PLEASE READ ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE (“Terms”) with RheumInfo Inc.(“ClinicInfo”) CAREFULLY. BY CLICKING “I Agree”, OR BY USING THE ClinicInfo SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS, EVEN IF YOU HAVE NOT READ THEM. IT IS IMPORTANT TO READ THIS ENTIRE AGREEMENT. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS THE SECTION ENTITLED LIMITATIONS
You (the “Doctor”) (which for the purposes of these terms includes the Doctor’s employees and contractors performing services for the Doctor) may use ClinicInfo’s services as described herein, subject to any restrictions and limitations described within the Service.
- Services: Services (“Service(s)”) will be the ability to use ClinicInfo’s online service for doctor / patient communication.
- Fees: The Doctor will pay fees specified on the ClinicInfo website. All amounts are subject to applicable taxes. ClinicInfo may change any fees payable by giving at least 30 days written notice in advance. Fee increases will be no more frequent than annually. All amounts are subject to applicable taxes.
- Term: The Term of the Services will continue until terminated by either party as permitted by this Agreement. Any prepaid fees will not be refunded.
The Doctor may terminate Services by giving at least 30 days advance written notice. ClinicInfo may terminate Services by giving at least 6 month’s advance written notice.
- Doctor Responsibility: The Doctor is responsible for all activity it conducts using the Services. The Doctor must use the Services in accordance with all relevant laws and ethical requirements. The Doctor accepts all risks associated with the Services and any content accessed through the Services. ClinicInfo is merely a communications tool between doctor and patient. It is not a substitute for proper clinical examination.
ClinicInfo is designed as a communications tool, not a record keeping tool. If Doctors wish to retain ClinicInfo messages as part of their patient files, they must retain such records within their own systems.
Logon ID’s, passwords or other authentication are required to access the Services. It is the Doctor’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and not share them with others. The Doctor is responsible for all activity carried on under its account. If you suspect that your authentication or account has been compromised, it should change them immediately and advise ClinicInfo.
- Restrictions on Use: the Services are meant to be used for the Doctor’s personal professional use only. The Doctor will not: (a) reproduce, sell, rent, assign, lease, sublicense, distribute, resell, market or commercially exploit the Services or any component thereof in any way, except as provided in this Agreement; (b) use the Services except as authorized herein; (c) use the Services for activities that are unlawful, unethical, abusive, obscene, defamatory, fraudulent, or untruthful.
- Updates: The Services may be updated by ClinicInfo from time to time provided that the Services are not materially downgraded by doing so.
- Default: ClinicInfo may immediately terminate this Agreement or suspend the provision of Services without notice upon the occurrence of any of the following events: (a) the Doctor fails to comply with any provision of this Agreement or uses the Services beyond the scope described herein; (b) the Doctor attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement; or (c) the Doctor fails to pay any amounts owing.
- Warranty: ClinicInfo will use commercially reasonable efforts to keep the Services operational on a continuous basis, subject to reasonable maintenance requirements and matters beyond its reasonable control. ClinicInfo will use reasonable efforts to enforce any service level and warranty obligations of its suppliers.
ClinicInfo does not warrant that the Services are error free, that it will operate without problems or without interruption, or that it will satisfy the Doctor’s expectations.
The Doctor acknowledges that ClinicInfo may provide Services using services and software provided by third parties. Notwithstanding anything else contained in this Agreement, ClinicInfo’s, and such third parties, warranties and liabilities for any matters arising from such services and software shall not exceed those provided to ClinicInfo from such third parties.
- Limitations: All promises made by ClinicInfo are contained in this Agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply.
The Doctor cannot collect any damages from ClinicInfo for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) that are not direct damages or that exceed the amount paid by the Doctor to ClinicInfo hereunder for 3 months for the Services at issue.
ClinicInfo relies on these limitations when entering this Agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this Agreement has failed in its fundamental or essential purpose or been fundamentally breached.
- Governing Law: This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada. Any actions against ClinicInfo must be commenced in the courts of Ontario or the Federal Court of Canada.
- Prior Agreement: This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties.
- Survival: The provisions of this Agreement pertaining to privacy, and rights and restrictions shall survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive are hereby confirmed to so survive.
- Force Majeure: ClinicInfo is not liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.