Terms and conditions

Last updated:

Aug 19, 2025

The present terms and conditions of use (the "TCU") govern your access to and use of the Services, and constitute a legally binding agreement between you and Lime Santé. By clicking on a box indicating your acceptance, creating an Account, or accessing or using our Services, you confirm that you have read, understand, and agree to be bound by all of these TCU and any additional terms, rules, and conditions issued by Lime Santé from time to time. These TCU take effect from the date you open an Account. If you do not agree or cannot fulfill the obligations described in these TCU, please do not use our Services.

Lime Santé may make changes to the TCU from time to time. Changes will be communicated by publishing the revised TCU on this page, as well as the date of the last revision. These updates are effective upon publication and become enforceable thirty (30) days after publication. You will be informed of these changes, and by continuing to access or use the Services after receiving this notification, you acknowledge and agree to the modified terms.

You declare to Lime Santé that you are legally able to enter into these TCU. Accessing the Services in violation of local laws is at your own risk. You will comply with these TCU and applicable laws.


Definition

  1. "Improvement" means modifications, enhancements, developments, customizations, updates, improvements, aggregations, compilations, derivative works, translations, and adaptations;

  2. "Application" means the mobile application Emilia developed and published by Lime Santé, which is available through the Download Platforms, as well as all its graphical, audio, visual, software, and textual components;

  3. "Client" means an individual for whom access to the Services has been activated;

  4. "Account" means an account within the Application dedicated to you for accessing and using the Services;

  5. "Content" means, without limitation, all information, all code, all data, all functionality, all website design, all text, all software, all music, all audio content, all photographs, all graphic elements, all videos, all messages, all tags, and/or any other material;

  6. "Documentation" means all manuals, instructions, or other documents or materials that Lime Santé may provide or make available to you, in any form or medium, that describe the functionality, components, features, requirements, or costs related to the Services. Documentation does not include content published in user or community forums;

  7. "Personal Data" means all Client Data containing information about an identifiable person;

  8. "Client Data" means all data, in any form, including but not limited to textual data, audio files or others, that is entered, transmitted, provided, or stored by the Client or on its behalf in the Services. To the extent that this Content is stored in, or transferred to, the Application, this Content will be considered Client Data;

  9. "Intellectual Property Rights" means all patents, rights in inventions, utility models, copyrights and related rights, trademarks, service marks, trade names, business names and domain names, rights to goodwill or causes of action for unfair competition, rights in unfair competition, rights in designs, rights in software, rights in databases, rights in topographies, rights in confidential information (including know-how and trade secrets), as well as any other intellectual property right, whether registered or not, including any applications, renewals or extensions of these rights, and any rights or forms of similar or equivalent protection in any part of the world, as well as any claims for damages arising out of past, present, or future violations of the above, with the right, but not the obligation, to bring actions and recover such damages for the use or violation of such rights;

  10.  "Audio file" means Client Data consisting of sound or voice content, including, but not limited to, any recording made using the Voice Recording Feature, which is transmitted, provided, or stored, in digital format within the Services, by the Client or on its behalf;

  11. "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party") in oral or written form, which is designated as confidential or reasonably should be considered confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, the terms and conditions of these General Conditions and services. Confidential Information does not include information that (i) is or becomes generally known to the public without breaching any obligation to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breaching any obligation to the Disclosing Party; (iii) was independently developed by the Receiving Party without breaching any obligation to the Disclosing Party; or (iv) is received from a third party without breaching any obligation to the Disclosing Party;

  12. "Voice Recording Feature" means any functionality of the Application allowing recording, capture, or audio transcription of conversations, including those occurring between a healthcare professional and you;

  13. "Aggregated Statistical Information" has the meaning assigned to it in paragraph 8.1;

  14. "Lime Santé" means Lime Santé Inc.;

  15. "Large Language Models" means any large language model developed by a third party and used by Lime Santé in connection with the provision of the Services;

  16. "Parties" means collectively Lime Santé and the Client, and "Party" means individually either of them;

  17. "Download Platforms" means the digital platforms operated by third parties such as Apple's App Store, Google Play Store or any other equivalent app store, allowing the Client to download, install or update the Application;

  18. "Privacy Policy" means the privacy policy of the Application, available on the Emilia website at the following address [hyperlink] ;

  19. "Associated Profile" means a profile that the Client voluntarily decides to link to their Account, on digital platforms operated by third parties, such as Google or Facebook;

  20. "Generated Result" means any content, information, or response produced by a Large Language Model in response to Client Data or any other instruction, request, or input submitted by the Client through the Application.

