Product and Legal Terms

**Effective Date:** 2026-05-01

**Last Updated:** 2026-05-23

**Company:** O2 Duo ("Company", "we", "us", "our")

**App Name:** Promptly (the "App")

These Product and Legal Terms ("Terms") govern access to and use of the App, website, APIs, and related services (collectively, the "Services") by all users, including patients, healthcare providers, and healthcare professionals.

By creating an account, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1) Scope of Services

The Services provide a technology platform for discovering, requesting, coordinating, and communicating regarding healthcare-related services. The Services may include messaging, scheduling, location-based matching, and payment facilitation features.

Unless explicitly stated in a signed written agreement, Company is not the employer, supervisor, or clinical manager of independent providers using the platform.

2) No Emergency Use

THE SERVICES ARE NOT FOR EMERGENCIES.

Do not use the Services for urgent or life-threatening conditions. Call local emergency services immediately (for example, 911) or go to the nearest emergency department.

3) No Medical Advice; Independent Clinical Judgment

1. Company does not provide medical advice, diagnosis, or treatment.

2. Content made available through the Services is for general informational purposes only.

3. Any healthcare decisions must be made by a licensed professional using independent clinical judgment.

4. Nothing in the Services creates a physician-patient or clinician-patient relationship with Company.

4) User Eligibility and Accounts

You represent and warrant that:

• You are legally able to enter binding contracts.
• Information you submit is accurate, current, and complete.
• You will maintain confidentiality of login credentials.
• You will promptly notify us of unauthorized account use.

You are responsible for all activity under your account, except to the extent caused by our gross negligence or willful misconduct where non-waivable law applies.

5) Role-Specific Terms

5.1 Patients and Patient Representatives

• You are responsible for the accuracy of personal, medical, insurance, and location information you provide.
• You must review provider credentials and suitability for your needs.
• You acknowledge care outcomes depend on multiple factors outside Company control.

5.2 Healthcare Providers and Healthcare Professionals

• You represent that you hold all required licenses, permits, certifications, and insurance.
• You are solely responsible for legal and professional compliance, including scope-of-practice rules, documentation, supervision duties, and informed consent obligations.
• You are solely responsible for care delivery, clinical decisions, and patient communications.
• You must not rely on the Services as your only means of receiving requests or emergency communications.

6) Acceptable Use and Prohibited Conduct

You agree not to:

• Use the Services in violation of law, regulation, or professional codes.
• Submit false, misleading, defamatory, obscene, or infringing content.
• Harass, discriminate against, threaten, or abuse users or staff.
• Reverse engineer, scrape, or interfere with system integrity.
• Upload malware, attempt unauthorized access, or bypass security controls.
• Use bots or abusive automated traffic that causes spam, fraud, or excessive platform cost.

We may monitor, suspend, limit, or terminate access to protect users, legal compliance, and platform integrity.

7) Matching, Availability, and Communications

Company does not guarantee:

• Any specific provider assignment or acceptance,
• Availability, response time, travel time, or treatment outcomes,
• Continuous uptime, delivery of messages, or error-free operation.

Network outages, device constraints, third-party dependencies, and user actions may affect performance.

8) Fees, Payments, and Refunds

Where applicable, fees are shown before confirmation. By proceeding, you authorize charges as presented.

• Additional taxes, processing fees, cancellation fees, or no-show charges may apply as disclosed.
• Unless required by law, completed services are generally non-refundable.
• Payment processors are third parties and may impose their own terms.

9) Privacy and Data Handling

Your use of the Services is also governed by our Privacy Policy (refer to 'View Privacy Policy' page).

You acknowledge that:

• Data may be processed to provide core functionality (matching, scheduling, communication, payment, fraud prevention, support, and legal compliance).
• Location data may be used when needed for service coordination.
• No system is completely secure; we implement reasonable safeguards but cannot guarantee absolute security.

If you are a provider with legal duties regarding personal health information, you remain responsible for your own compliance obligations unless a separate written data-processing agreement states otherwise.

10) Third-Party Services and Integrations

The Services may depend on third-party tools (for example, cloud hosting, notifications, maps, analytics, messaging, or payment providers). Company is not responsible for third-party outages, policies, acts, or omissions.

11) Intellectual Property

Company and its licensors own all rights in the Services, software, branding, and content (excluding user-provided content). You receive a limited, revocable, non-exclusive, non-transferable license to use the Services as permitted by these Terms.

12) User Content License

You grant Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt, and display user content solely as needed to operate, secure, improve, and comply with law for the Services.

You represent you have all rights needed to submit such content.

13) Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AVAILABILITY, OR ACCURACY.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION.

2. COMPANY WILL NOT BE LIABLE FOR CLINICAL DECISIONS, CARE OUTCOMES, PROFESSIONAL MISCONDUCT, OR ACTS/OMISSIONS OF INDEPENDENT USERS.

3. COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOU TO COMPANY IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) USD 100.

15) Indemnification

You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees, and affiliates from claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use or misuse of the Services,
• Your breach of these Terms,
• Your violation of law or third-party rights,
• Your content, conduct, or professional services.

16) Suspension and Termination

We may suspend, restrict, or terminate accounts at our discretion for risk, abuse, safety, nonpayment, legal requests, or Terms violations. You may stop using the Services at any time.

Sections that by nature should survive (for example, payment obligations, IP, disclaimers, liability limits, indemnity, dispute resolution) will survive termination.

17) Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict-of-laws rules.

Any dispute arising under these Terms will be resolved through:

1. Good-faith informal negotiation for at least [30] days, then

2. Binding arbitration in Toronto, Ontario, Canada, except where prohibited by law, with either party allowed to seek injunctive relief for IP or misuse claims in competent courts.

If enforceable in your jurisdiction, both parties waive jury trial and participation in class or representative actions.

18) Changes to Terms

We may update these Terms from time to time. Material changes will be communicated through reasonable means (for example, in-app notice, email, or website posting). Continued use after the effective date of updated Terms constitutes acceptance.

19) Contact

For legal notices and questions:

• Email: davidkm310@gmail.com
• Address: L4J, ON, Canada

20) Entire Agreement; Severability; No Waiver

These Terms, together with incorporated policies (including Privacy Policy), form the entire agreement between you and Company regarding the Services, superseding prior understandings on this subject.

If any provision is found unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.