TERMS AND CONDITIONS

We will provide You with the right, during the Term, to access and utilize the Services ordered in an Order Form in accordance with the terms of this Agreement and the Documentation. Your use of the Services is also subject to Our Privacy Policy (the “Privacy Policy”).

A.  DEFINITIONS.

1.        “Affiliate” means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with the Client, including without limitation, any service corporation of the Client.

2.        “Billing Services” means the feature of the Services that utilizes voice, email, SMS, or other means to communicate with patients about bills and payments, including the following: sending bills or invoices, reminders of bills or invoices, and instructions on how to make payments; and responding to patients when inquiring about bills or payments. Billing Services do not include any of the following: any activity to collect or attempt to collect any debt, directly or indirectly; any communications related to legal notices, including notices of default, demand, or cure; any threat of legal action; or any legal interpretation or advice regarding bills, invoices, insurance coverage, or payments.

3.        “Client Data” means any data, information or material, including PHI, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly, from You or prospective or current patients by or through or for providing and improving the Services.

4.        “Healthcare Scheduling Services” means the features of the Services that utilizes voice, email, SMS, and/or other means of communication to answer inquiries from prospective and current patients, schedule appointments, and follow-up with prospective and current patients.

5.        “Information Law” means law applicable to the collection, use and disclosure of personal health information and non-health personal information, including the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada) as amended, and any and all rules and regulations promulgated from time to time thereunder, and all applicable provincial privacy legislation:  Personal Information Protection Act (Alberta), Health Information Act (Alberta), Personal Information Protection Act (British Columbia), E-Health (Personal Health Information Access and Protection of Privacy) Act (British Columbia), Personal Health Information Act (Manitoba), Personal Health Information Privacy and Access Act (New Brunswick), Personal Health Information Act (Newfoundland and Labrador), Health Information Act (Northwest Territories), Personal Health Information Act (Nova Scotia), Personal Health Information Protection Act (Ontario), and Health Information Act (Prince Edward Island), Act Respecting the Protection of Personal Information in the Private Sector (Quebec), Act Respecting Health Services and Social Services (Quebec), Health Information Protection Act (Saskatchewan), and Health Information Privacy and Management Act (Yukon), and any and all rules or regulations promulgated from time to time thereunder.

6.        “Implementation Activities” means the Services associated with the implementation of the Services for Your particular Subscribed Providers.

7.        “Launch Date” means the earliest date at which the Services are active.

8.        “PHI” means protected health information (as defined under or regulated by Information Law) that We may receive, create, maintain, use, or disclose in connection with the functions, activities, and Services that We perform, as a service provider for You as a provider.

9.        “Provider” means any healthcare professional with whom a patient can be directly scheduled for an appointment.

10.     “User(s)” means Your employees, Affiliates, consultants or contractors who are authorized to use the Services, together with any prospective, current, or past patients. “Users” also means those Providers that are employed or contracted by You or to whom You provide software or services.

B.  SERVICES.

1.     Client Systems.  You acknowledge that Users’ ability to access the Services is dependent upon such Users having (a) continuous access to the necessary telecommunications and Internet services and (b) properly configured and operational information technology infrastructure meeting such minimum system requirements as We may recommend or specify from time to time, including hardware, software, databases, systems, networks  and services, whether operated directly by You or through the use of third party services.

2.     Implementation, Training, Services, and Support.  Upon execution of this Agreement, and payment of the associated Fee, ClinicLine will undertake the Implementation Activities to prepare to provide You with the Services. We shall provide sufficient and commercially reasonable training in order to educate on the operation and use of the Services at no additional expense, unless agreed upon otherwise.  We reserve the right to charge additional Implementation Fees if additional Implementation Activities become necessary to provide You with the Services because of unforeseen actions on Your part or on the part of Your relevant vendors.  We will provide the Services and technical support in accordance with the SLA.   

3.     Compliance with Law.  We agree to comply with all Federal, provincial and local laws, rules, regulations and ordinances (collectively, “Laws”) applicable to Us and Our business (i.e., Laws under which We would be liable in the case of non-compliance) and applicable to the delivery of the Services. You agree to comply with all Laws applicable to You and Your business (i.e., Laws under which You would be liable in the case of non-compliance) and applicable to Your use of the Services.

