I. Introduction and Eligibility
Please read these Terms of Service ("Terms") carefully before using the ClinicSense Service.
Binding Agreement. These Terms constitute a binding agreement between you and Rocket Thought Marketing Inc. (dba ClinicSense) and its affiliates and subsidiaries ("ClinicSense," "we," "us"). "You" and "users" shall mean all health service providers and their agents who use the ClinicSense Service. You accept these Terms by clicking the "I agree" checkbox when you signed up for the ClinicSense Service, and each time you access the ClinicSense Service thereafter. If you do not accept these Terms, you must not use the ClinicSense Service.
Revisions to Terms. We may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the ClinicSense Service after a change to these Terms constitutes your binding acceptance of these Terms.
The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the ClinicSense Service.
"Health-related information" means all individually identifiable health information, including demographic information and information related to an individual's physical or mental health, the provision of health care to the individual, or the individual's payment for the provision of health care.
"Health service provider" means an entity that provides health-related services.
II. The ClinicSense Service
The "ClinicSense Service" is defined as any computer or mobile application or software under ClinicSense's control, whether partial or otherwise, in connection with providing the services provided by ClinicSense. The ClinicSense Service provides a platform to store health-related information to make it available to you and your employees.
Medical Advice. ClinicSense does not give medical advice. The ClinicSense Service may provide helpful information to assist you in your medical decision-making. The information and materials available through the ClinicSense Service are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the ClinicSense Service. You will be solely responsible for the professional and technical services you provide. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or services.
Third-Party Services. The ClinicSense Service may include certain third-party software and services. Your use of such software or services may require that you enter into separate subscription or licensing agreements with third-party vendors and suppliers. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services.
You are responsible for the use and misuse of the ClinicSense Service by the employees and patients you allow to access the ClinicSense Service using your account.
No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the ClinicSense Service using your account. You may allow your employees to use the ClinicSense Service on your behalf in compliance with these Terms. You may also allow patients to make payment for your services through the ClinicSense Service in compliance with these Terms. You are solely responsible for the use of the ClinicSense Service by your employees and patients. We have no liability for the consequences to you or your employees or patients from your or their use of the ClinicSense Service.
Responsibility for Misuse by Other Users. You acknowledge that by allowing employees and patients to access the ClinicSense Service with your account, you are responsible for ensuring such employees and patients use the ClinicSense Service for the purposes for which they are accessing it. While the ClinicSense Service has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the ClinicSense Service by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.
Individuals' Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the ClinicSense Service.
Exporting Information from the ClinicSense Service. You are solely responsible for any health-related information exported from the ClinicSense Service by you or the employees and patients that you allow access from your account.
Training and Compliance. You agree to train all employees on the use of the ClinicSense Service or health privacy obligations, and the requirements of these Terms and ensure that they comply with such requirements.
Compulsory Information Disclosure. You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the ClinicSense Service. You will cooperate fully with us in connection with any such demand.
IV. ClinicSense's Health-Related Information Practices
Use and Disclosure. We may use and process the health-related information posted to the ClinicSense Service for the proper management, provision, and administration of the ClinicSense Service and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that ClinicSense may use and share de-identified health-related information to the fullest extent permitted by law.
Data Transfers at Your Request. We do not transfer health-related information to third parties, other than our vendors, suppliers and as required to process patient billing. We may transfer health-related information to third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you and the users who are acting under your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.
Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of health-related information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.
Security Incident. We will report to you any discovered use or disclosure of health-related information not provided for by these Terms, or when we determine that unauthorized access to health-related information has occurred.
Our Agents. We will ensure that any of our agents, suppliers, and vendors to whom we provide health-related information for purposes of assisting us in providing the ClinicSense Service, agrees to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards.
Access, Amendment, and Accountings. We will facilitate your requirements under the Privacy Rule to give patients access and the ability to amend health-related information you posted to the ClinicSense Service. We may also facilitate an accounting of disclosures as required by the Privacy Rule.
Termination of these Terms. At the termination of these Terms we will provide you with a copy of health-related information in an electronic form that is accessible through commercially available hardware and software. If feasible, we will also return or destroy all health-related information you or your employees or patients post to the ClinicSense Service. If such return or destruction is not feasible, we will continue to abide by these Terms with respect to such information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. You acknowledge that segregating health-related information for removal from the ClinicSense Service may be infeasible.
