from time to time, including by changing compliance-related features or functionality, to remain compliant with changes in Applicable Laws, third-party provider requirements, or MedMe’s service offerings. Any updated ACST will become effective when posted or otherwise made available by MedMe, and Customer’s continued use of the Calling Services after that time constitutes acceptance of the updated ACST.
6.4 Suspension, rejection, delay, limitation, or termination under this Section does not relieve Customer of its payment, indemnification, or other obligations under the Agreement or these ACST.
7. Agreement Remedies
Except as expressly set out otherwise in these ACST, all terms and provisions of the Agreement apply to the Calling Services and are incorporated into these ACST by reference. Because MedMe relies on Customer’s Patient Lists, call instructions, and representations regarding required consents and compliance, Customer will defend and indemnify MedMe against any third-party claim to the extent arising from Customer’s breach of these ACST or Applicable Laws in connection with any Patient List, call content, or call instruction provided, uploaded, or approved by Customer, or any required consent, opt-out, or revocation applicable to the Calling Services.
8. General
8.1 These ACST are governed by, and will be interpreted in accordance with, the governing law and dispute resolution provisions set out in the Agreement, which are incorporated into these ACST by reference.
8.2 If any provision of these ACST is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
8.3 These ACST, together with the Order Form and Agreement, constitute the entire agreement of the parties with respect to the Calling Services and supersede all prior or contemporaneous understandings on that subject. If there is a conflict between these Automated Calling Services Terms and the Agreement, then, with respect to the subject matter hereof, the order of precedence is: (a) these Automated Calling Services Terms, and (b) the Agreement.