Virtual Hallway End User License Agreement
Date: July 4, 2023
End User License Agreement (the “Agreement”)
This Agreement is a legal agreement entered into by the registered user of the Virtual Hallway Platform as either a Referring Clinician or a Consultant Clinician (“User” or “You”) and Virtual Hallway Consults Inc. (“Virtual Hallway” or “We”) for the use of Virtual Hallway’s proprietary software as a service platform virtualhallway.ca designed to virtually connect Primary Care Providers and Specialists (the “Platform”).
Definitions.
1. “Relevant Privacy Law” means the provincial privacy or health information act of the province relevant to the consultation, as it may be amended from time to time and including any relevant regulations. For example in Nova Scotia - the Personal Health Information Act (PHIA), for Ontario - the Personal Health Information Protection Act (PHIPA), for British Columbia – the Personal Information Protection Act (PIPA), for Saskatchewan - the Health Information Protection Act (HIPA) and for Alberta - the Health Information Act (HIA); and so on.
2. “Billing Agent” means the company vetted and approved by the provincial health insurance program relevant to the consultation that is authorized to collect certain Personal Health Information for the purposes of submitting claims and receiving fees under the provincial health insurance billing system.
3. “Clinician” refers to either a Referring Clinician or a Consultant Clinician. Clinicians may include a primary care physician, a nurse practitioner or a physician specialist.
4. “Fees” means those fees set out in Paragraph 2 below that You agree to pay in consideration for the use of the Platform and the Services.
5. “Fee for Service User” means either a Referring Clinician or a Consultant Clinician who can bill for services rendered through a provincial health insurance program.
6. “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, know-how, processes, models, inventions, materials, and other worldwide proprietary rights in or related to the Platform and/or the Services, and does not include content solely created by a Clinician and processed using the Platform and/or the Services.
7. “Provincial Health Insurance Program” means the program covering insured (public) health services in the province relevant to the consultation. For example in Nova Scotia - Medical Services Insurance (MSI), in Ontario – Ontario Health Insurance Program (OHIP), in Saskatchewan – Medical Services Branch (MSB) and for Alberta – Alberta Health Care Insurance Program (AHCIP); and so on.
8. “Patient” means the health care patient who You, as the Referring Clinician or Consultant Clinician, use the Platform to facilitate the provision of medical care.
9. “Platform” means the bundle of Services that You, as the Referring Clinician or Consultant Clinician, are licensing in this Agreement, and includes the accompanying downloadable cell phone application when and if available.
10. “Referring Clinician” means the licensed physician or nurse practitioner (typically a primary care clinician) who has primary control and custody of Patients’ personal health information and who initiates the consultation with the Consultant Clinician to facilitate the provision of medical care for the Patient.
11. “Salaried User” means either a Referring Clinician or a Consultant Clinician who is NOT able to bill for services rendered through a provincial health insurance program.
12. “Services” include the services offered through the Platform by Virtual Hallway from time to time, as set out in Paragraph 3 below.
13. “Consultant Clinician” means the licensed physician (typically a physician specialist) with whom the Referring Clinician desires to consult and seek advice in relation to a Patient.
14. License Grant and Intellectual Property Rights.
Virtual Hallway (or its licensors) owns all right, title and interest in and to any and all Intellectual Property Rights. Virtual Hallway retains all rights not expressly granted to You in this Agreement. You are granted a non-exclusive, non-transferable, non-assignable, revocable and restricted license during the term of this Agreement, to access and use the Platform for the purpose of connecting virtually with a Consultant Clinician, and to download the application on Your personal device(s). You may not use the Platform for any other purpose whatsoever. The license does not grant You permission to copy, reproduce, reverse engineer, decompile, disassemble, modify, sell, rent, lease, use collectively, license, sublicense, share, distribute, transfer, provide access or use by third parties, or otherwise exploit the Platform, or any Intellectual Property Rights related thereto, except as specifically permitted by law. You agree to notify Virtual Hallway immediately upon discovery of any unauthorized use of the Platform or the infringement of Virtual Hallway’s proprietary rights.
Fees and Payments.
