END-USER TERMS AND CONDITIONS OF USE

Last Modified: April 29, 2022

Clinic Dash Software Inc. (“Clinic Dash”, “we“, “us” or “our“)  is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) in Canada. In consideration for permitting your access to our website and online service and other good and valuable consideration, you agree as follows:

These terms and conditions (the “Terms“) form a legally binding agreement which govern your access to and use of our website and our online platform hosted at https://clinicdash.ca/, https://app.clinicdash.ca and related domains and subdomains. Collectively the website and our online software as a service platform are referred to in these Terms as the “Clinic Dash Platform”.

THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU.  

You must review these Terms carefully before using the Clinic Dash Platform. By using Clinic Dash Platform, you, the user (“you” or “your“), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.

If you are using the Clinic Dash Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization as well and representing and warranting that you have the authority to bind that organization to these Terms.  In such a case, “you” and “your” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Clinic Dash Software Inc.

AMENDMENTS 

As the Clinic Dash Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy.  The date of the last version of these Terms is posted above.  As you are bound by these Terms each time you use the Clinic Dash Platform, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Clinic Dash Platform after such amendments have been posted.  If you do not agree with the amendments, you shall immediately stop accessing the Clinic Dash Platform and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account. 

PRIVACY

We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online https://clinicdash.ca/privacy. By using the Clinic Dash Platform, you consent to such processing and you represent to us that all information provided by you is accurate. 

 If you use the Clinic Dash Platform to carry on, or in connection with carrying on, a business or to provide your own products or services, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect and store on the Clinic Dash Platform (or which you permit us to pull onto the Clinic Dash Platform via a third-party application programming interface (“API”)).

To the extent you use the Clinic Dash Platform in connection with a client or patient’s health information, you agree to anonymize all such information and ensure patient names are not logged or entered on our systems or our third party providers’ systems. 

About the Clinic Dash Platform 

While the overall functionality may be updated from time to time, depending on your subscription’s account features, the Clinic Dash Platform allows clinics and health practitioners to better track their marketing efforts, referral sources, key performance indicators, treatment statistics, patient intake processes, phone call performance, reception processes, patient experience and treatment outcomes, to better measure a practitioner or staff member’s productivity and effectiveness.  For further details on our current features, please visit https://clinicdash.ca/pricing.  

To enable certain features and functions on the Clinic Dash Platform, we may allow you to integrate our platform with third party VoIP phone service providers, electronic records management and practice management software providers. Our current list of supported third party integrations is available upon request. To enable such API integrations, you may be required to provide us with third party account API keys or other passwords or reference numbers associated with your account held at such third-party provider. By doing so, you represent and warrant to us that you are authorized to provide us with such API keys and passwords from the third party provider and doing so will not be in breach of any agreement, law, rule or regulation. 

We make no representations or warranties as to the reliability of, or ongoing availability of the various API or third party software integrations we currently support, or may later support in the future. Third-party providers may also limit the functionality of their API’s or terminate them all together. 

You agree that you shall be liable and responsible for all content, data and information that is pulled onto our platform by virtue of the API integrations associated with your account on our platform. 

You further agree that we may add or remove various features and functionality to the Clinic Dash Platform (and the various account subscription types specified on our websites), and that the removal of various features shall not constitute a breach of these Terms. This agreement shall also govern and apply to any additional features we may add to your account subscription or the platform. 

Establishing an Account

To use the Clinic Dash Platform you will be required to register an account and provide certain personal information as referenced in our privacy policy.  

Regardless of whether you pay for your account directly or not (or via an employer or clinic), you agree that access to your account constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference. 

Upon establishing an account, we grant you a non-transferable, non-exclusive, non-sublicensable, personal use license to access the Clinic Dash Platform via your account and the corresponding features of that account, as updated and amended from time to time. The grant of license to access the Clinic Dash Platform shall last for the duration of your paid subscription, which may be governed by a separate agreement with a clinic you work at or other third party. However, we reserve the right to revoke your license and your account access to the Clinic Dash Platform if we reasonably believe you are in breach of these Terms, your account is not duly paid for, or we no longer offer our service or the type of account you hold. Accordingly, we make no representations or warranties as to the ongoing availability of the Clinic Dash Platform, or your access to it.

Account Not Transferrable

Access to your account is not transferrable and is only intended for you, the individual for whom the account was established for.  As a result, you are not permitted to change the name associated with your account, or to use or extend an account licensed to another party. 

Notwithstanding the foregoing, you agree and acknowledge that your account may be transferred to, administered by or accessed by the party paying for the account (and whom we may have contracted with separately), whether it be your employer, a third party clinic or other organization or person. You agree and acknowledge that the contents of your account are not confidential or private in that regard. 

Account Security

You will be required to set a password to access your account.  You are responsible for safeguarding the password you use to access the Clinic Dash Platform and you agree not to disclose your password to any third-party.  

You may also set up two-factor authentication with a third party authentication code provider. While you are encouraged to better protect the security of your account by using two-factor authentication, you accept all risks associated with using such two factor authentication providers.

