Acceptance of Terms of Use

Welcome to the website (the “website”) of Clinic Commerce Inc. (“CCI”). Your activities at this website are governed by the terms of use described in this document (the “Terms of Use”) and the conditions, notices and consents obtained by CCI from you during your visit to this website.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS WEBSITE YOU AGREE AS FOLLOWS:

By accessing and using this website in any way, including, without limitation, browsing the website, using any information, using any content, using any services, you agree to and are bound by the Terms of Use. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THIS WEBSITE IN ANY MANNER. The Terms of Use are entered into by and between CCI and you. If you are using the website on behalf of your employer or anyone else, you represent that you are authorized to accept these Terms of Use on your employer’s behalf or on behalf of the person on whose behalf you are using the website.

CCI reserves the right, at CCI’s sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time without notice to you. Please check these Terms of Use for changes. Your continued use of this website following the posting of changes to the Terms of Use will mean you accept those changes.

Use of Materials Limitation

All materials contained in the website are the copyrighted property of ST, its subsidiaries, affiliated companies and/or third-party licensors. 

Unless otherwise specified, the materials and services on this website are for your personal and non-commercial use, and you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the website without the written permission from CCI.

Privacy Policy

CCI respects your desire for privacy. CCI’s Privacy Policy can be found here. By using the website, you are consenting to the processing of your data by CCI and consenting to the terms of our Privacy Policy.

Use of the Software on the Website

Any software that is made available to download and/or access from the website (“Software”) is the copyrighted work of CCI and/or its suppliers. Use of the Software is governed by this Terms of Use. 

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, ENTERTAINMENT PARTNERS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FOR YOUR CONVENIENCE, CCI MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS MATERIALS OR SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. CCI DOES NOT MAKE ANY ASSURANCES, OR PROVIDE ANY WARRANTIES, WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES, OR OTHERWISE. YOU AGREE TO RESPECT AND COMPLY FULLY WITH THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN CCI SOFTWARE PRODUCTS.

RESTRICTED RIGHTS LEGEND. Any Software which is downloaded from the website for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Clinic Commerce Inc., 67 Yonge St F2, Toronto, ON M5E 1J8

Use of Documents and Publications on the Website

Except as expressly prohibited on this website, you are permitted to view, copy, print and distribute publications and documents within this website (such as FAQs), subject to your agreement that: a) your use of the information is for informational, personal, and non-commercial purposes only, b) you will not modify the documents or publications, c) you will not copy or distribute graphics separate from their accompanying text and you will not quote materials out of their context, d) you will display the below copyright notice and other proprietary notices on every copy you make, e) you will not use documents, publications or graphics contrary to any law, and f) you agree that CCI may revoke this permission at any time and you shall immediately stop your activities related to this permission upon notice from ST. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

The permission above to use documents and publications does not include permission to copy the design elements, look and feel, or layout of this website. Those elements of the website are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the website may be copied or retransmitted unless expressly permitted by ST.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CCI MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND PUBLICATIONS AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE FOR ANY PURPOSE. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CCI HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL CCI AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE WEBSITE.

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CCI MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME WITHOUT NOTICE.

Disclaimers and Other Notices for Users of the Website

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION, SOFTWARE, DOCUMENTATION, MATERIALS, SERVICES AND PUBLICATION ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND AND CCI HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, CCI DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. IN NO EVENT SHALL CCI BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, MATERIALS, PUBLICATIONS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE WEBSITE.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS. THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CCI ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS IN THE WEBSITE, MATERIALS, PUBLICATIONS AND DOCUMENTS AND IN ANY OTHER REFERENCE.

CCI MAY MAKE CHANGES TO THE WEBSITE, INFORMATION, SOFTWARE, WEBSITE, DOCUMENTS, PUBLICATIONS, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THE WEBSITE AT ANY TIME AND WITHOUT NOTICE AND IN ITS SOLE AND ABSOLUTE DISCRETION.

CCI IS NOT RESPONSIBLE FOR ANY PROBLEMS OR DAMAGE THAT MAY RESULT FROM YOUR USE OF CCI’S WEBSITE OR SERVICES. IF, FOR ANY REASON WHATSOEVER, YOU BELIEVE THAT THE USE OF CCI’S WEBSITE AND SERVICES MAY CAUSE DAMAGE TO YOURSELF, YOUR COMPUTER OR OTHERWISE, YOU SHOULD NOT USE CCI’S WEBSITE AND SERVICES.

CCI DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ITS WEBSITE OR SERVICES, AND YOU RECOGNIZE AND UNDERSTAND THAT OPERATION OF CCI’S WEBSITE AND SERVICES COULD BE INTERFERED WITH BY NUMEROUS FACTORS THAT ARE OUTSIDE OF ITS CONTROL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CCI OR THROUGH OR FROM CCI’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

Accounts and Security

If any of the services on the website requires you to open an account, you must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You are entirely responsible for maintaining the confidentiality of your account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify CCI immediately of any unauthorized use of your account or any other breach of security. CCI will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by CCI or another party due to someone else using your account credentials. You may not use anyone else’s account at any time, without the permission of the account holder. You acknowledge and agree that certain services may provide restricted access to customer information such as names. By using this website and registering for such services, you consent to CCI’s display of such information via the services and accept all risks of unauthorized access to such information.

If you provide any information that is false, inaccurate, out of date, or incomplete, or CCI has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, CCI may suspend or terminate your account and refuse any and all current or future use of the services or any portion thereof. You are responsible for all costs and charges, including without limitation, phone charges, internet charges and telecommunications equipment, that you incur in order to use the services.

