Terms of Service

These Terms of Service (the “Terms”) are a legal agreement between the clinic or other business customer that accepts them (“you”, “your”, or “the clinic”) and ClinicTimeOS Inc. (“ClinicTimeOS”, “we”, “us”, or “our”). They govern access to and use of our marketing website, our cloud practice-management software, and related services (together, the “Services”).

Please read these Terms carefully, together with our Privacy Policy.

Electronic acceptance. You agree to these Terms by creating an account, clicking to accept or agree, checking a box, signing or issuing an order, or accessing or using the Services. That action is a binding electronic acceptance and has the same legal effect as a handwritten signature. If you do not agree, do not accept these Terms and do not use the Services.

1. Who we are and who you are

ClinicTimeOS Inc. is a federal Canadian corporation. Our registered office is 6-2160 Highway 7, Suite 584, Concord, ON L4K 1W6, Canada.

The Services are offered only to businesses — clinics and professional practices — and not to consumers. By accepting these Terms, the individual who accepts them represents and warrants that:

• they are acting for a clinic or other business organization, and not for personal, family, or household purposes
• they have authority to bind that organization to these Terms
• the organization is acquiring the Services solely for business purposes
• they and the organization are not “consumers” for the purposes of consumer-protection legislation

If those warranties cannot be made, the Services must not be accepted or used. In these Terms, “you” and “the clinic” mean that organization.

Individual staff members and other people the clinic invites to use the Services are “users”. Patients and clients who use booking, intake, portal, or messaging features do so as guests of the clinic, not as our customers, and they do not obtain rights under these Terms.

2. Eligibility and where we offer the Services

The Services are offered for use by clinics and practitioners located in Canada, except Quebec. We do not offer, license, or provide the Services to clinics or practitioners who are located in, or who wish to use the Services to operate a practice in, Quebec. You must not open an account or use the Services for a Quebec practice.

You must be able to form a binding contract under applicable law, and you must provide accurate information when you register. We may refuse, suspend, or close an account if we reasonably believe these eligibility rules are not met.

3. The Services

ClinicTimeOS is cloud software that helps rehabilitation and related clinics — including physiotherapy, chiropractic, massage therapy, and similar practices — manage scheduling, online booking, client charts and SOAP notes, intake forms, billing, insurance claims, a client portal, and messaging.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your authorized users to access and use the Services during a paid or trial subscription, solely for the clinic’s internal business operations, and in accordance with these Terms and any documentation we provide.

This is a services agreement. We do not deliver a copy of our software for you to install or own. We reserve all rights not expressly granted.

Changes to features. We may improve, add, modify, suspend, or discontinue any feature of the Services at any time. We will try to give reasonable prior notice where a change is material to a paid plan then in effect. To the maximum extent permitted by law, we have no liability for a modification or discontinuation. If we discontinue the Services as a whole during a prepaid paid term, we will refund unused prepaid fees for the period after discontinuation, unless the discontinuation results from the clinic’s breach.

Some features (including insurance claims submissions, SMS, email delivery, or payment collection) may depend on third parties and may require you to enable or contract for those tools.

4. Accounts, users and account security

The clinic is solely responsible for its account and for all activity that occurs under the clinic’s account or a user’s login, whether or not the clinic authorized that particular act. That responsibility includes:

• designating at least one administrator
• deciding who may be a user and what each user is allowed to do, using the role-based permissions we provide
• ensuring that each user keeps credentials confidential and uses multi-factor authentication, which we require for staff password login
• promptly disabling access when a person leaves the clinic or no longer needs access
• telling us promptly if the clinic suspects unauthorized access, a compromised password, or any other security incident involving the account

Users must be people the clinic has authorized. The clinic must not share a single staff login among people who should have separate access. The clinic must cause its users to comply with these Terms and is responsible for its users’ acts and omissions as if they were the clinic’s own.

We may require information reasonably needed to open or maintain an account and to verify eligibility, including the clinic’s location in Canada outside Quebec.

5. Clinic responsibilities as custodian or trustee

Under applicable provincial or territorial health privacy laws, the clinic — not ClinicTimeOS — is the health information custodian, trustee, or equivalent (in these Terms, the “custodian/trustee”) of personal health information that the clinic collects and holds in the Services. We process that information as the clinic’s agent, electronic service provider, information manager, or equivalent, and only on the clinic’s instructions, as described in our Privacy Policy.