You agree to use a unique password for your account which you do not use for any other online or offline service or software. As we may send password reset notices and links to your email account registered on the Clinic Dash Platform (i) you are responsible for ensuring that your name you have supplied is your full legal name, and that the email address, address and phone number provided to us are accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.

You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence.  You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.

You must immediately notify us of any unauthorized use of your account. 

You must inform us in writing of any changes to your contact details and other information provided to us, including, but not limited to, your email address.  

While we and our third party software and technology providers take certain security measures in relation to the Clinic Dash Platform, you acknowledge that the technical processing and transmission of the Clinic Dash Platform and related data and information, including your own account data and information, will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Clinic Dash Platform  available, including data and web hosting providers. You accept all risks in using the Clinic Dash Platform, and indirectly, our use of such third party providers. You agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information. So long as we were not directly and grossly negligent in the protection of your information, you accept such risks and agree not to hold us liable or responsible for any damages you may suffer as a result. 

Acceptable Use of the Clinic Dash Platform

In using the Clinic Dash Platform, you agree, and you represent and warrant to us and all other users of the platform, that you:

1. Will not use the Clinic Dash Platform in a way that has any unlawful or fraudulent purpose or effect;
2. Will comply with all applicable laws, rules and regulations that govern you, your profession and your business where applicable;   
3. Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
4. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
5. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
6. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
7. Will not impersonate any person or entity;
8. Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner’s express consent;
9. Will not use any software bot or data scraping techniques that accesses the Clinic Dash Platform to scrape or pull data for any purpose, whether such data was displayed publicly or not. 
10. Will not collect, harvest or store any personally identifiable information, including user account information, from us;
11. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Clinic Dash Platform and its underlying software code; and
12. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Clinic Dash Platform.

We may, but have no obligation to, remove users from the Clinic Dash Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.

ACCEPTANCE OF RISK AND DISCLAIMERS

The Clinic Dash Platform is provided to you on an “as is, and “when available” basis without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose.  We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Clinic Dash Platform, our independent contractors, payment processors or third-party service providers. Our third-party service providers include website and data hosting providers, software developers and others. 

You agree that, while we strive to have the Clinic Dash Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Clinic Dash Platform. 

We may also perform scheduled maintenance which will result in the Clinic Dash Platform being unavailable for certain periods of time. 

We make no representations and grant no warranties as to the content uploaded (or pulled into our platform via API), provided by or associated with, you or other users on Clinic Dash Platform. 

You agree that we shall not be obligated to, and we accept no liability or responsibility for, resolving or managing disputes which may arise between you and any other user. If you have a dispute with another user, it is your responsibility to take your own legal action against such user.

Limitation of our Liability

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES FOR WHICH WE SHALL NOT BE LIABLE TO YOU, INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PERSONAL INFORMATION OR ANY OTHER BUSINESS OR ECONOMIC DISADVANTAGE SUFFERED BY YOU, ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH US, THE USE, OR FAILURE TO BE ABLE TO USE, THE CLINIC DASH PLATFORM OR ANY RELATED PRODUCTS OR SERVICES.

IF YOU ARE DISSATISFIED WITH THE CLINIC DASH PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE CLINIC DASH PLATFORM.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT APPLICABLE LAW DOES NOT PERMIT US TO CONTRACT OUT OF SUCH LIABILITY, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE CLINIC DASH PLATFORM, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE GREATER OF (i) THE AMOUNTS PAID BY YOU TO US (DIRECTLY OR INDIRECTLY), TO ACCESS THE PLATFORM FOR THE THEN CURRENT MONTHLY BILLING CYCLE; OR CAD $25 IN THE AGGREGATE.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE CLINIC DASH PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

Indemnification 

You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these Terms, privacy policy or otherwise; or (iv) any claim for damages suffered by another user of our platform which you caused or contributed to. 

Proprietary Rights 

The Clinic Dash Platform and its underlying software code, contains licenced content as well as proprietary content owned by us and by third parties.  You are not permitted to copy or distribute any content (including but not limited to software code, images, trademarks, videos and audio) on or underlying the Clinic Dash Platform without the express consent of the owner. 

All rights, title and interest in and to the Clinic Dash Platform are and will remain the exclusive property of Clinic Dash Software Inc. and/or the applicable owners and licensors thereof.

The Clinic Dash Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries.  Except as expressly permitted in these Terms under the personal use license granted herein, you agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Clinic Dash Platform or any content obtained therefrom, without our express written consent.  

You are not permitted to use any trademark or trade name of Clinic Dash Software Inc., including our logo, without our express permission.

Your Content

The Clinic Dash Platform may permit you and other users the ability to upload and post content (“User Content“). We claim no ownership of your User Content. We do not pre-screen User Content uploaded or posted to the Clinic Dash Platform by you or other users. However, we may review your User Content and delete it from our platform in our sole and absolute discretion. 

In connection with your User Content, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and authorize us to use all trademark, copyright or other proprietary rights in and to your User Content in the manner contemplated by, and in order to facilitate the normal use of, the Clinic Dash Platform. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Clinic Dash Platform in order to facilitate the ordinary use of the Clinic Dash Platform.  