No Unlawful or Prohibited Use

As a condition of your use of the website, you will not use the website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any CCI server, or the network(s) connected to any CCI server, or interfere with any other party’s use and enjoyment of the website. You may not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any CCI server or to the website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the website.

You agree that any email or other correspondence that you send to any person, business or entity informing them of CCI’s website or services shall be done in accordance with all applicable laws and will be done with the consent and permission of the recipient of the email or other correspondence. You also agree and consent that CCI may send you email and other correspondence informing you of information about CCI’s website and services, and any other information that CCI believes would be of intereCCI to you.

Materials to be provided to CCI

Unless otherwise specified, CCI does not claim ownership of the content of any materials that you provide to CCI (including, without limitation, information, ideas, concepts, techniques, feedback, data, questions, comments and suggestions, or the like) or the content of any post, upload, input or submit to the website or its associated services for review by CCI (each a “Submission” and collectively “Submissions”), and such Submissions shall be deemed not to be confidential. However, by posting, uploading, inputting, providing or submitting (“Posting”) your Submission you are granting ST, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their businesses (including, without limitation, all CCI services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submissions; to publish your name in connection with your Submission; develop, manufacture, and market products incorporating such ideas, concepts, or techniques, and the right to sublicense such rights to any supplier of the services and/or materials on the website. CCI may retain any materials that you provide to it, including without limitation, emails, postings, uploads, inputs and submissions, and said materials shall remain the property of ST, and CCI shall have the exclusive right to retain or delete said materials at its sole and absolute discretion.

No compensation will be paid with respect to the use of your Submission, as provided herein. CCI is under no obligation to poCCI or use any Submission you may provide and CCI may remove any Submission at any time in its sole discretion.

By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

You understand that all Submissions are the sole responsibility of the person from whom such Submissions originated. This means that you, and not ST, are entirely responsible for all Submissions that you upload, post, provide, input, submit, or otherwise transmit via the website. CCI does not control the Submissions posted via the website and, as such, does not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using the website, you may be exposed to Submissions from others that are offensive, indecent or objectionable.

Unsolicited Idea Submission Policy

CCI OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN CCI’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO ST. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO CCI OR ANYONE AT ST. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT CCI MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

Spam E-mail and Postings

You agree that CCI would be irreparably harmed by the use, by you or others, of the website or facilities in connection with the transmission of spam newsgroup postings or unsolicited e-mail in violation of these Terms of Use, and that CCI is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). CCI reserves the right to block, filter or delete unsolicited e-mail.

Indemnity

You agree to indemnify, defend and hold CCI, and its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Submissions, your use of the website, including any use by your employees or agents, your connection to the website, your violation of the Terms of Use, your violation of CCI’s Privacy Policy or any other policies, or your violation of any rights of another.

Copyright Information

COPYRIGHT NOTICE: Copyright © 2022 Clinic Commerce Inc., 67 Yonge St F2, Toronto, ON M5E 1J8. All Rights Reserved. 

The Terms of Use constitute the entire agreement between you and CCI and govern your use of the website, superseding any prior agreements between you and CCI on the subject matter (including, but not limited to, any prior versions of the Terms of Use). Notwithstanding the prior provision, to the extent, and only to the extent, that any terms set forth in this Terms of Use expressly contradicts any terms of a prior written agreement between you and CCI in effect as of the date of your use of the website and specifically regarding your use of the website (“Executed Agreement”), such contradictory terms set forth in the Executed Agreement shall govern. You also may be subject to additional terms and conditions that may apply when you use other CCI services, third-party content or third-party software. You must not assign or otherwise transfer the Terms of Use nor any right granted hereunder. If any of the terms or provisions of the Terms of Use is held to be invalid or unenforceable, such term or provision shall be struck from the Terms of Use, but the remaining terms and provisions shall continue to apply and be enforced. The Terms of Use and any changes thereto shall survive any termination or expiration of these Terms of Use.

Canadian federal law governs any action related to the Terms of Use, without regard to the principles of choice of law. You understand and agree that any legal dispute between you and ST, its parent, subsidiaries, affiliates, officers, owners, shareholders, directors, agents, affiliates and employees shall be brought in an appropriate Federal court. You agree that, before initiating legal action against CCI, you will deliver a letter to CCI by certified mail to: Clinic Commerce Inc., 67 Yonge St F2, Toronto, ON M5E 1J8. You agree to explain the basis of your dispute to CCI and allow CCI ten (10) business days to respond to your dispute. If your dispute cannot be resolved informally, you agree to submit your dispute to mediation with a third party mediator upon request of CCI, with you and CCI splitting equally the fees and costs of the mediation. If the dispute still cannot be resolved after mediation or if CCI has not requested mediation, you may then proceed with your legal action as so provided by this provision.

You understand and agree that there is no agency, partnership, joint venture, employee-employer and/or frachiser-franchisee relationship between you and CCI. You understand that you are not authorized to take any action on behalf of CCI.

You understand and agree that the Terms of Use and any changes thereto may be assigned by CCI, in its sole discretion, to a third party in the event of a merger, acquisition or other business transaction in which CCI deems it appropriate to assign such rights to a third party. You also understand and agree that each member of the group of companies of which CCI is the parent shall be third party beneficiaries to the Terms of Use and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms of Use which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

You understand and agree that CCI’s failure to act with respect to a breach by you or others under the Terms of Use does not waive CCI’s right to act with respect to subsequent or similar breaches.

CCI controls and operates this website from its headquarters in various locations in Canada and makes no representation that this website is appropriate or available for use in other locations. If you use this website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.

The failure of CCI to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms of Use 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 the Terms of Use remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.