V. Account Creation and Secure Credentials
You agree that if you create an account and use the ClinicSense Service on behalf of a health service provider, you have the necessary legal authority and capacity to do so as an authorized agent of the health service provider. Such health service provider will be the primary account holder. You agree that you have the authority to bind the health service provider in legal agreements and contracts. Your agreement to these Terms also binds such health service provider.
Owner of Account and Health-Related Information. The primary account holder (i.e., health service provider) holds the legal rights to the ClinicSense Service account and the information posted to the ClinicSense Service by your business entity.
Accurate Account Information. You represent and warrant that the information you provide to ClinicSense upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Verification. You agree that we may take steps to verify your identity and credentials as a health service provider at any time. You agree that we may use and disclose information, including "Confidential Information," about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the ClinicSense Service at any time if we are unable at any time to determine or verify your qualifications or credentials.
Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your account and access credentials, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the ClinicSense Service.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify ClinicSense by e-mail to firstname.lastname@example.org. You will be solely responsible for the losses incurred by ClinicSense and others (including patients) due to any unauthorized use of your account that takes place prior to notifying ClinicSense that your account has been compromised.
You agree to receive email from us at the email address you provided to us for informational and customer service-related purposes.
Electronic Notices. By using the ClinicSense Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the ClinicSense Service. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the ClinicSense Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at email@example.com.
VII. ClinicSense's Content Ownership and Use
The contents of the ClinicSense Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other ClinicSense content (collectively, "ClinicSense Content"). All ClinicSense Content and the compilation (meaning the collection, arrangement, and assembly) of all ClinicSense Content are the property of ClinicSense or its licensors.
License to You. We authorize you, subject to these Terms, to access and use the ClinicSense Service and the ClinicSense Content solely for the use of ClinicSense 's services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the ClinicSense Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original ClinicSense Content on any copy you make of the ClinicSense Content.
ClinicSense Marks. ClinicSense, the ClinicSense logo, and other ClinicSense logos and product and service names are or may be trademarks of ClinicSense (the "ClinicSense Marks"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the ClinicSense Marks.
VIII. Confidential Information
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. ClinicSense Confidential Information shall include the ClinicSense Service, customer feedback, and information relating to the performance, reliability, or stability of the ClinicSense Service, operation of the ClinicSense Service, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
IX. Intellectual Property Rights and Your License to Use
ClinicSense Claims No Ownership. The ClinicSense Service may provide you with the ability to create, post, or share content ("Your User Content"). ClinicSense claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the ClinicSense Service. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
You Acquire No Ownership of Others' Content. You understand and agree that you will not obtain, as a result of your use of the ClinicSense Service, any right, title, or interest in or to such content delivered via the ClinicSense Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the ClinicSense Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the ClinicSense Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the ClinicSense Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the ClinicSense Service.
The ClinicSense Service contains content from users and other ClinicSense licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the ClinicSense Service.
X. Copyright Policy
If you believe in good faith that materials posted on the ClinicSense Service infringe your copyright, you (or your agent) may send ClinicSense a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the ClinicSense Service are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow ClinicSense to locate the material on the ClinicSense Service;
- Your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, send ClinicSense a counter-notice.
XI. Suggestions and Submissions
ClinicSense appreciates hearing from its users and welcomes your comments regarding the ClinicSense Service. Please be advised, however, that ClinicSense does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those which we have specifically requested. While ClinicSense values your feedback on our services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send ClinicSense creative ideas, ClinicSense shall:
- own, exclusively, all now known or later discovered rights to the creative ideas;
- not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
- be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XII. User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.