Aggregate Analytical and Anonymized Data

You agree that Clinic Dash shall be entitled to use and license, and shall have a perpetual right to use and license, any data or information gathered or formulated on an aggregate basis, from you and other users of our platform, via the Clinic Dash Platform, so long as such data and information, once aggregated with other data or information, does not include (or removes) any personal information or information specific to you, your organization or your own clients and patients whose information is uploaded, directly or indirectly, to the platform. We do this to enable us to later offer the aggregate and anonymized data back to our customers for their own analytics and use. Such data, analytics and reports may form part of enhanced account features in the future. For example, Clinic Dash may aggregate and formulate your data with the data of other users related to the average number of visits a patient makes to a clinic for a particular type of injury. 

Your Feedback 

We do not consider proposals or ideas, including without limitation ideas for new products, features, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.

By displaying your User Content and the content of other users on our platform, we do not endorse that content or its accuracy or reliability. We make no representations or warranties in respect of such content. You review, access and rely on that content at your own risk. 

Extraordinary Events / Force Majeure

You agree to not hold Clinic Dash, or our employees or contractors, responsible or liable for the consequences of extraordinary events, including where our platform is taken offline, your account access is not available, our support services are unavailable or certain functions or features are not working as expected. 

Examples of such events include without limitation, the following: (1) acts of God, landslide, flood, tempest, washout, fire, lightning, disaster, earthquakes or storms; (2) actions of military, naval, civil authorities, war, revolution, political disturbance or terrorism; (3) civil disturbance; (4) expropriation, acts or restraints of a governmental body or authority, failure to obtain a requisite permit or authorization from a governmental authority by reason of any statute, law, or Order-In-Council, or any law, rule, regulation or order duly passed by governmental authorities; (5) unusual delay by common carriers and suppliers; (6) sabotage, rebellion, vandalism, riot,  blockade,  insurrection,  strike,  lockout or explosions; (7) unreliability or non-availability of labour or contractors, materials, service, service providers (including web and data hosting providers and their services) equipment, goods, utility, network or facilities; (8) potential or actual outbreaks of disease, viruses or quarantine; (9) anticipated or actual public health orders; (10) cyberattack, malware, discovery of cyber-vulnerabilities, or a denial of service attack; (11) hardware or software or networking or data center issues resulting in decline in reliability or availability; or (12) any other event or eventuality that prevents or materially impacts the normal functioning of the Clinic Dash Platform.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Clinic Dash Platform, please notify us at info@clinicdash.ca.  

Linked Sites

Whether or not we are affiliated with websites or third-party vendors that may be linked to the Clinic Dash Platform, you agree that we are not responsible for their content.  Internet links found on the Clinic Dash Platform or otherwise provided by us, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites.  You access those links and corresponding websites at your own risk.

Governing Law and Dispute Resolution 

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province. 

Any dispute, controversy or claim arising out of or relating to this agreement including any question regarding its existence, interpretation, validity, breach or termination or the relationship created by it shall be referred to and finally resolved by arbitration at ADR Chambers under the ADR Chambers Arbitration Rules (see https://adrchambers.com/arbitration/).  The place of the arbitration shall be Toronto, Ontario. There shall be a sole arbitrator. The language of the arbitration shall be English. An oral hearing need not be held, at the discretion of the arbitrator. There shall be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law

To the extent not prohibited by applicable law, the parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

The costs, fees and expenses of the arbitration proceeding shall be divided equally between the parties with a default award available against any non-paying party without the need for the paying party to present evidence and any non-paying party shall be sanctioned by precluding that party from asserting its own claims or counterclaims.

Judgement upon the award of the arbitrators will be final and binding and may be entered in a court of competent jurisdiction.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of each party.

Notwithstanding the foregoing, we may, in our sole discretion, institute an action or actions for temporary or permanent injunctive relief or for any other equitable relief in any court of competent jurisdiction.

Severability 

If any provision of these Terms (or part thereof) are found to be unlawful, void, or for any reason unenforceable, then that provision, or the applicable part thereof, shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions and parts.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.  To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on the Clinic Dash Platform are hereby incorporated by reference, including but not limited to our Privacy Policy.

Termination

Though we would much rather you stay, you can stop using the Clinic Dash Platform at any time. Please contact us to learn more about terminating your account.  We also reserve the right to suspend your account or access to the Clinic Dash at any time, if we reasonably believe you are in breach of these Terms.  

The cancellation, suspension or termination of access to the Clinic Dash Platform shall not terminate this agreement.  In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, our proprietary rights, AA Data, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement, between us and you, to any successor or assignee, whether pursuant to the purchase of the Clinic Dash Platform by a third party, the transfer of control of Clinic Dash or otherwise. 

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

New Features

Any new features that augment or enhance the current Clinic Dash Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.  

Entire Agreement

These Terms, in addition to our privacy policy and all documents and agreements incorporated by reference form the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms on the Clinic Dash Platform; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of Clinic Dash Software Inc.