The clinic is solely responsible for:

• complying with PIPEDA (where it applies), applicable provincial or territorial health privacy laws, professional and college standards, and other laws that apply to the clinic’s practice
• determining what information to collect and how long to keep it
• obtaining all required consents, or establishing another lawful basis, before collecting, using, disclosing, or storing personal information or personal health information in the Services, including through online booking, intake forms, the client portal, messaging, and claims
• the accuracy, quality, and legality of information entered into the Services
• clinical decisions, clinical documentation, billing codes, the accuracy of invoices and insurance or other claims, and all regulatory compliance relating to the clinic’s practice
• configuring permissions and reviewing audit logs as appropriate for the clinic’s risk and legal duties
• giving patients and clients the notices their law requires, and handling their access, correction, and complaint requests
• deciding whether, and on what terms, to submit claims to insurers or to send messages to patients or clients

The applicable health privacy law is the law of the province or territory where the clinic operates. Examples include Ontario’s Personal Health Information Protection Act, 2004, Alberta’s Health Information Act, British Columbia’s Personal Information Protection Act, Manitoba’s Personal Health Information Act, Saskatchewan’s Health Information Protection Act, Nova Scotia’s Personal Health Information Act, New Brunswick’s Personal Health Information Privacy and Access Act, Newfoundland and Labrador’s Personal Health Information Act, Prince Edward Island’s Health Information Act, and the health privacy laws of the territories, as applicable. The current wording of the applicable law governs.

6. No clinical, legal, tax or billing advice

The Services are a software tool only. They do not provide medical, clinical, diagnostic, therapeutic, legal, tax, or billing advice, and they do not replace professional judgement. Charts, templates, reminders, calculations, codes, claims outputs, and similar features are aids only.

Practitioners and the clinic remain solely responsible for the care they provide, the records they keep, the codes and amounts they bill, the claims they submit, the consents they obtain, and their compliance with law. We are not a party to the relationship between a clinic and its patients, clients, or payors.

We are not a health information custodian or trustee of the clinic’s patient or client records, except to the limited extent a statute may impose direct duties on an agent, electronic service provider, or information manager.

Nothing in the Services or on our website is a substitute for advice from a qualified professional licensed in the relevant province or territory.

7. Artificial intelligence and automated features

If we offer artificial intelligence, machine-learning, dictation, drafting, suggestion, coding, or other automated features, any output they produce may be incomplete, outdated, or wrong. Those features are optional aids only. A qualified clinician or other responsible person at the clinic must review and verify every output before it is used in care, documentation, billing, or a claim. The clinic must not rely on an automated output as the sole or unchecked basis for a clinical, legal, tax, or billing decision.

To the maximum extent permitted by law, we have no liability for the clinic’s or a user’s use of, or reliance on, automated output.

8. Acceptable use

The clinic and its users must not, and must not allow anyone else to:

• use the Services for any unlawful purpose, or in a way that violates a person’s privacy, publicity, or intellectual property rights
• use the Services for a clinic or practice in Quebec, or misrepresent the clinic’s location
• attempt to gain unauthorized access to the Services, other accounts, or related systems
• probe, scan, or test the vulnerability of the Services except with our prior written consent
• reverse engineer, decompile, or attempt to extract source code from the Services, except to the extent applicable law expressly allows it and you have first asked us for the information the law entitles you to
• copy, rent, resell, or provide the Services to third parties, or use the Services to build a competing product
• interfere with or disrupt the Services, or introduce malware
• bypass or disable security, permission, audit-logging, or authentication features, including multi-factor authentication
• submit information the clinic does not have the right to submit, or use the Services to send spam or messages that breach Canada’s Anti-Spam Legislation
• impersonate any person, or provide false identity or billing information
• use the Services in a way that could reasonably cause us, a clinic, or a patient or client to breach applicable law

We may investigate suspected violations. The clinic must promptly notify us of any unauthorized use or other security incident it becomes aware of, and must reasonably cooperate with us to stop it.

9. Fees, billing and taxes

Fees are as shown on our website or in an order we accept at the time you subscribe, unless we agree otherwise in writing. Unless we say otherwise, fees are stated in Canadian dollars and are billed monthly in advance by credit card.

