Automated Calling Services Terms

Last Updated: March 2026

These Automated Calling Services Terms ("ACST") govern the use of MedMe Health Inc.'s ("MedMe") automated calling features, including any calls made using an automatic dialing-announcing device, autodialer, pre-recorded or artificial voice message, or other automated telecommunications technology (collectively, the "Calling Services"). These ACST are incorporated by reference into the order form or agreement under which Customer has ordered the Calling Services (the "Order Form") and form part of the agreement between MedMe and Customer (the "Agreement"). Capitalized terms not defined herein have the meanings given to them in the Agreement.
‍

1. Definitions

1.1 "Applicable Laws" means all applicable federal, state, provincial, and local laws, regulations, rules, and orders governing telemarketing, automated calling, do not call requirements, consumer protection, data protection, and privacy, including any regulations or rules promulgated by the Canadian Radio-television and Telecommunications Commission ("CRTC"), the Federal Communications Commission ("FCC"), the Federal Trade Commission ("FTC"), or any equivalent regulatory body, as each may be amended from time to time.

1.2 "Customer" means the pharmacy or other organization identified in the Order Form that has engaged MedMe to make automated calls on its behalf.

1.3 "Do Not Call List" means any applicable national, state, provincial, or internal do not call list or registry maintained or required under Applicable Laws, including the Canadian National Do Not Call List and the United States National Do Not Call Registry.

1.4 "Patient List" means any list of individuals and their telephone numbers uploaded by Customer to MedMe's platform for the purpose of initiating automated calls.

1.5 "Solicitation Call" means a call made for the purpose of solicitation, advertising, marketing, promoting a product or service, or requesting money or donations, whether directly or indirectly, as defined or described under Applicable Laws.

1.6 "Non-Solicitation Call" means an automated call where there is no attempt to solicit, including appointment reminders, prescription notifications, and other informational messages.
‍

2. Roles and Responsibilities

2.1 Customer acknowledges that MedMe is making automated calls on Customer's behalf and that, under Applicable Laws, both MedMe and Customer may have independent obligations relating to such calls. Nothing in these ACST relieves Customer of any obligation imposed on it directly by Applicable Laws.

2.2 MedMe's role is limited to providing the technology platform and transmitting automated calls using Patient Lists and call content provided or approved by Customer. MedMe relies on Customer's representations and compliance obligations as set out in these ACST.
‍

3. Customer Consent Obligations

3.1 Express Consent. Before including any individual on a Patient List, Customer shall obtain and retain documented proof of valid consent from that individual to receive automated calls at the specific telephone number provided, to the extent and in the form required by Applicable Laws. Where Applicable Laws require prior express written consent, prior express consent, or any other specific form of consent for automated or pre-recorded calls, Customer shall obtain consent in the form that satisfies the most stringent applicable requirement.

3.2 Solicitation Consent. For any Solicitation Call, Customer shall ensure that either (a) the individual has provided the form of consent required under Applicable Laws to receive such calls from or on behalf of Customer, or (b) a valid exemption or exception under Applicable Laws applies.

3.3 Consent Records. Customer shall retain records of each individual's consent for a minimum of five (5) years following the last call made to that individual (or such longer period as required by Applicable Laws), and shall make such records available to MedMe within ten (10) business days of a written request.
‍

4. Do Not Call Compliance

4.1 Customer shall register with, subscribe to, and maintain active status with all applicable Do Not Call Lists as required by Applicable Laws, with all fees current.

4.2 Customer shall ensure that no individual on a Patient List designated for non-exempt Solicitation Calls is registered on any applicable Do Not Call List, using the most current version of each such list as required by Applicable Laws.

4.3 Customer shall provide proof of its Do Not Call List registration and, where applicable, subscription to MedMe upon request.
‍

5. Internal Do Not Call List

5.1 Customer shall maintain its own internal do not call list in accordance with Applicable Laws.

5.2 Customer shall add any individual's name and telephone number to its internal do not call list within the timeframe required by Applicable Laws following receipt of a do not call request from that individual, and shall retain that entry for at least the minimum period required by Applicable Laws.

5.3 Customer shall not include on any Patient List any individual who is or should be on Customer's internal do not call list.

5.4 If MedMe receives a do not call request from an individual during or following a call made on Customer's behalf, MedMe will promptly notify Customer. Customer shall process such request in accordance with Section 5.2.
‍

6. Call Classification

6.1 Customer shall accurately designate each call campaign as either Solicitation or Non-Solicitation at the time of submission.

6.2 Customer acknowledges that misclassifying a Solicitation Call as a Non-Solicitation Call does not relieve Customer of any obligations under Applicable Laws, including consent requirements and Do Not Call List compliance.
‍

7. Call Content and Identification

7.1 Customer is responsible for ensuring that all call content complies with Applicable Laws, including all required disclosures, identification requirements, and opt-out mechanisms.

7.2 Customer acknowledges that each automated call will identify both MedMe (as the party placing the call) and Customer (as the organization on whose behalf the call is made), along with applicable contact information, as required by Applicable Laws.

7.3 Customer shall not provide or approve any call content that is false, misleading, or deceptive under Applicable Laws.
‍

8. Privacy and Data Protection

8.1 Customer represents and warrants that all personal information included in any Patient List has been lawfully collected and that Customer has the authority to disclose such information to MedMe for the purpose of the Calling Services, in compliance with all applicable data protection and privacy laws.