  21. "Feedback" has the meaning assigned to it in paragraph 8.3;

  22. "Services" means all features made available by Lime Santé through the Application, including but not limited to audio recording, automated transcription of conversations, as well as structuring notes, translating voice exchanges, distributing questionnaires, and exchanging information,  popularizing medical terms and summaries aimed at facilitating the documentation of exchanges between Clients and healthcare professionals;  and

  23. "You, your" means the Client.


  1. Services

2.1 Use and Access to the Services

Subject to compliance with the TCU, Lime Santé grants the Client a worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Services, to download, install, access, and use the Application on any compatible device owned or controlled by the Client, solely for personal and non-commercial purposes, in accordance with the applicable Documentation. 

2.2 Application of the TCU

The applicable period of these TCU begins on the date you accept the present TCU and continues until you cease your use of the Services in accordance with the provisions of these TCU. 

2.3 Updates

You acknowledge and agree that technology is constantly evolving and progressing, and that Lime Santé reserves the right to update the Services from time to time, with or without notice. These updates may include patches, bug fixes, version upgrades, or functional or technical modifications to the Services. Lime Santé may, in its discretion, suspend your access or use of the Services for scheduled maintenance or to address urgent security issues. Lime Santé reserves the right to limit, suspend, or withdraw, at any time and without notice, all or part of the features of the Application and the Services, without any right to compensation or recourse from the Client.

2.4 Interruption of Services

From time to time, the Services may be unavailable for brief periods for maintenance, updates, or force majeure. While Lime Santé strives to make this unavailability as brief as possible, Lime Santé cannot be held liable for any loss or damage, monetary or otherwise, resulting from the interruption of the Services, and disclaims any responsibility in this regard.


  1. Download Platforms 

In connection with the requirements of the Download Platforms, you acknowledge and agree to the following :

a) The present TCU are concluded only between you and Lime Santé, and not with the Download Platforms, which are not responsible for the Application or its content;

b) You will use the Application only in connection with a compatible device that you own or control; 

c) The Download Platforms have no obligation to provide maintenance or support services regarding the Application;

d) You remain subject to the policies, terms, and conditions of use specific to each Download Platform, which may apply independently or in addition to these TCU;

e) To the extent a Download Platform requires, it will be recognized as a third-party beneficiary of these TCU, entitled to enforce them directly against Lime Santé; and

f) Within the limits of these TCU, Lime Santé is solely responsible for any applicable warranties, if any, as well as any claims related to the Services or the Application. In the event that the Application is not in compliance with any applicable warranty, the Client may inform the relevant Download Platforms. However, the Download Platforms will not assume any other warranty obligation. Any other claims, including regulatory, consumer protection, or related to the Application, are solely the responsibility of Lime Santé.

3.1 Associated Profile

Lime may, now or in the future, allow you to link to your Account an Associated Profile to simplify the sign-up and login processes to your Account. By linking your Account to an associated profile, you authorize Lime to store and use your name and email address, and to allow you to log into your Account by authenticating through the Associated Profile.

3.2 Account

The Client is responsible for the confidentiality of their username and password associated with their Account, including those tied to their Associated Profile. Any action performed with a Client's username will be considered performed by that Client. You agree to inform Lime immediately if you suspect unauthorized access to your Account.