We offer one plan. The first practitioner is $49.95 CAD per month, and each additional practitioner is $29.95 CAD per month, plus applicable taxes (GST/HST/PST). Admin and front-desk seats are free and unlimited. A minimum of one practitioner is required. A practitioner is any staff member who books their own appointments or writes clinical notes.

You authorize us and our payment processor to charge the payment method on file for fees and applicable taxes when due, including on renewal. You must keep billing information current. If a charge fails, we may retry the payment method and may suspend the Services if the amount remains unpaid after we have notified the clinic. Overdue amounts may bear interest at the rate permitted by law.

Fees are exclusive of taxes. You are responsible for all applicable taxes, including GST, HST, and any provincial sales tax, other than taxes on our income. We will charge applicable taxes as a separate line item based on the clinic’s location and the tax rules that apply. If you are required by law to withhold tax from a payment, you must increase the amount paid so that we receive the same net amount we would have received without the withholding, unless a tax authority requires otherwise.

If you upgrade your plan during a billing month, we will prorate the additional fees for the remainder of that month. A mid-cycle downgrade does not entitle the clinic to a refund or credit for the unused portion of a higher plan, except where the law requires one.

We may change fees or plans by giving at least thirty (30) days’ prior notice. Unless the notice says otherwise, a fee change takes effect at the next renewal. Continued use after the change takes effect constitutes acceptance of the new fees.

10. Trials

We offer a thirty (30) day free trial. A credit card is not required to start a trial. A trial is for evaluating the Services and may not include all features. At the end of the trial, the account is paused unless the clinic chooses a paid plan. We may limit, modify, or withdraw trial offers at any time, and we may refuse a trial if we reasonably believe it is being abused. Trial access is provided on the same “as is” and limited-liability basis as beta and free features described in section 15.

11. Cancellation, refunds and subscription term

A paid subscription continues month to month and renews automatically unless you cancel or these Terms end earlier.

You may cancel at any time from your account settings. Cancellation takes effect at the end of the current paid month, and the clinic’s access continues until then.

Except as required by law that cannot be waived, we do not provide refunds or credits for partial months, unused time, or mid-cycle downgrades. Cancellation does not excuse amounts already owing.

12. Clinic data: ownership and our limited licence

The clinic owns its clinic data, including personal information and personal health information that the clinic or its users enter into, upload to, or collect through the Services, and including records about the clinic’s patients, clients, and operations.

We do not acquire ownership of clinic data. The clinic grants ClinicTimeOS a limited, non-exclusive licence to host, copy, transmit, display, and otherwise process clinic data solely as needed to provide, maintain, secure, and support the Services, to follow the clinic’s instructions (including sending a claim or a message the clinic directs), and to meet our legal obligations.

The clinic represents and warrants that it has all rights, consents, and authority needed to submit clinic data and to grant this licence, and that our processing of clinic data on the clinic’s instructions will not cause us to breach applicable law.

We may create de-identified or aggregated information from use of the Services that does not reasonably identify the clinic or any individual, and we may use that information to operate and improve the Services.

13. Export and deletion when the subscription ends

When a subscription or these Terms end, the clinic’s right to use the Services ends, except for the export access described in this section.

For ninety (90) days after the subscription ends, the clinic’s account owner may request an export of clinic data in CSV and PDF formats. During that window, we will provide reasonable assistance to allow the clinic, as custodian/trustee, to retrieve the records it needs to meet its legal and professional duties.

After that window, or earlier if the clinic asks us to delete the data and we can lawfully do so, we will delete clinic data from production systems within thirty (30) days, and from backups within a further ninety (90) days, except where the law requires us to retain it.

The clinic is responsible for exporting data it needs before the window closes. We are not obliged to retain clinic data after that point except as the law requires.

If we terminate these Terms because we have materially breached them and have not cured that breach as required in section 25, we will not use the export window to cut off reasonable access needed for the clinic to retrieve its data.

14. Availability, maintenance and support

We aim to keep the Services available. We provide email support on business days, from 9 a.m. to 5 p.m. Eastern Time. We do not commit to a particular uptime or response time.

