Clinnect Terms of Use

1. Introduction

Welcome to Clinnect. The following terms of use (these “Terms”) govern your use of the www.clinnect.ca and www.refer.clinnect.ca websites, mobile application and all related webpages (collectively, the “Site”), together with all of the Site’s content and related features (the “Content”), and the services available thereon, including the ability to connect and interact with other healthcare providers and to securely upload, transfer and receive patient medical information (collectively, the “Services”).

2. Acceptance and Changes

The Site and Services are owned and operated by Central Referral Solutions Inc. (“Clinnect”, “we”, or “us”) and all Content is owned or licensed by Clinnect. To obtain access to the Site or Services you must agree to be bound by these Terms. BY CLICKING THE “I AGREE” BUTTON OR OTHERWISE ACCEPTING THESE TERMS BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE OR SERVICES.

We reserve the right, acting in our sole discretion and with or without prior notice to you, to do any of the following: (i) modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site or Services including, but not limited to, hours of availability, geographical availability and applicable policies or terms; (ii) make changes to any fees or charges, if any, related to your use of the Site or Services; (iii) make changes to the equipment, hardware or software required to use and access the Site or Services; (iv) interrupt the Site or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications; and (v) revise these Terms. We will give you notice of such revisions by posting the revised Terms on the Site. It is your responsibility to ensure that you are aware of the current Terms when you use the Site or Services. If you continue to access or use any of the Site or Services after any revisions to these Terms you will be deemed to have accepted those revisions.

3. User Representations and Warranties

You represent and warrant that: (i) as a healthcare provider that is authorized to send patient referrals under the B.C. Health Professions Act and its regulations or such other substantially similar legislation in the jurisdiction in which you practice (“Healthcare Provider”), you are and shall remain for the term of your access to and use of the Site and Services duly licensed, accredited or registered as a Healthcare Provider, as applicable, and in good standing under the laws of the jurisdiction in which you practice; (ii) as a medical office assistant or similar staff member granted access to the Site and Services by a Healthcare Provider (“Staff”), you are and shall remain for the term of your access to and use of the Site and Services acting in accordance with the consent, supervision and direction of a Healthcare Provider; and (iii) you shall at all times act in strict compliance with these Terms and all applicable laws and regulations.

4. Use and Restrictions

The Site and Services are provided to you solely for your use as a Healthcare Provider or Staff. You may access and use the Site and Services only in accordance with all applicable laws and regulations and with full observance of these Terms. In connection with your use of the Site and Services, you acknowledge and agree that you will not: (i) copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Site or Services; (ii) post or transmit any material that contains a virus or corrupted data; (iii) delete any author attributions, legal notices or proprietary designations or labels; (iv) violate any applicable laws or use the Site or Services for any purpose that is prohibited by these Terms; (v) use the Site or Services in any manner that could damage, disable, overburden or impair Clinnect’s servers or networks, or interfere with any other user’s use and enjoyment of the Site and/or Services; (vi) gain or attempt to gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to Clinnect through hacking, password mining or any other means; or (vii) use the Site or Services in any manner that could damage, disparage or otherwise negatively impact Clinnect.

5. Use of Services and Your Account

The Site and Services are intended for use only by and between Healthcare Providers and their Staff. As such, before using the Site or Services we need to verify that you are a Healthcare Provider or Staff.

In order to access and use the Services, you will be required to register an account (“Account”) through the Site. When you register an Account, you will be required to provide us with certain personal information, including your selected user name and password as well as certain sensitive personal information such as the jurisdiction in which you are licensed, accredited or registered, as applicable, to practice and your Medical Services Plan (MSP) billing number or such other similar billing number in the jurisdiction in which you practice (collectively, the “Login Information”). This Login Information will be collected and used in accordance with our privacy terms in Section 9 below. You are solely responsible for (a) maintaining the security and confidentiality of your Account and Login Information; (b) restricting access to the devices on which you intend to access the Site, Services and your Account; and (c) keeping the Login Information accurate and current. You are solely responsible and liable for all activities which occur on the Site and Services under your Account whether or not such activities have been authorized by you. You agree to immediately notify Clinnect of any unauthorized use of your Account. We are not responsible for any unauthorized use of your Account(s) even if you have advised us of such use.