  1. Fees

4.1 Free of Charge

Lime Santé currently provides the Services free of charge. No financial commitment is required from the Client to access and use the Services in their current configuration. Notwithstanding the foregoing and in accordance with the provisions of these TCU, Lime Santé expressly reserves the right, at any time and at its sole discretion, to modify any or all of the conditions for accessing the Services. This modification may include, without limitation, the introduction of paid subscription plans, restructuring features that are available for free, or the establishment of new fees related to the use of all or part of the Services. Any modification of the conditions for accessing the Services, including the possible introduction of subscription fees, will be preceded by a notification to the Client by Lime Santé. These modifications will take effect on the date specified in said notification. Continued use of the Services by the Client after the effective date of these modifications will constitute full acceptance of the new applicable terms. Otherwise, the Client must cease using the Services before said date.

  1. Conduct

5.1 Restrictions on Use 

You agree to be solely responsible for your conduct in relation to the Services, for the use of the Services and the Documentation resulting from the access provided to you, directly or indirectly, whether such access or use is authorized or in violation of these TCU. Any unauthorized use of the Services may result in the termination of your rights to use the Services in accordance with paragraph 10.2. You agree to comply with the TCU and not (and not attempt to) directly, indirectly, alone or with another party :

a) grant a license, sublicense, sell, rent, transfer, assign, distribute, share, or allow third parties to use rights or commercially exploit the Services and the Documentation in any form to another party;

b) use the Services or the Documentation in a manner that would violate the TCU;

c) circumvent the measures employed to prevent or limit access to a service, area, or code of the Services;

d) reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent that this restriction is prohibited by applicable law);

f) use the Services in a manner that violates or attempts to circumvent applicable law or that infringes public order;

g) use the Services in a manner that infringes the Intellectual Property Rights of third parties;

h) access or use the Services after Lime Santé has terminated the TCU with you;

i) upload, introduce, or use the Services to distribute any virus or other malicious code, or transmit large amounts of data in a manner likely to adversely affect the Services; 

j) use the Services in a manner that may interfere with, disrupt, negatively impact, or prevent other Lime Santé clients from fully enjoying the Services, or that may damage, disable, overload, or compromise the operation of the Services in any way; or

k) copy, reproduce, aggregate, republish, download, post, publicly display, encode, translate, transmit, distribute, sell, license, sublicense or use in any other way the Services and Documentation of Lime Santé for any purpose whatsoever, including all Intellectual Property Rights of Lime Santé. 

5.2 Responsible Use and Public Dissemination 

The Client agrees to use the Services and the Generated Results responsibly, and not to use them in any manner that would be illegal, defamatory, or that would infringe the privacy, reputation, or rights of any third party, including the relevant healthcare professional. In this regard, the Client particularly agrees not to publicly disseminate the Generated Results, in whole or in part, on publicly accessible platforms, such as social networks or forums, for the purpose of harming, ridiculing, or disparaging others.

5.3 Minor

The Application and the Services are intended for Clients aged 14 and older. Any access or use of the Application by a Client under 14 years of age must be done with the prior and explicit consent of the holder of parental authority or the legal guardian. The Client represents and warrants that they meet this age requirement and that, if applicable, the consent of the holder of parental authority or the guardian has been obtained.


  1. Confidentiality

The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for purposes outside the scope of these TCU, unless prior written permission has been obtained from the Disclosing Party. The Receiving Party agrees to protect the confidentiality of the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of a similar nature (but in no event with less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it must provide the Disclosing Party with prior notification of this compelled disclosure (to the extent permitted by law) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in violation of the confidentiality protections set forth herein, the Disclosing Party has the right, in addition to any other remedy it may have, to seek an injunction to prevent such actions, the Parties specifically recognizing that any other available remedy may be inadequate.


  1. External Links

From time to time, Lime Santé may provide links to other websites or services. Links shared through the Services may lead you to websites or services not covered by these TCU. When you access third-party resources on the internet in this manner, you do so at your own risk. Lime Santé assumes no responsibility for your use of these other websites or services or for the protection of your privacy on these other websites or services. Lime Santé makes no representations and gives no warranties regarding the content of the websites or services to which it provides a link, or regarding the products or services available on those websites or from the third parties that operate those websites.  