Fee for Service Users
If You are a Fee for Service Referring Clinician, in exchange for Your access and use of the Platform and the Services, You agree to pay Virtual Hallway 0% (plus HST) of the prescribed billing fees applicable under your Provincial Health Insurance Program in accordance with phone consult codes. These billing codes may change from time to time at the discretion of your Provincial Health Insurance Program, and both Parties agree that any such changes will be automatically incorporated into this Agreement. You acknowledge that it is the User’s responsibility to ensure it uses the Platform only for the purpose of discussing a case and obtaining/providing advice. For interactions that do not qualify under the Provincial Health Insurance Program phone consult codes, please refer to the Provincial Health Insurance Program’s website and bulletins.
If You are a Fee for Service Consultant Clinician, in exchange for Your access and use of the Platform and the Services, You agree to pay Virtual Hallway 10% (plus HST) of the prescribed billing fees applicable under your Provincial Health Insurance Program in accordance with phone consult codes, unless you are operating in a jurisdiction where Virtual Hallway has a licensing agreement in place. In these cases, the specific institutional agreement that Virtual Hallway has may supersede the 10% fee. To determine whether this may apply to you, please email [email protected]. These billing codes may change from time to time at the discretion of your Provincial Health Insurance Program, and both Parties agree that any such changes will be automatically incorporated into this Agreement. You acknowledge that it is the User’s responsibility to ensure it uses the Platform only for the purpose of discussing a case and obtaining/providing advice. For interactions that do not qualify under the Provincial Health Insurance Program phone consult codes, please refer to Virtual Hallway’s FAQs.
For institutional customers, in exchange for access and use of the Platform for the clinicians practicing within the institution, Virtual Hallway employs licensing agreements on an institution-by-institution basis unique to the circumstances of the business engagement. These agreements may change from time to time at the discretion of both Virtual Hallway and the individual institution, and both Parties agree that any such changes will be automatically incorporated into this Agreement.
Virtual Hallway works with third-party Billing Agent(s) and/or Software to complete fee for service transactions with your Provincial Health Insurance Program. On Your behalf, and acting as Your agent, We will facilitate the payment of the billing fees related to the Services that are provided through our Platform. We use Virtual Hallway’s consult information to generate records as a basis for billing Provincial Health Insurance Programs. For billing purposes, and depending on the billing rules of your province, We may be required to share with the Billing Agent Your Patients’ names, diagnoses, health card number, date of birth, provider billing number, gender and names of medical professionals involved in the consult and advice interaction. Virtual Hallway will only use the minimum necessary information as stipulated by the Provincial Health Insurance Program. This information will be provided to the Billing Agent through a secure encrypted portal. Virtual Hallway will receive the payments directly from the Provincial Health Insurance Program. We will deduct Virtual Hallway’s Fee as described above and hold the balance of the monies in trust for the User. During the first week of each month, Users will be sent their billings from Virtual Hallway via e-transfer (or another form of payment chosen by Virtual Hallway). We will assist You to investigate and resolve any deficiencies identified through an audit process, but we will not be responsible for errors or omissions made by the Billing Agent. Upon resolution of any deficiencies that prevented payment of completed services, Virtual Hallway will promptly send Users their billings once Virtual Hallway has received these billings from the Provincial Health Insurance Program. User is responsible for maintaining their own billing information relevant to each Patient. User acknowledges that all billing information will be deleted from Virtual Hallway servers two (2) years from the date the information is created on the Platform.
Salaried Users
If You are a Salaried Clinician, in exchange for Your access to and use of the Platform and the Services, You agree to pay Virtual Hallway a monthly subscription fee of $ 0 (plus HST). This Fee is automatically due and payable on the 15th of each month via e-transfer to Virtual Hallway without further request or notification from Virtual Hallway.
For so long as You continue to pay the Fees as set out in Paragraph 2 above, Virtual Hallway will provide the following Services in addition to access and use of the Platform:
1. Virtual Hallway will provide You with all modifications, enhancements, upgrades or updates to the Platform when available and applicable.
2. Virtual Hallway will provide support and technical services that You require to utilize the Platform. Users can email us at [email protected] to ask support and/or technical questions. Virtual Hallway’s support personnel will endeavour to respond to any such requests by the end of the next business day. Business days do not include weekends or bank holidays in the Province of Nova Scotia.