A. Prohibited ClinicSense Service Uses
You agree to use the ClinicSense Service only for its intended purpose. You must use the ClinicSense Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the ClinicSense Service are prohibited. You may not:
- aggregate, copy, or duplicate any ClinicSense Content;
- use data mining, robots, or other data-gathering devices on the ClinicSense Service;
- remove, disable, damage, circumvent, or otherwise interfere with the security of the ClinicSense Service;
- interfere or attempt to interfere with the proper working of the ClinicSense Service;
- gain unauthorized access to the ClinicSense Service or computers linked to the ClinicSense Service;
- attempt to reverse engineer, or reverse engineer the ClinicSense Service;
- frame or link to the ClinicSense Service without permission;
- attempt to submit, or submit a virus to the ClinicSense Service;
- take any action imposing an unreasonable or disproportionately large load on ClinicSense infrastructure;
- intercept, examine, or otherwise observe any proprietary communications with the ClinicSense Service or facilitate, create, or maintain any unauthorized connection to the ClinicSense Service;
- attempt to or obtain unauthorized access to other users' accounts;
- sell, transfer, or assign any of your rights to use the ClinicSense Service to a third party without our express written consent;
- use an account that has been sold, transferred, or assigned to you from a ClinicSense Service user without our express written consent;
- use the ClinicSense Service in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to ClinicSense or others;
- use the ClinicSense Service for transactions involving illegal activities or what ClinicSense reasonably believes to be potentially fraudulent activity;
- use the ClinicSense Service in an illegal way or to commit an illegal act;
- access the ClinicSense Service from a jurisdiction where it is illegal, unauthorized, or penalized;
- create multiple registrations, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without ClinicSense prior consent; or
- control an account if another account controlled by you has performed these activities or otherwise breached these Terms resulting in account suspension or termination.
B. Prohibition of Certain User-Provided Information
You are solely responsible for Your User Content on the ClinicSense Service. ClinicSense does not endorse any, nor are we responsible for, User Content on the ClinicSense Service. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
The following requirements apply to Your User Content. You may not:
- post information on behalf of another person or entity without their consent;
- post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity;
- post information that is false, deceptive, misleading, deceitful, or misinformative;
- harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
- disclose personal information about another person;
- post links, advertisements, or other content from competitors' websites; or
- post any franchise, pyramid scheme, or similar information.
XIII. Consequences of Violating These Terms
We reserve the right to suspend or terminate your account and prevent access to the ClinicSense Service for any reason, at our discretion. We reserve the right to refuse to provide the ClinicSense Service to you in the future.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the ClinicSense Service.
XIV. ClinicSense's Liability
Changes to the ClinicSense Service. We may change, suspend, or discontinue any aspect of the ClinicSense Service at any time, including hours of operation or availability of the ClinicSense Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the ClinicSense Service, including payment processors. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the ClinicSense Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release ClinicSense of all claims, demands, and damages in disputes among users of the ClinicSense Service. You also agree not to involve us in such disputes. Use caution and common sense when using the ClinicSense Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the ClinicSense Service, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the ClinicSense Service. Use the ClinicSense Service at your own risk.
We make no promises and disclaim all liability of specific results from the use of the ClinicSense Service.
Released Parties Defined. "Released Parties" include ClinicSense and our affiliates, officers, employees, agents, partners, and licensors.
A. Disclaimer of warranties
You expressly understand and agree that: (a) your use of the ClinicSense service is at your sole risk, and the ClinicSense service is provided on an "as is" and "as available" basis and the released parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, warranties as to products or services offered by businesses listed on the ClinicSense service, implied warranties of merchantability, fitness for a particular purpose, and non-infringement; (b) the released parties make no warranty that (i) the ClinicSense service will meet your requirements, (ii) the ClinicSense service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the ClinicSense service will be accurate or reliable, (iv) the quality of any goods or service available on the ClinicSense service will meet your expectations, (v) the ClinicSense currency has any value, and (vi) any errors in the service will be corrected; and (c) any material downloaded or otherwise obtained through the use of the ClinicSense service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download or use of any such material.
B. Limitation of liability and indemnification
You expressly understand and agree that the released parties shall not be liable to you or your patients for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ClinicSense has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the ClinicSense service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of the ClinicSense service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any user or third party on the ClinicSense service; (v) your reliance on content made available by us; or (vi) any other matter relating to the ClinicSense service. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in this paragraph may not apply to you.
To the fullest extent possible by law, our maximum liability arising out of or in connection with the ClinicSense service or your use of ClinicSense content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any ClinicSense Content or the use of the ClinicSense Service, (iii) any activity on the ClinicSense Service under your log-in credentials, or (iv) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
XV. General Terms
These Terms constitute the entire agreement between you and ClinicSense concerning your use of the ClinicSense Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
XVI. Place of Governance
These Terms and the relationship between you and ClinicSense shall be governed by the laws of the province of Ontario, Canada without regard to its conflict of law provisions.