  1. Data and Intellectual Property

8.1 Client Data

You retain all ownership rights and all Intellectual Property Rights in and to the Client Data and Generated Results. You hereby grant Lime Santé a fully paid royalty-free, worldwide, non-exclusive, irrevocable (except following the termination of these TCU), non-transferable license (except in the cases provided in paragraph 14.7), to use, copy, transmit, export, display, and (only to the extent that reformatting the Client Data or Generated Results for display in the Services constitutes a modification, adaptation, or derivative work) modify, create derivative works, and adapt the Client Data or Generated Results, as well as the right to sublicense these rights to hosting, connectivity, and communication service providers and subcontractors only in connection with the operation, improvement, and provision of the Services based on access granted to the Account, and for the exercise and performance of Lime Santé's rights and obligations under these Terms. Lime Santé may also collect and analyze data and other information relating to the provision, use, and performance of the Services and associated systems and technologies (including, without limitation, information regarding Client Data and derived data). Starting from the date you accept these TCU, Lime Santé may use, copy, modify, adapt, translate, create derivative works, distribute, and display such data and information, provided that they are aggregated or de-identified (such data and information, "Aggregated Statistical Information") for commercial purposes, including, but not limited to, developing, improving, and supporting the Services. For clarity, Aggregated Statistical Information will not contain any Personal Data.


8.2 Ownership of Lime Santé

You acknowledge and agree that Lime Santé and/or its licensees own all rights, titles, and interests, including Intellectual Property Rights in and to (i) the Services and any Improvements thereof, and (ii) anything developed or delivered by or on behalf of Lime Santé in connection with these TCU, including any Improvements thereof, Content, and Documentation, except for Generated Results. You acknowledge and agree that the Services, Content, and Documentation are made available and not sold, and that, unless expressly stated herein, these TCU do not grant you any rights to, under, or in any Intellectual Property Right (registered or not), nor any other rights or licenses regarding the Services, Content, or Documentation. All Content and the Intellectual Property Rights contained therein are owned, controlled, used, or licensed to Lime Santé, and are protected by all applicable Intellectual Property Rights laws. You may not remove, alter, or obscure the notices of Intellectual Property Rights incorporated in or accompanying the Services, Content, and Documentation.


8.3 Feedback 

If you choose to share suggestions for improving the Services with Lime Santé (the "Feedback"), Lime Santé will own all rights, title, and interest in and to the Feedback and shall have the right to use the Feedback without restriction. You hereby irrevocably assign to Lime Santé all rights, title, and interest in and to the Feedback and waive in favor of Lime Santé, its successors and assigns all your moral rights in and to the Feedback, and you agree to provide Lime Santé with such assistance as Lime Santé may require to document, perfect, and maintain Lime Santé's rights in the Feedback. You acknowledge and agree that by providing any Feedback to Lime Santé, you are not entitled to any compensation or reimbursement of any kind from Lime Santé, under any circumstances. 


  1. Limitation on Use of Services

9.1 Artificial Intelligence 

You acknowledge that the Generated Results are produced automatically by Large Language Models and may contain errors or misleading information. You authorize Lime Santé to process Client Data as necessary to provide the Services, including sending Client Data to Large Language Models. Whenever possible, Lime Santé will act so that Client Data transmitted to Large Language Models are not used to train the artificial intelligence models of those third parties. Furthermore, you acknowledge that there are many limitations regarding the Generated Results produced by Large Language Models, including that :

a) the Generated Results may contain errors, misleading information, and incomplete information;

b) the Large Language Models rely on predefined rules and algorithms that do not allow them to think creatively or propose new ideas, which may lead to repetitive or stereotypical content;

c) the Large Language Models may struggle to understand the nuances of language, including colloquial language, slang expressions, idiomatic expressions, and cultural references;

d) the Large Language Models may struggle with complex tasks requiring reasoning, judgment, and decision-making; and

e) the data used to train the Large Language Models may be of insufficient quality or biased.