8.2 Customer is solely responsible for determining whether consent under applicable health privacy or health information laws is required for the disclosure of personal health information to MedMe and for the use of such information in automated calls, and for obtaining any such consent.

8.3 MedMe shall use personal information contained in Patient Lists solely for the purpose of providing the Calling Services and in accordance with MedMe's Privacy Policy and any applicable data processing terms in the Agreement.
‍

9. Patient List Accuracy and Updates

9.1 Customer represents and warrants that each Patient List is accurate and current at the time of upload.

9.2 Customer shall promptly update or remove individuals from Patient Lists to reflect (a) withdrawn consent, (b) new do not call requests, (c) changes to telephone numbers, or (d) any other circumstance that would make continued calling non-compliant with Applicable Laws.
‍

10. Record Keeping

10.1 Customer shall maintain all records required under Applicable Laws, including records of consent, internal do not call lists, Do Not Call List registration and compliance records, and call campaign classifications, for the minimum period required by Applicable Laws or five (5) years from the date of creation, whichever is longer.

10.2 Customer shall keep such records in a manner that is readily accessible and shall provide them to MedMe or any regulatory authority as required, within the timeframes prescribed by Applicable Laws or, in the case of a request from MedMe, within ten (10) business days.
‍

11. Representations and Warranties

11.1 Each time Customer uploads a Patient List or initiates a call campaign through MedMe's platform, Customer represents and warrants that:

(a) all requirements of these ACST have been satisfied with respect to each individual on the Patient List;

(b) Customer has complied with all Applicable Laws in connection with the collection, use, and disclosure of the personal information contained in the Patient List;

(c) Customer has accurately classified the call campaign as Solicitation or Non-Solicitation;

(d) no individual on the Patient List is on Customer's internal do not call list or, in the case of non-exempt Solicitation Calls, on any applicable Do Not Call List; and

(e) Customer holds all licenses, registrations, and permits required under Applicable Laws to engage in the calling activities contemplated by the call campaign.
‍

12. Compliance with Jurisdiction-Specific Requirements

12.1 Customer acknowledges that Applicable Laws vary by jurisdiction and that the obligations of Customer may differ depending on the location of Customer, the location of the individuals being called, and the nature of the call.

12.2 Customer is solely responsible for identifying and complying with all jurisdiction-specific requirements applicable to each call campaign, including any state, provincial, or local laws that impose requirements more restrictive than federal law.

12.3 MedMe may, from time to time, publish guidance on jurisdiction-specific requirements, but any such guidance is provided for informational purposes only and does not constitute legal advice or relieve Customer of its independent obligation to comply with Applicable Laws.
‍

13. Audit and Verification

13.1 MedMe may, upon reasonable written notice, request that Customer provide evidence of compliance with any obligation under these ACST, including copies of consent records, internal do not call lists, and Do Not Call List registration confirmations.

13.2 Customer shall respond to any such request within ten (10) business days.

13.3 If MedMe reasonably believes that Customer is not in compliance with these ACST or Applicable Laws, MedMe may suspend the Calling Services in whole or in part, without liability, until Customer demonstrates compliance to MedMe's reasonable satisfaction.
‍

14. Indemnification

14.1 Customer shall indemnify, defend, and hold harmless MedMe, its officers, directors, employees, agents, and affiliates (collectively, the "MedMe Indemnitees") from and against any and all claims, demands, actions, proceedings, fines, penalties (including administrative monetary penalties and statutory damages), losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising from or related to:

(a) any breach of Customer's representations, warranties, or obligations under these ACST;

(b) any failure by Customer to obtain valid consent or to comply with Applicable Laws in connection with the Calling Services;

(c) any inaccuracy in a Patient List;

(d) any complaint, investigation, citation, notice of violation, enforcement action, or private right of action by any regulatory authority, government agency, or third party in connection with calls made using Patient Lists or call content provided by Customer; or

(e) any third-party claim arising from the content of calls initiated on Customer's behalf.

14.2 This indemnification obligation shall survive the termination or expiry of the Agreement.
‍

15. Limitation of MedMe's Liability

15.1 MedMe shall not be liable for any fines, penalties, statutory damages, losses, or other damages arising from Customer's failure to comply with these ACST or Applicable Laws, including any failure to obtain valid consent, maintain required lists, or accurately classify calls.

15.2 MedMe's total aggregate liability under or in connection with these ACST, regardless of the form of action, shall not exceed the fees paid by Customer to MedMe for the Calling Services in the twelve (12) months preceding the event giving rise to the claim.
‍

16. Suspension and Termination

16.1 MedMe may immediately suspend or terminate Customer's access to the Calling Services if (a) MedMe receives notice of a complaint, investigation, or enforcement action related to calls made on Customer's behalf, (b) MedMe reasonably believes Customer is in material breach of these ACST, or (c) continued provision of the Calling Services would, in MedMe's reasonable judgment, expose MedMe to legal or regulatory risk.

16.2 Suspension or termination under this Section does not relieve Customer of its indemnification or other obligations under these ACST.
‍

17. Amendments

17.1 MedMe may update these ACST from time to time by posting a revised version at the URL referenced in the Order Form and updating the "Last Updated" date. MedMe will provide Customer with at least thirty (30) days' written notice of material changes.

17.2 Customer's continued use of the Calling Services following the effective date of any amendment constitutes acceptance of the amended ACST.
‍

18. General

18.1 These ACST are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.

18.2 If any provision of these ACST is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 These ACST, together with the Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, whether written or oral.