ClinicSense Terms of Service

Binding Agreement. Please read these Terms of Service ("Terms ") carefully before using the ClinicSense Service. These Terms constitute a binding agreement between you and Rocket Thought Inc. (dba ClinicSense) and its affiliates ("ClinicSense," "we," or "us"), and includes our Cancellation Policy and Privacy Policy.

‍Acceptance. You accept these Terms by clicking the "I agree" checkbox when you sign up for the ClinicSense Service on the trial sign-up form (“Order”), 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.

‍Definitions. In these Terms, the following terms have these meanings:

"ClinicSense Service" means any computer or mobile application or software under ClinicSense's control, whether partial or otherwise, in connection with providing the services provided by ClinicSense.
"You" and "users" means all health service providers and their agents who use the ClinicSense Service.
"Post" and "posting" means 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.

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ClinicSense Service. The ClinicSense Service provides a platform to store health-related information to make it available to you and your employees.

‍Subscription. You subscribe to the ClinicSense Service by selecting a subscription plan and submitting the Order. We charge fees in accordance with your subscription plan and the billing information that you provide at the time of the Order. You may update your billing information at any time by logging into your account and changing your payment method or subscription.  To cancel your subscription, please see our Cancellation Policy.

‍No 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. Your use of such third-party services is governed by the legal terms of those third parties, and not by these Terms. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services.

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 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. 

‍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.

Privacy Policy. You consent to the collection, use, reproduction, hosting, transmission, and disclosure of any health-related information in compliance with our Privacy Policy, which is incorporated by reference into these Terms, for the provision of the ClinicSense Services.

Ownership and Control. You retain ownership and control of all health-related information that is collected, entered, created or exported by you, your employees and patients in the course of using the ClinicSense Services. You are responsible for ensuring that the collection, use and exporting of health-related information complies with applicable laws and regulatory requirements.

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.

‍HIPAA Compliance. If you are subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), you can request that we enter into a Business Associate Agreement (“BAA”) with you. 

‍Use and Disclosure. We will use and process the health-related information posted to the ClinicSense Service only for the proper management, provision, and administration of the ClinicSense Service and our business, and as required by law. We will also disclose health-related information only 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. 

‍Handling of Health-Related Information on Termination. Upon cancellation of your subscription or other termination of your relationship with ClinicSense, we will provide you with read-only access to health-related information. If feasible, we will also destroy all health-related information that you or your employees or patients have posted to the ClinicSense Service. If such 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 destruction of the information infeasible. You acknowledge that segregating health-related information for destruction may be infeasible.

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. We will explain to you the corrective actions being taken in response to the security incident, while reasonably cooperating with you in mitigating the effects of any lost or compromised health-related information.

‍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.

Authority.  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.

‍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.

‍Notification of Breach. 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 support@clinicsense.com. You will be solely responsible for the losses incurred by ClinicSense and others (including patients) due to any unauthorized use of your account prior to notifying ClinicSense that your account has been compromised.

Email. You agree to receive email from us at the email address you provided to us for informational and customer service-related purposes.

‍Electronic Notices. You agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the ClinicSense Service and these Terms. 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.

ClinicSense Content. 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 intellectual property of ClinicSense or its licensors.  Except as provided in these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any ClinicSense Content.

‍License to You. We authorize you, subject to these Terms, to access and use the ClinicSense Service and the ClinicSense Content solely for your internal business purposes and for your own personal, non-commercial use, provided that: (i) you do not sell or otherwise commercialize the ClinicSense Service or the ClinicSense Content for your own gain or for the gain of any other person; (ii) you do not circulate or distribute our ClinicSense Content or other materials publicly, unless we expressly authorize you to do so; (iii) you 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; and (iv) you comply at all times with the “Prohibited Uses” and all other Terms. 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.

‍Your User Content. The ClinicSense Service may provide you with the ability to create, post, or share content ("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 acknowledge and agree that Your User Content is non-confidential. You represent and warrant that: (i) you own Your User Content or otherwise have the right to grant the license set forth in these Terms, and (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.  You are solely responsible for Your User Content and assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability.  ClinicSense reserves the right to refuse to accept, post, display, or transmit any of Your User Content in its sole discretion. With respect 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; orpost any franchise, pyramid scheme, or similar information.