6. Staff Access

As a Healthcare Provider, you may add certain Staff under your Account (such Accounts referred to as “Staff Accounts”). By adding Staff to your Account, you represent and warrant that (a) you are sponsoring the access for such Staff and you will ensure that each Staff member complies with all of the provisions of these Terms; (b) each such Staff member requires access to the Site and Services solely in furtherance of the provision of treatment for patients under your care; and (c) you will terminate any Staff Accounts upon the resignation of the applicable Staff member or upon your termination of the employment (or other similar work relationship) of such Staff member. You acknowledge and agree that you are and shall remain responsible for the actions of any of your Staff.

7. Payment Terms

If you choose to subscribe to any of the Services, these are the payment and billing terms that apply. By subscribing for and using the Services, you agree to pay any fees or other incurred charges that apply to the Services when they become due, whether on a one-time, installment or subscription basis. When you subscribe for any of the Services, you must designate and provide information about your preferred payment method (“Payment Method”). This information must be complete and accurate, and you are responsible for keeping it up to date. You hereby expressly authorize the third party payment processing company of our choosing to collect from your Payment Method the appropriate fees charged for the Services and for any other purchases you elect to make via the Services, plus any applicable taxes. All fees due for the Services are payable in advance, and will be billed automatically to the Payment Method at the time you agree to make the payment. When you provide any payment account information to us you represent and warrant to us and the third party payment processing company of our choosing that you are the authorized user of that payment account. You acknowledge and agree that if you do not make the payments as required to register for any Services, you will not be able to participate in the Services.

8. Patient Information

As part of the Services, you may be asked to provide the first and last name, contact information and initial diagnosis of a patient, including the urgency of such patient’s condition (“Patient Information”). You are reminded of your professional and legal responsibilities regarding patient confidentiality. All messages that are sent or received within the Site or Services which contain a patient’s medical information (“Medical Information”) should only be disclosed by the appropriate Healthcare Provider to the relevant specialist and such information is subject to all applicable laws, including those governing the security and confidentiality of medical records. You represent and warrant that you have obtained the necessary consent for the collection, use and disclosure of any Patient Information or Medical Information in accordance with applicable laws, and where the patient is under the age of majority in his or her jurisdiction, the consent of such patient’s parent or guardian, as applicable, and you agree to defend, indemnify and save harmless Clinnect and its affiliates, subsidiaries, directors, officers, employees, advisors and agents from any demand, liability, claim, loss, fine, penalty and other expense, including legal costs, arising out of your collection, use and disclosure of Patient Information or Medical Information.

9. Consent to Receive Communications

You consent to receive electronic communications from Clinnect either in the form of email sent to you at the email address listed on your Account or by communications posted on the Site. You acknowledge and agree that any electronic communication in the form of such email or posting on the Site shall satisfy any legal requirement that such communication be in writing. Upon registering an Account, you may receive email communications regarding the operations of the Site or the Services. You cannot opt out of receiving these communications while you continue to use the Site or the Services. You may also receive promotional emails while you use the Site or the Services. You can opt out of these emails at any time by using the unsubscribe feature located in the footer of such email.

10. Privacy

Clinnect is committed to safeguarding and protecting your personal information by meeting or exceeding Canadian privacy standards. The following section of these Terms applies to Personal Information collected by us, or supplied by you to us in any manner whatsoever, including without limitation through your use of the Site or Services. “Personal Information” is information about an identifiable individual and for the purposes of these Terms, includes any personal information that is collected by us or supplied to us as part of creating an Account, directly or through the Site, and the provision of the Services. The Personal Information we collect includes but is not limited to your name, email address, telephone number, the jurisdiction in which you are licensed, accredited or registered to practice, as applicable, MSP billing number or such other similar billing number in the jurisdiction in which you practice, payment card information and other billing information, Patient Information and Medical Information. You are responsible for ensuring that all information provided to us is accurate, reliable and complete. If you identify any incorrect information and we are satisfied that your information should be updated, we will make the appropriate changes to your information and send you a confirmation of the corrected information.

For the purposes of this section 9, any reference to “applicable laws” shall expressly exclude the laws of the Province of Quebec.

Collection of Information

We collect and store information, which may include Personal Information that you provide to us, for the following purposes: (a) to communicate with you and enhance your visit to the Site; (b) to create and manage your Account with us; (c) to process orders for the Services through the Site; (d) to provide the Services; (e) to respond to inquiries about the Site, the Services, and the Content; (f) to troubleshoot problems with, and improve, the Site, Services and Content; (g) to enforce these Terms or any other terms of registration of the Site and Services; and (i) to send you information about our products and services, including promotions and other information we think may interest you, and for other marketing purposes.