3. Virtual Hallway will provide training and support material on its website through documentation, audio and or video mediums.
4. Virtual Hallway may provide an online community for Users to facilitate learning opportunities. From time to time, guest speakers may be asked to address Users who avail of this Service. We may, from time to time, offer webinars and videos to share information regarding certain medical issues. These sessions are for information only and should not be considered medical advice. If You register for the Services for the sole purpose of being eligible to join the online community, we will still verify Your identify and status as a medical professional in good standing with provincial regulating authorities. We do this to ensure the community is a safe place for medical professionals to meet.
5. Virtual Hallway does not monitor the Platform for inappropriate behaviour, but Virtual Hallway will respond accordingly if notified of any misuse or abuse by a User of the Platform or the Services.
6. The consult request form templates created for Your use on the Platform are for Your convenience only. They do not constitute medical advice and it is Your responsibility to complete all necessary information in accordance with the practice standards consistent with Your area of practice. Please make suggestions to Virtual Hallway for improvement of the standard templates and We will consider Your suggestions for the benefit of all Users.
7. The Platform is not an emergency response support system. The Platform is not designed to provide medical or emergency advice or services.
8. Neither Virtual Hallway nor its employees, directors or officers provide medical advice as part of the Service.
9. Obligations of the User
10. You agree to maintain complete, accurate and current records and contact information while using the Platform and/or the Services.
11. You agree to act in a professional manner becoming of a medical professional and in accordance with any codes of conduct or professional standards related to Your profession.
12. You agree to maintain Your status as a member of good standing, with verifiable liability insurance with Your provincial association and governing body. You agree to notify Virtual Hallway immediately if there is a change in Your status. Virtual Hallway reserves the right to cancel (or suspend) Your access to the Platform.
13. You agree to take appropriate measures to secure Patient information and Your confidential passwords in accordance with applicable privacy laws and industry standards, such as consideration of Virtual Hallway’s strong recommendation to use two-factor authentication (find more information on Our website) when using the Platform and/or the Services, and to use a secure email service while using the Platform. You agree to notify Virtual Hallway immediately if You have reason to believe Patient information or Your account credentials and passwords have been compromised.
14. You will refrain from uploading, sharing, posting or otherwise disclosing any content on the Platform that is fraudulent, false, misleading, deceptive, defamatory, obscene, pornographic, offence, or that promotes discrimination, racism, hatred, violence or illegal or harmful activities. You agree to notify Virtual Hallway immediately if You witness or suspect such behaviour is happening on the Platform. Virtual Hallway reserves the right to immediately cancel (or suspend pending investigation) the User’s right to use the Platform and/or the Services.
15. You agree to show respect and consideration for fellow colleagues using this Platform, including respecting their time and schedule. You agree to do Your best to meet all scheduled appointments, and to notify the other Party via email at least 24 hours in advance, if possible, if You have to cancel an appointment scheduled through the Platform. You agree to check Your email regularly. Virtual Hallway is not responsible for missed appointments.
16. You may delegate administration responsibility to Your support staff. Administration staff added to the Platform have authority to send and download consults. You remain responsible for any actions taken by Your support staff. Consults sent by support staff will have text attached to the consult explaining that the consult was sent by them on behalf of You.
17. You agree to follow any policies or procedures reasonably required by Virtual Hallway from time to time as Services expand or change.
18. Confidentiality and Privacy of Clinician Information.
Virtual Hallway collects information about the User upon registration such as Your name, cell phone or phone number, College of Physicians and Surgeons license number, email address and Photo ID in order to verify Your status as a medical professional in good standing. We reserve the right to email or call the phone number You provided to verify your identity or any other number that is publicly available. We do not share your personally identifiable information with any third party, with the exception of the Billing Agent as detailed in Paragraph 2 above; and Your email address to our email service provider. Please refer to Virtual Hallway’s privacy policy for more information on how We take care of your personally identifiable information. Virtual Hallway will only use Your personally identifiable information for the purposes of providing the Service.
We may also, from time to time, show Your profile to potential Users or institutional partners for the purpose of platform demonstration.
