GENERAL SERVICE AGREEMENT

GENERAL SERVICE AGREEMENT
Last updated: June 6, 2021
This agreement is between you (hereinafter referred to as “you”) and AIRMEDIC Inc., a corporation legally
incorporated under the Canadian Business Corporations Act, having its registered office at 4980 route de
l’Aéroport, Saint-Hubert, Quebec, J3Y 8Y9 (hereinafter referred to as: “Airmedic”), (each being a “Party”
together, the “Parties”). If you accept this Agreement not as an individual, but on behalf of your company or
other legal entity, that entity and its affiliates will be referred to as “you” in this Agreement and you represent
that you have the authority to bind that entity and its affiliates for the purposes of entering into this Agreement.
The Parties hereby agree to abide by the terms and conditions of this Agreement.
BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING ON A BOX EVIDENCING YOUR
ACCEPTANCE, OR BY SIGNING A PURCHASE ORDER REFERRING TO THIS AGREEMENT OR SIMPLY
BY USING THE AIRMEDIC SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
1. DEFINITIONS. The following terms, when used in this Agreement, have the meanings set out in this
Section 1. Other terms are defined where they are used. Definitions are deemed to refer to the singular or
plural, depending on the context.
1.1. “Beneficiaries” means a person under your corporate control who may benefit from the Services.
Beneficiaries may include, for example, your employees, visitors, affiliates, consultants, agents or any
person you designate on the site of your operations;
1.2. “Purchase Order” means Airmedic Services order documents and documentation specifying your
right to use the Services for a fixed term subscription;
1.3. “Agreement” means this Agreement to Use the Airmedic Services;
1.4. “Affiliated Entity” means an entity that, directly or indirectly, controls, is controlled or is under
common control with a Party, where “control” includes both the power to direct management or affairs
and ownership of 50% or more of the voting shares or any other equivalent voting rights of an entity;
1.5. “Authorized Personnel” means the individual or individuals you authorize to formally contact
Airmedic to activate the Services;
1.6. “Professionals” means the health professionals selected by Airmedic to perform the Services;
1.7. “Services” means Airmedic’s medical and inter-hospital transfer services by helicopter and air in the
event of an accident or illness requiring care and activated at the request of your Authorized Personnel.
2. DESCRIPTION OF THE AGREEMENT
2.1. Subject. The purpose of this Agreement is to provide all of your beneficiaries with medical rescue
Services in accordance with your applicable Purchase Order.
2.2. Scope. This Agreement governs your initial purchase as well as any future purchases by you that refer
to this Agreement. This Agreement includes all Purchase Orders, documentation and other policies and
appendices referenced therein. The benefit of this Agreement extends to your Affiliated Entities;
provided that you remain responsible for placing Purchase Orders, distributing Airmedic
communications to your Affiliated Entities, and keeping your Authorized Personnel list current.
Documentation may be amended by Airmedic from time to time to reflect process improvements or
changes in market practices. 2.3. Geographical Boundaries. For the purposes of this Agreement, the Services are accessible and may
only be used within the territory where your commercial activities are conducted. Airmedic is not
responsible for any attempt by you or your Beneficiaries to use the Services outside of these limits.
3. YOUR DATA
3.1. Property. Airmedic does not claim any ownership rights in the personal data that you record or
communicate with the Professionals (hereinafter “Your Data”) and Airmedic recognizes that there is
no assignment of your rights in such data to Airmedic under this Agreement. You agree that Airmedic
may share Your Data with service subcontractors to the extent that such sharing is necessary in order
to render the Services to you.
3.2. License. You grant Airmedic a non-exclusive, universal, royalty-free license to reproduce, use and
modify Your Data exclusively to the extent necessary to provide you with the Services and support
offered in accordance with this Agreement. You agree that Airmedic may use Your Data to perform
internal analytics only in relation to the use of its Services, for research and development purposes
and in accordance with Airmedic’s Privacy Policy.
3.3. Accommodation. For the purposes of this Agreement, Your Data will be processed and hosted in
Canada in secure servers. You hereby consent to Your Data being processed and hosted in that
country.
3.4. Conservation. Upon termination of the Agreement, Airmedic agrees to retain Your Data for any period
in accordance with applicable laws and regulations. Upon your written request to Airmedic, Airmedic
will provide you with a copy of Your Data in the format available within a reasonable period.
Notwithstanding the foregoing, Airmedic may delete Your Data to the extent that it does not comply
with this Agreement or that Airmedic considers inappropriate in its sole discretion. Upon request,
Airmedic will delete Your Data that is not essential to the provision of the Services within a reasonable
period. Unless you indicate otherwise and notwithstanding its legal archiving obligations, Airmedic will
delete all Your Data within a reasonable time and at the latest within that prescribed by law.