Certain information may also be passively collected and stored on our server logs, including your internet protocol address, browser type and operating system. We also use “cookie” technology to ensure secure navigation of certain parts of the Site. Cookies are small amounts of data that are transferred from our server to your computer’s hard drive for record-keeping purposes. If you do not wish to accept cookies, you have the option of blocking or disabling cookies. However, please be aware that you will be unable to access certain parts of the Website if you do block or disable our cookies.

We partner with third party service providers to provide access to existing payment gateways. Any purchase, payment, delivery or other transaction conducted between you and such third party service providers, whether through the Site or Services or otherwise, is entirely between you and such third party service provider. Any Personal Information disclosed to any third party service providers is dealt with in accordance with the privacy policies adopted by each such service provider.

Use of Personal Information

By providing Personal Information to us through the Site or otherwise, you acknowledge and agree that we may use the Personal Information for the purposes outlined above under “Collection of Information”. Subject to any exceptions permitted by law, if for any reason your Personal Information is required to fulfill a different purpose, we will notify you and ask for your consent before we proceed. If you provide Feedback (as defined below) to us, we may use such Feedback for any purpose, provided we do not associate such Feedback with your Personal Information. We will collect any information contained in such Feedback and will treat the Personal Information in it in accordance with these Terms.

Withdrawing Consent

Subject to certain legal and contractual restrictions and reasonable notice, you may refuse or withdraw your consent to the collection, use or disclosure of Personal Information at any time by contacting Clinnect directly at [email protected]

Disclosure of Personal Information

Clinnect does not sell, rent, share or otherwise disclose your Personal Information and any Patient Information or Medical Information uploaded to the Site or Services (“Uploaded Third Party Information”) to any third parties for any purposes without your consent except if: (a) we are required or permitted to do so by applicable laws; or (b) in the event we go through a business transaction such as a merger, acquisition by another company, or a sale of all or a portion of our assets, your Personal Information and Uploaded Third Party Information may be among the assets transferred and any such acquirer of us or our assets may continue to collect, use and disclose your Personal Information and Uploaded Third Party Information as set forth in these Terms.

Protection of Personal Information, Patient Information and Medical Information

Clinnect has implemented reasonable physical, technical and organizational measures to protect Personal Information and Uploaded Third Party Information obtained from you against unauthorized access, collection, use, disclosure and disposal in compliance with the provisions of these Terms and all applicable privacy laws including the Personal Information Protection and Electronic Documents Act (Canada), Personal Information Protection Act (British Columbia) and Personal Information Protection Act (Alberta). We use end-to-end encryption, with unique encryption keys generated on a per-transfer basis, to protect any Uploaded Third Party Information sent directly between a family physician and a specialist. This means only you and your recipient can access such information.

Retention of Personal Information

We may keep Personal Information obtained from you for so long as is necessary or appropriate to carry out the purpose(s) for which such information was collected. However, once you deactivate and remove your Account, we will delete any Personal Information on such Account immediately or after such period as may be required for retention by applicable laws. We retain all Personal Information collected by, or provided to, us through the Site and Services on secure servers in Canada.

Upon request and subject to limited exceptions under applicable law, we will give you access to the Personal Information we retain about you and you may challenge the accuracy and completeness of that information. If you demonstrate that your personal information is inaccurate or incomplete, we will make reasonable efforts to amend that information as required.

11. Intellectual Property

The Site, Services and Content, including but not limited to any audio, video, icons and images, graphics, images, domain names, business names, site design, product reviews as well as the selection, arrangement and “look and feel” of such Content (collectively, the “Copyrighted Material”) and all trademarks, service marks, trade names and logos, whether registered or not, that appear on the Site and Services (collectively, the “Marks”) are the sole property of Clinnect, our partners and third party licensors and are protected by intellectual property laws and may not be used except in accordance with these Terms or with Clinnect’s express written consent. You are prohibited from modifying, copying, distributing, displaying, reproducing, selling, licensing, creating derivative works or using any of the Services, Content, Copyrighted Material or Marks for commercial purposes or in contravention of these Terms without Clinnect’s express written consent. Clinnect reserves the right to remove any Services or Content at any time and for any reason. You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to Clinnect, whether solicited or unsolicited, as an Account holder or otherwise (“Feedback”), will be owned by Clinnect, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you hereby agree to irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Clinnect and waive all moral rights you may have therein.

12. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLINNECT DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT: (I) YOUR USE OF THE SITE AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR WILL MEET YOUR REQUIREMENTS; (II) THE CONTENT OR SERVICES ARE ACCURATE, RELIABLE, OR COMPLETE; (III) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR CONTENT WILL BE CORRECTED BY US; OR (IV) ANY OF THE SERVICES, CONTENT, SITE OR SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT ARE ENTIRELY AT YOUR OWN RISK.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CLINNECT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES WILL BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY BODILY INJURY, PROPERTY DAMAGE OR ANY LOSSES OR DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES AND DAMAGES RESULTING FROM THE LOSS OF DATA, REPUTATION, REVENUE, PROFIT OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH (I) YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SERVICES, OR ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE OR SERVICES; OR (II) ANY ACTION TAKEN BY YOU IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION, IDEA, OR INSTRUCTION AVAILABLE ON OR THROUGH THE SITE AND/OR SERVICES, EVEN IF CLINNECT IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, PROPERTY DAMAGE OR LOSSES OR DAMAGES.

IF HOWEVER,WE ARE FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE SUFFERED ARISING OUT OF OR IN CONNECTION WITH (I) YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SERVICES, OR ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE OR SERVICES; OR (II) ANY ACTION TAKEN BY YOU IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION, IDEA, OR INSTRUCTION AVAILABLE ON OR THROUGH THE SITE AND/OR SERVICES, THEN OUR LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF CANADIAN FIFTY DOLLARS (CAD$50.00).

14. Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD CLINNECT AND ITS DIRECTORS, OFFICERS, EMPOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, FINES, PENALTIES AND OTHER EXPENSES, INCLUDING LEGAL COSTS, OF WHATEVER NATURE THAT MAY BE BROUGHT AGAINST CLINNECT, ARISING FROM YOUR ACCESS TO AND USE OF THE SITE, SERVICES OR CONTENT, VIOLATION OF ANY TERM OF THESE TERMS, OR ANY CLAIM ASSERTED BY A THIRD PARTY.

15. Termination

Notwithstanding anything contained in these Terms, we reserve the right to terminate your ability to access the Site or the Services or portions thereof, without notice to you, at any time and for any reason, including but not limited to your failure to pay any fees or other incurred charges that apply to the Services when they become due or any breach of these Terms of Use. Upon such termination, you must cease use of your Account(s), cease accessing the Site and Services and promptly destroy any and all Content generated from the Site and Services.

16. Governing Law and Dispute Resolution

These Terms and your legal relationship with Clinnect shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

Except for any claim involving the violation of intellectual property rights, breach of confidentiality or breach of privacy, all disputes arising out of or in connection with these Terms shall be promptly referred to a member of senior management of each of the parties involved, who shall have sixty (60) days to attempt to resolve the dispute in good faith. If that fails, the parties agree to arbitrate any and all disputes, claims or controversies arising out of or relating to this Agreement in any way.

The parties involved will submit the dispute to arbitration by a single arbitrator who is acceptable to both parties and whose expenses will be shared equally by them. If they cannot agree on an arbitrator, an arbitrator will be appointed by the BC International Commercial Arbitration Centre. The International Arbitration Rules or successor legislation will apply to the arbitration. The determination of the arbitrator will be conclusive, final and binding on the parties. The parties expressly waive any right of appeal to any court or judicial authority to the fullest extent permitted by law, other than as may be necessary to enforce or confirm any arbitration award.

You and Clinnect agree to submit to the exclusive jurisdiction of the courts of British Columbia situated in the city of Vancouver with respect to any claim, proceeding or action involving the violation of intellectual property rights, breach of confidentiality or breach of privacy, provided that Clinnect may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

17. Questions and Feedback

If you have any questions, comments, concerns or any Feedback regarding these Terms or the Site, Services or Content, please contact us at: [email protected].

When signing on you will have the option to agree to these statements:

I am a Healthcare Provider or Staff
I have read, understood and agree to the CLINNECT Terms of Use above
I consent to receiving text, email or other form of communications about Clinnect news, software updates and the latest information about products and services from Clinnect