1. Confidentiality and Privacy of Patient Personal Health Information
As a Clinician (or an institution), You acknowledge that You are a “custodian”/ “trustee” of your Patients’ personal health information as such term is defined under the Relevant Privacy Law, with all the rights and obligations related thereto. You also acknowledge that You have received, if required by applicable law, the consent of Your Patient(s) to process their personal health information via the Virtual Hallway Platform or that You have taken appropriate measures to ensure You can use Your Patient(s)’personal health information in this manner without their consent. In any event, You hereby confirm and agree that by using the Platform and any related Services and accepting this Agreement, You are in compliance with the Relevant Privacy Law and any and all other acts and regulations related to personal health information and otherwise. By using the Platform and the Services, You do not transfer obligations as a custodian / trustee of Your Patients to either Virtual Hallway.
As the custodian of Your Patients’ personal health care information, You acknowledge that Virtual Hallway acts as an “agent” / “affiliate”, as defined in the Relevant Privacy Law. You acknowledge that we may hold a group practice number for the sole purpose of billing on behalf of our Users and we do not operate a group practice. You hereby authorize Virtual Hallway to act on your behalf and consent to us obtaining and holding the personal health information of Your Patients for the sole purpose of performing the Services, including the billing services, We provide in the Platform. You acknowledge and confirm that We will hold all personal health care information on your behalf in the following manner:
1. We will only collect and maintain Patient personal health information that You provide to us in relation to the Services.
2. We will not share the personal health information with any person or third-party entity other than a person authorized as working with You (ex. administrative assistant); the Consultant Clinician with whom You have asked to consult; and the Billing Agent provider who is pre-approved by MSI to undertake billing services on its behalf.
3. We will store personal health information only within Canada and only in Virtual Hallway’s secured servers. More information on Virtual Hallway’s security measures and safeguards can be found on Our website.
4. We will only store Patient personal health information on Virtual Hallway’s servers for as long as You ask us to maintain it. If, in Virtual Hallway’s determination, it is no longer reasonable or compliant with applicable laws to store the personal health information on Your behalf, We will provide You with sixty (60) days’ notice to retrieve any personal health information from Virtual Hallway’s servers. Likewise, if You terminate this Agreement and You no longer wish for us to provide the Services to you, We will provide You with sixty (60) days’ notice to retrieve any personal health information You wish to maintain on Your own server. After either 60-day notice period mentioned in this Section 4, Virtual Hallway will permanently delete and dispose of the personal health information in accordance with industry standard practices and You acknowledge You will no longer be able to access the personal health information.
5. You acknowledge and consent to the collection by Virtual Hallway of statistics of usage on the Platform and the Services in the aggregate for analysis, reporting, and/or marketing and communication purposes. We may also use de-identifying data collected on the Platform to improve the services we offer to You from time to time, including the creation of artificial intelligence applications. The information compiled is anonymous and does not identify a Patient or User.
6. Limited Warranties and Disclaimers.
Virtual Hallway warrants that, for so long as You continue to pay the Fees as set out in Paragraph 2 above, Virtual Hallway will continue to update, repair and correct material errors in the Platform. Virtual Hallway’s entire liability and Your exclusive remedy in case of the breach of this limited warranty shall be the correction/repair of the defect on the Platform. This limited warranty is not applicable if the defect is caused by Your misuse of the Platform either from accident, abuse, negligence, misapplication or where the Platform is not used in accordance with its specified purpose.
EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIRTUAL HALLWAY DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE PLATFORM AND SERVICES WILL BE FAIL SAFE, UNINTERRUPTED, ERROR FREE, OR THAT THE PLATFORM WILL BE PROTECTED AGAINST ALL POSSIBLE THREATS. VIRTUAL HALLWAY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO, ANY CONDITIONS OR WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, NON-INTERRUPTION, AND ACCURACY OF INFORMATION, ALL TO THE EXTENT ALLOWED BY APPLICABLE LAW.
Limitation of Liability and Release.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT, WHETHER IN TORT, CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT IT WAS FORESEEABLE OR WHETHER VIRTUAL HALLWAY WAS ADVISED OF THE POSSIBILITY, SHALL VIRTUAL HALLWAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, DELAY, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, INJURY, DEATH, LOSS OF CONFIDENTIAL INFORMATION AND/OR PERSONALLY IDENTIFIABLE INFORMATION, OR BREACH OF CONFIDENTIALITY OR PRIVACY LAWS).