4. TERMS OF PAYMENT
4.1. Fees. You agree to pay all fees in accordance with each Purchase Order (hereinafter the “User Fees”).
Unless otherwise stated in your Purchase Order, you will pay all amounts in Canadian dollars within
thirty (30) days of Airmedic receiving your invoice. If an invoiced amount is not received by the due
date, without limiting Airmedic’s rights and remedies, additional fees may accrue at the lesser of a rate
of 1% per month or at the maximum rate permitted by applicable law. In the event that a payment
owed by you is thirty (30) days or more late, Airmedic shall have the right, in its sole discretion, to
suspend your access to the Services until payment is made. This suspension does not terminate this
Agreement and the fees will continue to be accrued and payable until the termination or expiration of
this Agreement. Except as expressly provided in this Agreement, all amounts are non-refundable, noncancellable and cannot be credited.

4.2. Taxes. The User Fees you pay under this Agreement exclude taxes or duties payable on the Services
in the jurisdiction in which the fees are incurred. To the extent that Airmedic pays such duties or taxes,
you must pay Airmedic the amount of such duties or taxes in addition to any applicable fees due under
this Agreement.
5. TERM AND TERMINATION
5.1. Term. The Parties agree that this Agreement is in effect for as long as you have a valid Purchase Order
that has not been terminated and for a reasonable grace period between the expiration of a Purchase
Order and the signing of an applicable renewal Purchase Order.
5.2. Termination for Default. Either Party may terminate this Agreement before the expiration of the Term
if the other Party materially breaches any of the terms of this Agreement and fails to remedy such
default within thirty (30) days of written notification of the default. Either Party may also terminate
this Agreement before the expiration of the Term if the other Party ceases operations, declares
bankruptcy, becomes insolvent or is otherwise unable to meet its financial obligations.
5.3. Termination for Convenience. You expressly and irrevocably waive your right to terminate the
Agreement under article 2125 of the Civil Code of Québec. In the event of non-compliance with this
paragraph, Airmedic may, at its sole and discretion, declare that all amounts due or to become due
during the Remaining Term of the Agreement are immediately due and claim such amounts as
damages.
5.4. Survival of Obligations. Termination of the Agreement terminates any subscription you have been
granted as well as Airmedic’s obligation to provide you with the Services. All provisions herein, which
by their nature must survive any termination or expiration of this Agreement, shall survive any
termination or expiration of this Agreement.
6. YOUR COMMITMENTS
6.1. Capacity. You represent and warrant that you have the power and legal authority to enter into this
Agreement, and that this Agreement is entered into by a representative of this Party with all the
necessary powers to bind it to the terms and conditions of this Agreement.
6.2. Information. You agree to provide, at Airmedic’s request, any relevant information about the
Beneficiaries, the location of the airstrip closest to your commercial territory, the GPS coordinates of
any helicopter, the names and contact details of the person responsible for health and safety at the
covered site(s) if any, and any information deemed reasonably relevant by Airmedic to provide the
Services.
6.3. Transport. You represent and acknowledge that Airmedic retains technical control of the aircraft used
for the Services and that you will respect the authority of the captain of an Airmedic aircraft and its
crew when performing the Services.
6.4. Liability. You represent and warrant that you will use the Services in accordance with this Agreement
and that you will be jointly and severally liable for any breach of this Agreement by any of your
Beneficiaries.
6.5. Restrictions. You agree not to: (i) use or access the Services in a manner that causes a safety risk to
the crew of an Airmedic aircraft; (ii) record and/or distribute in any manner or form the Services
without the written permission of Airmedic, (iii) publicly disseminate information regarding the
performance of the Products.
6.6. Subcontracting. You agree and acknowledge Airmedic’s right to delegate, pursuant to section 7.2
below, Airmedic’s Services to a third party.
6.7. Advertising. You authorize Airmedic to use your company name and/or logo on the Airmedic website
and for any other marketing tools, such as brochures or presentations. This authorization is valid for
an unlimited period during the term of this Agreement, unless you advise otherwise.
6.8. Emergencies. You represent and agree that the Services are not intended for use in an emergency and
should not be used for medical emergencies. If you have a medical emergency in a public service area,
you must contact the emergency services in your area or go to the nearest hospital or health centre.
7. AIRMEDIC’S COMMITMENTS
7.1. Compliance. Airmedic agrees to (i) provide you with the Services in accordance with industry standards
and applicable documentation, and (ii) hold all required permits and authorizations, for the term of the
Agreement.