4.     Updates and Upgrades.  You acknowledge that We will from time to time develop updates and that We may incorporate updates in the Services, and We reserve the right to make such updates without prior notice.  We may, from time to time, offer to include optional updates as part of the Services, either for a fee or at no additional charge.  With respect to updates for which additional Fees apply, You shall not be charged for such updates, and correspondingly shall not be provided access to such updates, unless and until You so agree with Us in writing.

5.     Use of the Services.  You represent, covenant, and warrant that You will use the Services only in compliance with these Terms and Conditions and all applicable law, including (without limitation), Information Law, CASL, and the Telecommunications Rules, and laws associated with the collection, use, disclosure, and dissemination of Client Data.

6.     No Medical Advice. Our Services are for informational purposes only. You acknowledge that We are not a health care provider, licensed or otherwise. You agree that the Services do not constitute the practice of any medical, nursing, or other health care advice, diagnosis or treatment. We do not, directly or indirectly through the Services, provide medical advice, practice medicine, dispense medical services, or direct, conduct, or assume responsibility for the medical care of any patient or prospective patient, which at all times remains the responsibility of the You and/or the Subscribed Provider. You agree that you and each subscribed provider must use your or their independent professional medical judgment when reviewing or taking action regarding patients or prospective patients. We do not recommend or endorse any specific tests, health providers, products, procedures, opinions, or other information that may be mentioned in the services. Reliance on any information provided in the services is solely at your own risk. You agree that you assume all responsibility for your use of the services and for all decisions taken or not taken based on any information provided or displayed in the services. We are not responsible or liable for any diagnosis, decision, or assessment made by you or your subscribed providers or any injuries any person may incur as a result of decisions based on information provided or made available in the services.

7.     Confidentiality Agreement.  Each Party understands that the other Party will from time to time disclose or may disclose Confidential Information.  Each Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.  The foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law. 

As used herein, “Confidential Information” means information of one Party (the “Disclosing Party”) that the other Party (the “Receiving Party”) receives (whether or not from the Disclosing Party) or gains access to (whether or not by the Disclosing Party), whether orally, visually, in writing or otherwise, that is designated as confidential, either marked in writing, or identified as such and confirmed in writing, or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, receipt or gaining access.

8.     Information Security. ClinicLine will use generally accepted information security practices for transmitting and storing Client Data in compliance with applicable laws. ClinicLine represents and warrants that, in transmitting and storing Client Data, it will (a) use and maintain administrative, physical and technical safeguards consistent with prevailing industry standards to prevent the unauthorized access, use, storage, or disclosure of Client Data; and (b) establish, maintain, and comply with an information security program that shall: (i) meet prevailing standards to safeguard Client Data; (ii) ensure compliance with applicable data security and privacy laws; (iii) protect against the destruction, loss, access, disclosure or alteration of Confidential Information, including Client Data; and (iv) include an appropriate network security program (that includes, without limitation, encryption of all sensitive or private data).

9.    Security Breaches. “Security Incident” means any suspected or actual unauthorized access, acquisition, disclosure, use, theft, loss, destruction, alteration, or other compromise of personal information or PHI in Customer Data while in Our possession or control.  The party discovering any Security Incident shall give the other party notice of the Security Incident as soon as practical, and no more than 7 business days after discovering the Security Incident. To the extent that applicable law requires a notification of the Security Incident to be provided to the subjects of the personal information or PHI, governmental authorities, or other third parties, You are responsible for such notification, but You must obtain Our written consent to name or otherwise identify Us in any such notification. We are also permitted (but not required) to send any notification of the Security Incident if required by applicable law.

10.   Service Level Agreement.  ClinicLine acknowledges and agrees to the terms and conditions set forth in the SLA with respect to providing the Services to Client. 

11.   Privacy Policy.  ClinicLine acknowledges and agrees to the terms and conditions set forth in the Privacy Policy with respect to providing the Services to Client.