Unless we have agreed a specific commitment in a separate written service-level document, we do not promise that the Services will be uninterrupted, timely, secure, error-free, or accurate, or available at any particular time, and we have no service-level obligation. We may perform scheduled or emergency maintenance. Temporary unavailability may also result from events outside our reasonable control, including internet or telecommunications failures, failures of third-party providers, or force majeure events described in section 31.

Security features described in our Privacy Policy (including multi-factor authentication, permission controls, contact-detail masking, audit logging of chart and profile reads, and encryption in transit) are part of how we operate the Services today. We may strengthen those measures. We do not warrant that they will prevent every unauthorized act, and we do not claim security or privacy certifications we do not hold.

15. Beta, preview, trial and free features

Beta, preview, experimental, trial, or free features of the Services, if we offer any, are provided solely for evaluation, “as is” and “as available”, with no warranty, no service-level commitment, and, to the maximum extent permitted by law, no liability of ClinicTimeOS arising out of those features. We may change or withdraw them at any time without notice. A clinic’s use of them is at its own risk.

16. Third-party services

The Services may interoperate with independent services, including payment processors, insurers and claims networks (for example, TELUS eClaims, if the clinic chooses to use a claims feature), SMS or email delivery providers, and infrastructure or security providers such as Cloudflare.

Those services are offered by third parties, not by us. If the clinic enables or directs a connection, the clinic’s use of that third party is subject to the third party’s terms and privacy practices. We send insurance claims and similar transmissions only at the clinic’s direction.

To the maximum extent permitted by law, ClinicTimeOS is not liable for a third party’s acts, omissions, outages, delays, errors, or security events, or for a claim that is delayed, rejected, reduced, or denied, or for any other action an insurer, payor, or claims network takes. The clinic is solely responsible for the content and accuracy of claims it directs us to send and for following up with the relevant third party.

Our marketing website is hosted on Cloudflare Pages, and any enabled contact or demo form is protected by Cloudflare Turnstile. Payment card details are typically processed by our payment processor, not stored in full by us.

17. Our intellectual property

We and our licensors own all right, title, and interest in the Services, our software, documentation, websites, trademarks, logos, and other intellectual property, including improvements and derivative works. Except for the limited right to use the Services in section 3, these Terms do not grant the clinic any rights in our intellectual property.

The clinic must not remove or alter proprietary notices. “ClinicTimeOS” and our logos are our trademarks. The clinic may not use our marks without our prior written consent, except to accurately identify the Services during an active subscription.

If the clinic uploads its own marks or content (for example, a clinic logo in the portal), the clinic is responsible for having the rights to do so, and grants us a limited licence to display that content as needed to provide the Services.

18. Feedback

If you or your users send us suggestions, ideas, or other feedback about the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate that feedback without obligation to you. Feedback must not include personal health information.

19. Confidentiality

Each party may receive confidential information of the other, including non-public business, technical, or patient-related information. Clinic data is the clinic’s confidential information. Our software, documentation, and non-public product information are our confidential information.

The receiving party must use the same degree of care it uses to protect its own confidential information of like importance, and at least reasonable care; use the disclosing party’s confidential information only to perform under these Terms; and not disclose it to third parties except to personnel and service providers who need it and are bound by confidentiality obligations, or as required by law.

These duties do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already rightfully knew, that it receives from another source not bound by a confidentiality duty, or that it independently develops without use of the confidential information.

If the law requires disclosure, the receiving party will, where legally permitted, give the disclosing party reasonable notice so it may seek protection. Confidentiality obligations for personal health information continue indefinitely. Other confidentiality obligations continue for five years after these Terms end.

20. Privacy

Our Privacy Policy explains how we collect, use, and disclose personal information and personal health information, and how our roles differ from the clinic’s role as custodian/trustee. The Privacy Policy should be read with these Terms. If there is a direct conflict about ownership or processing instructions for clinic data, these Terms prevail. If there is a conflict about our privacy practices for information we collect as the organization responsible under PIPEDA, the Privacy Policy describes those practices, but it does not create contractual liability beyond these Terms.

In the event of a privacy breach involving clinic data, we will notify the clinic at the first reasonable opportunity and without unreasonable delay, and we will cooperate so the clinic can notify affected individuals and the relevant provincial or territorial privacy commissioner or ombudsperson, as described in the Privacy Policy. That notice obligation is not limited or removed by the liability or disclaimer sections of these Terms.