7.2. Availability. Airmedic undertakes to use commercially reasonable efforts to maintain adequate
availability of the Services in the province of Quebec. In the event of unavailability of Airmedic’s fleet
of aircraft or unreasonable response times, Airmedic undertakes to subcontract the Services as soon
as possible and according to the capabilities of its subcontractors, such as a land ambulance service,
the Sûreté du Québec or the Canadian Forces.
7.3. Security. Airmedic is committed to implementing commercially reasonable security procedures to
ensure the safety of your Beneficiaries when using the Services. 7.3. Security. Airmedic is committed to implementing commercially reasonable security procedures to
ensure the safety of your Beneficiaries when using the Services. Airmedic undertakes to investigate
within a reasonable time the Services provided by a Professional following a complaint communicated
to Airmedic at [email protected]. As a result of this investigation, Airmedic may, at its sole
discretion, remove the Professional from the Services.
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7.4. Access to Sites. Airmedic is committed to accessing your sites for the performance of the Services in
accordance with your applicable policies and procedures, and without impeding the continuity of your
operations and activities.
7.5. Insurance. Airmedic agrees to subscribe to and maintain at all times during the term of the Agreement,
liability insurance coverage covering the acts performed by its employees and agents in connection
with the Services for a minimum amount of $5,000,000 per event. Airmedic will provide you with a
certificate of this insurance upon request.
7.6. Limitations. Notwithstanding any of the foregoing in this section, circumstances may arise
beyond Airmedic’s reasonable control that result in the Services being disrupted or prevented such
as: (i) aviation safety requirements or adverse weather conditions
that may pose a risk to the safety of the crew and their passengers; to this end, you agree to comply with Airmedic’s or Transport Canada’s decision-making bodies; (ii) operational or medical imperatives, or (iii) errors made by you, such as
incomplete, insufficient or late information sharing, and/or one of your Beneficiaries who has not
activated his GPS in an area that is difficult to access. In such circumstances, Airmedic, its employees
and subcontractors, as well as Airmedic’s directors, officers and other representatives, shall not be
liable directly or indirectly for any damages, whether foreseeable or not, of any kind whatsoever,
attributable to the occurrence of such uncontrollable events that disrupted Airmedic’s intervention or
prevented it from intervening. You acknowledge that Airmedic is the sole judge of whether to intervene
in a given situation as well as the means and modalities of intervention that may, if necessary, be
deployed.
This medical coverage is applicable as long as employees’ outside employers activities remain at a
minimal level of risk, such as walking, relaxing, or other similar activities. Activities considered risky
and excluded from this coverage include, but are not limited to: biking, Fishing, hicking, Extreme
sports, bungee jumping, Rafting, Kayaking Canoying, etc Employees are required to follow company
safety guidelines and use good judgment in their activities within the territory of operations. Failure
to follow these guidelines may result in suspension or termination of medical coverage.
8. DISCLAIMER OF WARRANTIES. The Services are provided on an “AS IS” and “AS AVAILABLE” basis.
To the extent permitted by law, AIRMEDIC DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND
CONDITIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY
OR SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, QUIET
ENJOYMENT AND FITNESS FOR A PARTICULAR PURPOSE.
9. RIGHT OF OWNERSHIP
9.1. Property. The Services are available under a subscription as described in more detail in your applicable
Purchase Order. No ownership rights are assigned to you. Airmedic retains all right, know-how, title
and interest, including all intellectual property, whether protected or not, or material, and trade secrets,
in and to the Services, their overall appearance, any associated or underlying technology, and any
modification or derivative works of the Services created by or for Airmedic.
9.2. Suggestions. From time to time, you may submit comments, information, questions, data, ideas,
process descriptions or other information to Airmedic, which may then anonymize them (such
communications, when anonymized, constitute “Suggestions”). Airmedic may use, copy, disclose,
license, distribute and exploit any Suggestion in any manner without any obligation, royalty or
restriction based on intellectual property rights or otherwise. The Suggestions specifically exclude Your
Data and nothing in this Agreement limits Airmedic’s right to independently use, develop, evaluate or
market the Services, whether or not they incorporate your Suggestions. 9.3. Performance indicators. Notwithstanding any other term of this Agreement, Airmedic is authorized to
use Your Data, which has been previously anonymized, in order to aggregate it with the data collected
from other Airmedic customers and to use the aggregated data for analytical and statistical purposes
(the “Performance Indicators”). Performance Indicators may be disclosed to any person, at
Airmedic’s sole discretion.