9.2 Responsibility for Client Data and Generated Results

You agree to be responsible for assessing and assuming all risks associated with your use of any Generated Result, including any reliance on the accuracy, completeness, or usefulness of such Generated Results. Furthermore, you agree to be solely responsible for the accuracy, quality, integrity, and legality of all Client Data, as well as any other information you communicate to Lime Santé in connection with your use of the Services. Without prejudice to Article 12 of these TCU, the Parties hereby agree that Lime Santé shall not in any event be liable for claims arising from Client Data or Generated Results in connection with your use of the Services.

9.3 No Medical Advice 

You acknowledge that the provision of the Services, as well as any Generated Result or information made available via the Services, does not constitute any form of medical, nursing, or other professional health advice, nor a diagnosis or medical treatment. The use of the Application and the Services does not create any professional relationship between a patient and a healthcare professional and does not replace in any way the independent medical judgment of a qualified healthcare professional. The Client also acknowledges that no third parties, including healthcare professionals, can be held responsible for the accuracy, completeness, or reliability of the Services and the Generated Results or their subsequent use. You understand that the use of the Services is entirely voluntary and in no way conditions access to medical care or treatment. The Services are not intended to recommend, evaluate, or promote any specific healthcare professional, treatment, product, service, or information. You remain solely responsible for assessing the reputation, reliability, and relevance of healthcare professionals, treatments, information, content, and products or services that you may refer to or rely on in your use of the Services. You are also responsible for assessing the accuracy and completeness of any recording, transcription, summary, or other Generated Result made available by the Services. You must not use the Services, nor the Generated Results, as a substitute for medical advice, diagnosis, or treatment. No result provided by the Services guarantees the achievement of a specific medical or therapeutic objective. The Client acknowledges that the use of the Services and the Generated Results are provided strictly for informational and personal purposes, and that they provide neither medical proof, nor an official transcript, nor a medical record recognized under applicable laws. The Application does not answer any medical questions, and Lime Santé disclaims any liability for the use or trust you may place in the Generated Results from the Services.

9.4 Voice Recording Feature 

The use of the Voice Recording Feature integrated into the Application is entirely your responsibility. It is your responsibility :

(i) to provide all required notices or obtain the necessary permissions, consents and rights to allow the Application to process Client Data through this feature, and 

(ii) to comply with all applicable laws and regulations regarding the recording of conversations (including any legislation relating to the interception of communications). You agree to use this Voice Recording Feature only in connection with conversations between you and the healthcare professionals assisting you, excluding any other use.

9.5 Retention of Audio Files

Audio Files are retained for a maximum of twenty-four (24) hours following their receipt, solely for processing purposes. Upon expiration of this period, the Audio Files will be automatically deleted, with no possibility of recovery. 

9.6 Data Retention

You acknowledge that the Application is not intended to serve as an exclusive storage or archiving system for your Client Data or Generated Results. You are responsible for retaining a copy of your Client Data and Generated Results, where technically feasible. To the extent permitted by law, Lime Santé shall not be liable for any loss, deletion, or alteration of your Client Data or Generated Results.

  1. Termination of Services and TCU

10.1 Access Restriction

You agree that Lime Santé, at its sole discretion, with or without cause, has the right (but not the obligation) to suspend your access to or use of the Services (or any part thereof), immediately and without notice, for any reason, including but not limited to, if Lime Santé believes that you have acted in a manner inconsistent with the letter or spirit of the TCU or the Privacy Policy. 

10.2 Termination by Lime Santé

Without limiting any other provision of these TCU, if the Client materially breaches the terms and conditions set forth in the TCU or any applicable law or regulation, Lime Santé reserves the right to deny access to and use of the Services, including but not limited to blocking certain IP addresses. In such circumstances, Lime Santé may also terminate your use or participation in the Services or delete your Account without notice or warning, at its sole discretion. 