Nothing in these Terms reduces a right or duty that applicable privacy or health-information law creates and does not allow to be limited, including the authority of the relevant privacy commissioner or ombudsperson.

21. Warranties and disclaimers

To the maximum extent permitted by applicable law, the Services, the website, documentation, and all output or results obtained from them are provided “as is” and “as available”, without any warranty or condition of any kind, whether express, implied, statutory, or otherwise.

Without limiting the previous sentence, and to the maximum extent permitted by applicable law, we disclaim all warranties and conditions, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranty arising from a course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or accurate; that defects will be corrected; that the Services will be compatible with the clinic’s systems; or that the Services will meet the clinic’s particular legal, professional, clinical, billing, or accreditation requirements.

We do not warrant that use of the Services will, by itself, make the clinic compliant with any privacy, health, billing, tax, or professional statute or standard. The clinic remains solely responsible for its own compliance.

If applicable law does not allow the exclusion of a particular implied warranty or condition, that exclusion applies only to the extent permitted, and any non-excludable warranty is limited in duration to the minimum period the law requires.

22. Limitation of liability

To the maximum extent permitted by applicable law, ClinicTimeOS and its directors, officers, employees, agents, suppliers, and licensors are not liable, under any theory of liability (including contract, tort (including negligence), strict liability, or statute), for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, loss of revenue, loss of goodwill, loss of data, loss of clinic data, business interruption, or cost of substitute services, even if we were advised of the possibility of those damages, and even if a remedy fails of its essential purpose.

To the maximum extent permitted by applicable law, the total aggregate liability of ClinicTimeOS and its directors, officers, employees, agents, suppliers, and licensors arising out of or relating to the Services, the website, or these Terms, for all claims combined, is limited to the fees the clinic actually paid to ClinicTimeOS for the Services in the twelve (12) months immediately before the claim arose. If the clinic paid no such fees in that period, that aggregate liability is zero to the maximum extent permitted by law.

These limitations apply in the aggregate, not per incident, and apply regardless of the form of action. They apply to the maximum extent permitted by law. They do not limit liability for our fraud or wilful misconduct, or any liability that applicable law does not allow to be limited or excluded. They do not limit the clinic’s obligation to pay fees, and they do not limit the clinic’s indemnification obligations under these Terms.

These limitations do not reduce our contractual duty under section 20 to notify the clinic of a privacy breach involving clinic data, and they do not reduce a privacy or health-information duty that applicable law does not allow us to limit. Any monetary liability that remains in connection with such a matter is still subject to this section to the extent the law allows.

The fees reflect this allocation of risk.

23. Time limit for claims

To the extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after it arose. After that period, the claim is permanently barred. This section does not extend any shorter limitation period that otherwise applies, and it does not limit a claim that applicable law does not allow to be shortened.

24. Indemnity

By the clinic. The clinic will defend, indemnify, and hold harmless ClinicTimeOS and our directors, officers, employees, and agents from and against any claims, demands, investigations, damages, losses, costs, and reasonable legal fees arising out of or relating to: (a) clinic data, including an allegation that it was collected, used, or disclosed unlawfully or that it infringes a third party’s rights; (b) the clinic’s failure to obtain a required consent or to meet its duties as custodian/trustee; (c) the clinic’s or its users’ misuse of the Services, or use of the Services in breach of these Terms; (d) clinical care, documentation, coding, billing, or claims, including delayed, rejected, reduced, or denied claims; (e) the clinic’s or its users’ violation of applicable law; and (f) claims by the clinic’s patients, clients, staff, or other users.

By ClinicTimeOS. If a third party claims that the Services themselves, as provided by us and used in accordance with these Terms, infringe a Canadian patent, copyright, or trademark, we will defend the clinic and pay damages and reasonable legal fees finally awarded against the clinic (or agreed by us in a settlement) to the extent they arise from that claim, subject to the limitations in section 22. We have no obligation to the extent the claim arises from clinic data, from a combination or modification we did not authorize, or from use of the Services other than as permitted in these Terms. If such a claim arises, we may obtain a right for the clinic to keep using the Services, modify the Services so they are non-infringing without material loss of functionality, or terminate the affected Services and refund prepaid fees for the unused portion of the then-current term. This paragraph states the clinic’s sole remedy, and our entire liability, for an intellectual property infringement claim of this kind.