User’s sole remedy for any claims or issues arising from the use of the Platform or the Services is to discontinue use of same. To the extent any of the foregoing limitations of liability are not enforceable, Virtual Hallway’s maximum liability to the User for direct damages is the aggregate Fees paid by the User during the previous six (6) months.
User hereby releases Virtual Hallway from and waives any and all potential claims against Virtual Hallway which may arise as a result of using the Platform and/or the Services. User agrees to defend, indemnify and hold Virtual Hallway harmless from any claim by or on behalf of a Patient, another User or any third party whosoever for any reason whatsoever, as a result of the use of the Platform or the Services or as a result of Your non-compliance with applicable laws.
Term and Termination.
This Agreement is immediately effective when You click your acceptance to the terms and conditions herein and continues automatically unless either Party terminates this Agreement with ten (10) days written notice to the other Party, or is otherwise terminated in accordance with this Paragraph 9.
Virtual Hallway shall have the right to terminate this Agreement or suspend Your access to the Platform if You do not pay your Fees as and when agreed upon in this Agreement. Virtual Hallway shall provide You with ten (10) days’ notice to pay any outstanding Fees before any such cancellation or suspension. If You do not pay your Fees and subsequently request to be reconnected to the Platform, a reinstatement fee may apply.
Virtual Hallway shall also have the right to terminate this Agreement or suspend Your access to the Platform if it suspects You are failing to comply with the terms and conditions of this Agreement, and in particular your obligations under Paragraph 4 above. Virtual Hallway shall provide You with ten (10) days’ notice of such cancellation or suspension unless the circumstances warrant an immediate termination notice.
Virtual Hallway may suspend or terminate Your access to the Platform if a change in any law, including an Relevant Privacy Law, requires a material change to the Platform or renders the delivery of the Platform and/or Services unfeasible in Virtual Hallway’s sole opinion.
Upon termination of this Agreement for any reason whatsoever, Your license to access and use the Platform shall cease. Termination does not entitle You to any refund or return of any portion of your Fee. All Fees paid in relation to Your use of the Platform and the Services are non-refundable, unless Virtual Hallway is proven to have made an error or omission in billing.
General Provisions.
1. You shall not have the right to assign or otherwise transfer your rights under this Agreement.
2. Virtual Hallway shall have the right to engage contractors to perform the Services offered in this Agreement.
3. This Agreement shall be governed by the laws of the Province of Nova Scotia and the laws of Canada applicable therein. Each party submits to the exclusive jurisdiction of the courts located in Nova Scotia for any dispute arising in connection with this Agreement, the Platform or the Services.
4. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, it shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement.
5. Any notices required or permitted to be provided to the other Party under this Agreement shall be made electronically to the email address provided by the Parties and is commonly used as a means of communication. The Parties agree this Agreement shall be entered into electronically in accordance with applicable law.
6. Neither Party shall be liable for any loss, injury or delay, expenses or damages arising out of any cause or event not within its reasonable control, including, but not limited to: riots, wars or hostilities between nations, acts of terrorism, acts of God, fires, storms, floods, earthquakes, pandemics, strikes, government restrictions on trade, or other contingencies.
7. This Agreement supersedes all prior agreements, information available on the Virtual Hallway website, representations and understandings and contains the entire agreement between You, the User, and Virtual Hallway. Virtual Hallway reserves the right, at its discretion, to modify or amend this Agreement from time to time and You hereby agree to be bound by any such modifications or amendments. You will be notified of any such modifications and amendments and shall have the right to terminate this Agreement in accordance with Paragraph 9 above if You do not wish to be bound by such modifications or amendments. If You continue to use the Platform and/or the Services after notice of such changes to the Agreement, You agree to be bound by any such changes.
8. Any failure or delay by a Party in exercising a power or right in relation to the terms and conditions of this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right.
VIRTUAL HALLWAY PROVIDES THE PLATFORM AND THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE BUTTON BELOW “I have read and agree to the terms and conditions if this Agreement” below, You accept this Agreement and agree to be legally bound by its terms and conditions of use.