10.3 Termination by the Client 

The Client may terminate their access to the Services by canceling the Services and/or deleting the Account. It is up to the Client to collect any data they wish to retrieve prior to closing their Account. 

10.4 Effect of Termination

Upon the effective termination of these TCU, all rights and licenses granted to you by Lime Santé under these TCU will be terminated. Termination by either Party of these TCU is without prejudice to any other remedy it may have at law or in equity and does not discharge either Party from its liability for breaches occurring prior to the effective date of termination. Neither Party will be liable to the other for damages arising solely from the termination of TCU in accordance with its provisions.

10.5 Post-Termination Obligations; Recovery of Client Data and Generated Results

Subject to Article 9.5, upon any termination of the TCU for an Account, Lime Santé will make all Client Data and Generated Results available to the Client for electronic retrieval for a period of thirty (30) days from the date of termination. After this period, Lime Santé may delete all Client Data and Generated Results, and Lime Santé shall have no obligation to continue to store the Client Data and Generated Results.


  1. Exclusions of Warranties


11. 1 Risks

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LIME SANTÉ EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING OUT OF YOUR USE OF THE SERVICES. LIME SANTÉ MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM THE SERVICES OR ACCESSED THROUGH THEM IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR FOR ANY OTHER LOSS RESULTING FROM ACCESS TO SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. LIME SANTÉ DOES NOT MAKE ANY WARRANTY, REPRESENTATION, OR CONDITION REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, EFFICIENCY, REPUTATION, AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LIME SANTÉ OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPLICITLY STATED IN THIS DOCUMENT.


  1. Limitation of Liability


12.1 Liability Disclaimer

TO THE EXTENT PERMITTED BY LAW, LIME SANTÉ WILL NOT BE LIABLE FOR ANY FAILURE TO COMPLY WITH ITS REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS UNDER THESE TERMS IF SUCH FAILURE IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO: (i) THE CLIENT'S FAILURE TO USE ANY PATCHES, UPDATES, FIXES, UPGRADES, OR NEW OR FIXED VERSIONS OF THE SERVICES OR DOCUMENTATION MADE AVAILABLE BY LIME SANTÉ; (ii) THE CLIENT'S USE OF THE SERVICES FOR ANY PURPOSE OTHER THAN THAT AUTHORIZED IN THESE TCU, (iii) THE CLIENT'S USE OF THE SERVICES IN COMBINATION WITH OTHER SOFTWARE, DATA, OR DEFECTIVE, INCOMPATIBLE OR UNAUTHORIZED PRODUCTS BY LIME SANTÉ IN WRITING FOR USE WITH THE SERVICES, (iv) THE CLIENT'S MISUSE OF THE SERVICES, (v) ANY MALFUNCTION OF YOUR OWN SOFTWARE, COMPUTER EQUIPMENT, COMPUTER-RELATED EQUIPMENT, OR NETWORK CONNECTION, OR (vi) A FORCE MAJEURE EVENT.

12.2 Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, LIME SANTÉ, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSEES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT, LOSS OR DAMAGE TO DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR ANY OTHER FINANCIAL LOSS), ARISING FROM OR RELATED TO THE SERVICES OR YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICES, EVEN IF LIME SANTÉ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

12.3 Damage Claim Ceiling 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIME SANTÉ'S AGGREGATE LIABILITY FOR ANY CLAIM RELATED TO YOUR USE OF THE SERVICES, WHATEVER THE CAUSE AND NATURE OF THE ACTION BROUGHT, IF ANY, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, TO LIME SANTÉ FOR OR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE RELEVANT CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMIT. YOU ACKNOWLEDGE THAT IF NO FEES HAVE BEEN PAID TO LIME SANTÉ FOR THE SERVICES, YOU MAY ONLY SEEK INJUNCTIVE RELIEF, EXCEPT AS OTHERWISE REQUIRED BY LAW, AND IN NO EVENT MAY YOU CLAIM ANY DAMAGES OF ANY KIND FROM LIME SANTÉ, WHATEVER THE CAUSE OF THE CLAIM.