10. Confidentiality
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10.1. Confidential Information. Each Party agrees that any
invention, know-how, technical, financial, medical and commercial information, or any information
specifically designated as confidential or reasonably to be understood as confidential or proprietary
disclosed to such Party (the “Receiving Party”) by the Disclosing Party (the “Disclosing Party”)
constitutes the confidential property of the Disclosing Party (the “Confidential Information”). The
Receiving Party shall use reasonable efforts (which shall be no less than efforts to protect its own
Confidential Information of a similar nature) to prevent the disclosure of the Disclosing Party’s
Confidential Information for purposes other than those permitted by this Agreement, unless authorized
by the Disclosing Party.
10.2. Exceptions. Notwithstanding the foregoing, these
terms and conditions do not apply to Confidential Information which has been excluded, in writing,
from the application hereof, which is public knowledge or which subsequently becomes public
knowledge other than by acts or omissions in violation of this Agreement or which was legally obtained
by one of the Parties from independent sources possessing in a lawful and legal manner such
information which could, moreover, constitute Information for the purposes hereof.
11. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Airmedic as well as its Affiliated
Entities, directors, officers, shareholders, and employees with respect to all damages, claims, liability,
losses, costs, fines, penalties, and debt, including reasonable legal fees and expenses that Airmedic and its
Affiliated Entities may incur or be required to pay, directly or as a result of a third party claim, and which
would result from any alleged breach by you of this Agreement.
12. LIMITATION OF LIABILITY
12.1. Indirect Damages. To the fullest extent permitted by
law, neither of the Parties can be held responsible for indirect, special, punitive, incidental or
consequential damages of any nature whatsoever, whatever the form of the action, whether
contractual or extra-contractual, strict liability or otherwise, even if it is advised in advance of the
possibility of such damages.
12.2. Direct Damages. To the extent permitted by law and
subject to the disclaimer of warranty clauses in paragraphs 7.6 and 8 above, the Parties’ total liability
for any damage will not exceed the amount you paid to Airmedic for the Services during the twelve
(12) months immediately preceding the claim. 12.3. Exceptions. Notwithstanding any of the foregoing, this
section does not apply (i) to gross negligence or willful misconduct of one of the Parties, (ii) to
indemnity obligations, (iii) to any breach of your commitments under section 6, and (iv) any fault
causing bodily injury.
13. GENERAL PROVISIONS
13.1. Notice. Any notice or other communication required or authorized under this Agreement shall
be in writing and shall be deemed to be duly notified or made if (i) delivered by hand, (ii) sent by post
by first class mail, or (iii) sent by email to the addresses listed on this Agreement or in a user account.
13.2. Modification of the Agreement. Unless otherwise
provided herein, this Agreement may only be amended in writing signed by a duly authorized
representative of each Party.
13.3. Arbitration. In the event of any dispute or claim
resulting from this Agreement, the Parties will consult and negotiate with each other and, recognizing
their mutual interests, will attempt to reach a solution satisfactory to both Parties. If the Parties fail to
reach a settlement within 60 days, any unresolved dispute or claim arising out of this Agreement will
be referred to binding arbitration. The Parties will seek to mutually appoint an arbitrator. If the Parties
cannot agree on a single arbitrator, there will be three (3) arbitrators: one chosen by each Party and
a third by the first two.
13.4. Autonomy of Provisions. This Agreement constitutes
the entire agreement between the Parties relating to the Services and takes precedence over all
communications, proposals and representations, oral or written, prior or contemporary, concerning the
Services or any other subject covered herein. If any provision of this Agreement is held to be invalid
by an arbitrator or court of competent jurisdiction, that provision will be severed and the remainder of
this Agreement will remain in effect and enforceable and will be interpreted so as to respect the
intention of the Parties to the greatest extent possible.
13.5. Injunction Measure. Nothing in this Agreement shall prevent either Party from seeking an
injunction in the event of a violation of intellectual property rights, confidentiality obligations or in
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connection with the execution or recognition of any decision or order made in any appropriate
jurisdiction.
13.6. Force Majeure. Neither Party shall be liable to the other for any delay or breach of any obligation
under this Agreement (except for non-payment of) if the delay or breach of an obligation under this
Agreement is due to unforeseen events beyond the reasonable control of the Parties.
13.7. Assignment. Your rights and obligations under this
Agreement cannot be assigned without the prior written consent of Airmedic. Airmedic may assign all
or part of its rights and obligations under this Agreement.
13.8. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable
therein. In the event of any inconsistency or discrepancy between the provisions of the English version
and the French version of this Agreement, the Parties agree that the French version shall prevail.
13.9. Independent Parties. The Parties hereto are
independent. This Agreement should not be interpreted as establishing a partnership relationship
between the Parties or as creating any other form of legal association which would give one of the
Parties the right, power or authority, express or implied, to create a duty or obligation to the other
Party.