TERMS OF SERVICE AGREEMENT
This Agreement describes the terms and conditions applicable to the use of the ChartAI App, software, content and online services made available through the General Technologies website, ChartAI website, and through the ChartAI App (collectively, the “Service”) by authorized users.
This is a binding agreement between General Technologies Inc. (“us”, “we”) and You (“you”, “your”) for the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. This agreement (“Agreement”) is incorporated and made part of the Subscription Form (“Subscription”, the “Purchase”) between you and/or your company (collectively the “Customer” or “You”, as defined in the Purchase), and us, pursuant to which you purchased access to the Service.
We may change this Agreement at any time without prior written notice to you. If you use the Service after such change you hereby agree to such change. It is your responsibility to read the Agreement carefully each time you access the Service. We will provide notice that a change has been made to the Agreement.
To the extent of any direct conflicts, this Agreement shall take precedence over the Subscription Form.
PRIVACY AND COOKIES POLICY
You agree that our Privacy Policy which includes our Cookies Policy are made part of the terms of the Purchase for the Services and acknowledge having reviewed them prior to using the Services.
SAAS SERVICES AND SUPPORT
Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you the Services and reasonable technical support services related to the Services. As part of the registration process, you will identify an administrative user name and password for your Company account. We reserve the right to refuse registration of, or cancel passwords we deem inappropriate. You are responsible for keeping your account’s log-in details confidential.
RESTRICTIONS AND RESPONSIBILITIES
You will only access the Services in compliance with the terms of this Agreement. For example, you will only use the Services at the number of locations and mobile devices being paid for, and by the number of your Staff being paid for, and in accordance with our Fair Use Policy.
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
You will not use the Services in a manner that disrupts the functioning of or access to the Services, for you and/or for other customers of the Company. You will use the Services only in compliance with our Polices then in effect and all applicable laws and regulations.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, mobile devices, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).
You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent. You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your improper use of Services. Your account may be accessed only by use of a unique login name and password. Login names and passwords may not be shared and are confidential to you. We may, at any time, access all password-protected information. You are solely responsible and liable for any use, misuse or activity on your account or under your login name, and you must immediately notify us of any unauthorized use (or suspected unauthorized use) of your login name or password. All login names and passwords remain the property of us, and may be canceled or suspended at any time by us without any notice or liability to you or any other person. You must respond promptly to all e-mail and other correspondence from us, including without limitation, e-mail and correspondence concerning complaints or concerns regarding your use of your login name or password or your use of the Service. Although We have no obligation to monitor your use of the Services, and doing so remains solely your responsibility, we may do so and may prohibit any use of the Services we believe may be (or allege to be) in violation of the foregoing.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information”). Our Proprietary Information includes non-public information regarding features, functionality, and performance of the Service. Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can demonstrate (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession of or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed without use or reliance of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
You shall own all right, title, and interest in and to the Customer Data and grant us (and our service providers acting on our behalf) a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual, irrevocable license under applicable copyrights and other intellectual property rights, if any, in all Customer Data to provide the Software and to create Derivative Data. Notwithstanding the foregoing, we shall own all right, title, and interest in and to any data, byproducts, or results that are based on or derived from the Customer Data and generated by us or through the use of the Services (“Derived Data”).
We shall have the right to use, modify, and distribute the Derived Data for our business purposes, provided that such use complies with the our Privacy Policy and does not violate any applicable data protection laws and regulations. We hereby grant you a limited, non-exclusive, non-transferable license to use the Derived Data solely for the purpose of treating patients within your own organization and as part of the Software. We shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto including any development or customisation done at your request, (b) any software, applications, inventions or other technology developed in connection with the implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, you shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
You will pay us the then applicable fees for the Services in accordance with the terms therein. We may issue you an invoice for the fees. Payment for any invoices must be received by us ten (10) days after receipt by you, which shall be deemed to have occurred when an invoice is emailed to your designated email address. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service.
We reserve the right to change the fees or applicable charges and to institute new charges and fees, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that we have billed you incorrectly, you must contact us no later than 45 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to [email protected]
TERM AND TERMINATION
We may suspend your access or use of the Service and terminate this Agreement for your failure to make payment as required under this Agreement, for any violation of this Agreement, submission of false information, or for offensive or defamatory language submitted to the Service. You may terminate use of the Service at any time by providing us with 30 days written notice. You will pay for the Subscription Fees for 30 days after we receive notice of termination (including Subscription Fees for any month that is a partial month of Service access).