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.

‍ClinicSense's Use of Posted Content on the ClinicSense Service. By creating, posting, or sharing Your User Content on or through the ClinicSense Service, and subject to ClinicSense 's Privacy Policy, you grant ClinicSense a perpetual, world-wide, non-exclusive, non-transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting ClinicSense and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. ClinicSense reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.

‍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.

License to ClinicSense. By creating, posting, or sharing Your User Content on or through the ClinicSense Service, you grant ClinicSense a non-exclusive, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose in connection with the ClinicSense Services. 

‍Comments and Ideas. ClinicSense appreciates hearing from its users and welcomes your comments regarding the ClinicSense Service. If you submit any creative or feature ideas, suggestions for improvements, inventions, works or other materials (“Ideas”), you authorize ClinicSense to use your Submission, on a non-exclusive and perpetual basis and without payment of any compensation to you.

‍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.

‍Copyright Infringement. We take claims of copyright infringement seriously. We reserve the right to remove any material, or disable or terminate your accounts, or take such other actions deemed necessary or appropriate in the circumstances, if we believe that you are infringing anyone’s copyright.  If you believe that any materials on the ClinicSense Service infringe your copyright, you may send us a notice of claimed infringement, in accordance with our Copyright Policy.

Prohibited Uses of ClinicSense Service. You agree to use the ClinicSense Service only for its intended purpose. You must use the ClinicSense Service in compliance with these Terms and all privacy, data protection, intellectual property, and other applicable laws. You may not:

Cancellation of Your Subscription. For information about cancelling your subscription, and your rights upon cancellation, please see our Cancellation Policy, which is incorporated by reference into these Terms.

‍Termination by ClinicSense. We may to suspend or terminate your account and prevent access to the ClinicSense Service if you breach any of your obligations under these Terms, or if any fees are overdue by more than 30 days. We may also terminate such access if we discontinue the ClinicSense Services..

Use of Clinic Sense Services at Your Own Risk. You expressly understand and agree that 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.  

‍Disclaimer of Express and Implied Warranties. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Without limiting the foregoing, you acknowledge that: (a) we disclaim any warranties as to products or services offered by businesses listed on the ClinicSense Service; (b) we make no warranty that the ClinicSense Service will meet your requirements, or be uninterrupted, timely or error-free; and (c) any ClinicSense Content or other 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. 

‍Third-party Vendors. We make no representations or warranties 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.

‍User Content. We do not represent or warrant the truthfulness, accuracy, or reliability of content, posted by other users on the ClinicSense Service. You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.

No Indirect or Consequential Damages.  YOU UNDERSTAND AND AGREE THAT WE 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 REVENUE, LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF CLINICSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OR RESULTING FROM YOUR USE OF THE CLINICSENSE SERVICES. 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 depending on your location.

‍Maximum Liability.  TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE CLINICSENSE SERVICE OR THE CLINICSENSE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID TO US IN THE SIX MONTHS PRIOR TO DATE OF YOUR CLAIM, OR $100, WHICHEVER IS LOWER.

‍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 and agree to resolve disputes directly with other parties. You release ClinicSense of all claims, demands, and damages in disputes among users of the ClinicSense Service. 

Indemnification.  You agree to defend, indemnify, and hold harmless ClinicSense and our affiliates, officers, employees, agents, partners, and licensors (the "Released Parties") from and against any third-party claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on the ClinicSense Service, any ClinicSense Content, Your User Content, Submissions or any third-party content, (ii) any activity on the ClinicSense Service under your log-in credentials, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.

‍Entire Agreement. These Terms, together with the Order, our Privacy Policy and our Cancellation Policy, constitute the entire agreement between you and ClinicSense concerning your use of the ClinicSense Service. 

‍No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

‍Severability. 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. 

‍Governing Law. 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.

‍Disputes. Any controversy or claim between you and us arising out of or relating to these Terms or the breach thereof shall be determined by binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one, the place of arbitration shall be in Toronto, Ontario, and the language of the arbitration shall be in English.