12.4 Exclusion

CERTAIN STATES, PROVINCES, COUNTRIES, OR OTHER GOVERNMENTAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH ABOVE MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.


  1. Indemnification

13.1 Client Indemnification

Notwithstanding any other term of the TCU or any act or failure to act on the part of Lime Santé or its agents or subcontractors, you agree to indemnify, defend, and hold harmless Lime Santé and its officers, directors, shareholders, owners, partners, joint ventures, licensors, employees, affiliates, and other related entities, representatives, successors, assigns, and subcontractors from and against any damage, liability, cost, and expense (including attorney's fees), claims or demands, arising from (i) Lime Santé's processing of Client Data, except to the extent that the processing of Client Data by Lime Santé is in violation of these TCU; (ii) your Content, Client Data, and Generated Results; (iii) your access to or use of the Services or the information contained therein or information downloaded therefrom; (iv) your use of the Services in violation of these TCU, the Privacy Policy, or the Documentation; (v) any relationship with and breach of any rights of another party, including, without limitation, your infringement of a third party's Intellectual Property Rights; or (vi) your violation of any applicable law, rule, or regulation.

13.2 Defense

Lime Santé reserves the right, at its own expense, to assume exclusive control of any matter otherwise subject to indemnification by the Client, in which case you will fully cooperate with Lime Santé to assert any available defense. The Client agrees that the provisions of this section shall survive any termination of these TCU and/or access to the Services.



  1. Miscellaneous Provisions

14.1 Entire Agreement

The TCU, together with the Privacy Policy, constitute the entire agreement between you and Lime Santé regarding your use of the Services, replacing any prior agreement between you and Lime Santé. 

14.2 Governing Laws and Jurisdiction

YOUR USE OF THE SERVICES IS GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE IN THE PROVINCE OF QUEBEC, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. YOU AGREE THAT ANY ACTION OR LEGAL PROCEEDING BETWEEN YOU AND LIME SANTÉ WILL BE BROUGHT EXCLUSIVELY BEFORE THE COURTS LOCATED IN THE JUDICIAL DISTRICT OF QUEBEC (QUEBEC), CANADA. THIS PRIOR CHOICE OF JURISDICTION WILL NOT PREVENT LIME SANTÉ FROM SEEKING AN INJUNCTION CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ENFORCEMENT, OR RECOGNITION OF ANY JUDGMENT OR ORDER IN ANY APPROPRIATE JURISDICTION.

14.3 Notices

In the event of a complaint or request for information regarding the Services, please contact Lime Santé's customer service at the following email address [email protected]. Lime Santé is committed to reviewing and responding to all complaints and requests in a timely manner.

14.4 Invalid Article

If any provision of the TCU is found to be invalid by a court of competent jurisdiction, the Parties agree nevertheless that the court must endeavor to effectuate the intended purposes of the Parties as reflected in the provision, and the remaining provisions of the TCU or the Privacy Policy, as applicable, will remain in full force and effect. 

14.5 Titles 

The headings of sections in the TCU are provided for convenience only and have no legal or contractual effect.  

14.6 Survival

All articles of these TCU that, by their nature, should reasonably survive the termination of the TCU, including, without limitation, articles 6, 8, 9, 11, 12, and 13 of these TCU, will survive the termination of the TCU.

14.7 Assignment

The present TCU, as well as the rights and obligations of the Client hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by the Client without the prior written consent of Lime Santé, and any attempt to assign, subcontract, delegate, or transfer in violation of the foregoing shall be null and void. Lime Santé may assign the present TCU, as well as its rights and obligations hereunder, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets related to the Services, without the prior written consent of the Client.

14.8 No Waiver

The failure of either Party to act or delay in acting regarding the failure to exercise or enforce any right under the TCU does not constitute a waiver of such enforcement or right. The waiver of a Party of a right under the TCU will only be effective if in writing and signed, in which case it will be effective in the specific instance and for the specific purpose indicated.