Upon any termination, we may, but are not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
FAIR USE POLICY
Storage. The services provided under this Agreement allow you to store customer data. To make sure that there is enough storage for all customers, we have expectations for the amount of customer data for each customer, based on Service Capacity. We have made sure that all customers will have plenty of storage space when the services are used normally. If we detect that you save excessive customer data, then we will contact you to find a solution.
Network Traffic and Bandwidth. To prevent a negative effect of excessive network traffic on your user experience or that of others, we may monitor your network traffic and bandwidth use and compare it to the average use for our customers based on Service Capacity. If we detect a situation that could lead to a decrease in service for customers, we will contact you to discuss the situation.
Urgent and Extreme Cases. In an urgent or extreme case, for example where services (for you or other customers) are likely to be significantly impacted, or where we believe your system or our system is under attack (a DDOS – denial of service attack, for instance) or where we believe your system or ours has been compromised (for example a hacker or potential a security breach) we may stop the services, or temporarily block your access to them. We will use reasonable efforts to provide notice prior to doing so. In some cases, even without an attack or breach, if your use of the services continues to impact other customers, is expected to do so, or is generating costs that are not normal when compared to other customers, we may isolate your services and pass the costs on to you. We will use reasonable efforts to provide you notice prior to doing so.
You shall implement current industry standard physical, administrative, and technical measures to (a) restrict access and use of the services under this Agreement, (b) maintain the security and integrity of the services accessible on or through your network, and (c) ensure that all users are notified of and comply with the usage restrictions set forth in this Agreement. Each of your users shall utilize the services only for the purposes of catering to your patients/customers and for no other commercial or research purpose. In the event the usage of the services for any given individual login of yours exceeds 50 patients per week, the Company may charge additional fees under the terms of the Agreement.
WARRANTY AND DISCLAIMER
We shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other force majeure events beyond our reasonable control, but we shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
OUR (AND OUR LICENSORS AND SUPPLIERS) TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), THE SERVICE AND THIS AGREEMENT, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO US BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT YOU MAY HAVE AGAINST US WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
NO CLASS ACTION OR JURY TRIAL
You agree that, with respect to any dispute with us (and our licensors and suppliers) arising out of or relating to your use of the Service or this Agreement:
- YOU HEREBY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU HEREBY GIVE UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
RELEASE AND INDEMNITY. ANY DISPUTE IS YOUR OWN
By using this Service, you agree to accept such risks and acknowledge that we are not responsible for the acts or omissions of our users. You hereby release us (and our parent and subsidiaries and joint ventures and all such persons, officers, directors, agents and employees) from all claims, demands, and damages (actual and consequential) of every kind, nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such dispute now or in the future.
You will defend, indemnify and hold harmless us from any claims, actions, amounts, fees, damages or costs attributable to any of the following: (a) your use or access to the Service (including claims by any user or patient of any user); or (b) allegations that your User Generated Content infringes, violates or misappropriates any intellectual property or any other right of a third party or otherwise causes harm to a third party.
NO AGENCY OR PARTNERSHIP
The parties to this Agreement are independent contractors. WE ARE NOT AN AGENT, PROMOTER, RESELLER, AFFILIATE, PARTNER OR JOINT VENTURER WITH YOU OR ANY OTHER CUSTOMER.
ASSIGNMENT
We may assign any or all of its rights hereunder to any party without your consent. You will not assign this Agreement or any of your rights or obligations without our prior written consent, and any such attempted assignment will be void and unenforceable. This Agreement will be binding upon the parties’ respective successors in interest and permitted assigns.
ENTIRE AGREEMENT
This Agreement, together with the Privacy Policy of the Service, constitutes the entire agreement between us and you regarding the subject matter of this Agreement, and supersedes and replaces all prior or contemporaneous communications whether electronic, oral or written between the Service and you with respect to such subject matter.
GOVERNING LAW
The laws of the province of British Columbia and the laws of Canada will govern this Agreement and the use of the Service. The parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the Province of British Columbia for any claim, action or proceeding arising out of or related to this Agreement, except that we may bring any action, claim or proceeding for injunctive relief in any jurisdiction.
MISCELLANEOUS
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement. If we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which we have the benefit of under any applicable law), this is not a formal waiver of our rights, and those rights or remedies will still be available to us. All covenants, agreements, indemnities, representations and warranties made by you in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement. All limits of liability, governing laws, disclaimers of warranties, indemnities, submissions, warranties made by you and General clauses survive the expiration or termination of this Agreement.