Conditions. The indemnified party must give prompt notice of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), allow the indemnifying party to control the defence and settlement (except that no settlement imposing an admission or unindemnified obligation on the indemnified party may be made without that party’s consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

25. Suspension and termination

The clinic may stop using the Services and cancel its subscription as described in section 11.

We may suspend or restrict access immediately if: a payment is overdue; we reasonably believe the clinic or a user has breached these Terms or is using the Services in a way that presents a security risk or unlawful harm to us, another customer, or an individual; we are required to do so by law; or the clinic no longer meets the eligibility rules in section 2, including use for a Quebec practice. We will give notice of a suspension when it is reasonably practicable to do so, and we will restore access promptly after the issue is resolved, unless we terminate instead. To the maximum extent permitted by law, we are not liable for a suspension carried out under this section.

Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice describing the breach in reasonable detail. We may terminate immediately if the clinic becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

On termination or expiry: the right to use the Services ends; sections that by their nature should survive (including sections 5 to 8, 12, 13, and 17 to 31, and any unpaid fees) will survive; and clinic data will be handled under section 13. Termination does not limit either party’s rights or remedies that accrued before the termination date, subject to sections 22 and 23.

26. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on our website and change the effective date. If a change is material, we will give the clinic at least thirty (30) days’ prior notice by email to the account contact or by a notice in the Services, unless a shorter period is required to meet the law or address a security issue.

If the clinic does not agree to a material change, it may cancel the subscription before the change takes effect and, except as required by law, will not be charged for a subsequent renewal under the new Terms. Continued use after the effective date constitutes acceptance of the updated Terms.

27. Notices

Notices under these Terms must be in writing. We may give notices to the clinic by email to the administrator or billing address on the account, by a message in the Services, or by courier or mail to the clinic address on the account. The clinic may give notices to us at legal@clinictimeos.com or by mail to:

ClinicTimeOS Inc.
6-2160 Highway 7, Suite 584
Concord, ON L4K 1W6
Canada

A notice sent by email or through the Services is deemed given on the next business day after it is sent, unless the sender reasonably knows delivery failed. A notice sent by courier is deemed given on delivery, and a notice sent by registered mail is deemed given on the fifth business day after mailing.

Privacy-related requests may also be sent as described in our Privacy Policy.

28. Dispute resolution

Negotiation. If a dispute arises out of or relates to these Terms or the Services, the parties will first attempt in good faith to resolve it through negotiation for thirty (30) days after one party gives the other written notice of the dispute, with enough detail to allow a meaningful discussion.

Arbitration. If the dispute is not resolved within that period, it will be referred to and finally resolved by confidential, binding arbitration, to the exclusion of the courts, except as set out below. The arbitration will be seated in Toronto, Ontario, conducted in English, and governed by the Arbitration Act, 1991 (Ontario). There will be a single arbitrator. If the parties do not agree on the arbitrator within fifteen (15) days after a party commences arbitration, either party may ask the Ontario Superior Court of Justice in Toronto to appoint one. The arbitrator may award any relief that a court could award, subject to the limitations in these Terms. The arbitral award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own legal costs, and the parties will share the arbitrator’s fees equally, unless the arbitrator orders otherwise.

Court carve-outs. Either party may still apply to a court of competent jurisdiction for interim or injunctive relief, or to protect its intellectual property or confidential information, without first completing negotiation or arbitration. If the arbitration agreement in this section is found unenforceable as to a particular dispute, that dispute will be heard exclusively in the courts described in section 29.

No class or representative proceedings. To the extent permitted by applicable law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or member in any class, collective, or representative proceeding. The arbitrator may not consolidate claims of more than one customer or otherwise preside over any form of representative proceeding, unless both parties agree in writing. If this waiver is found unenforceable as to a particular proceeding, then only that proceeding may be brought in court, and this waiver remains enforceable to the greatest extent permitted.

29. Governing law

These Terms, and any dispute or claim arising out of or relating to them or to the Services, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules that would apply another jurisdiction’s laws.

Subject to section 28, the courts of Ontario, sitting in Toronto, have exclusive jurisdiction over any matter that is not finally resolved by arbitration, and each party attorns to that venue.

Mandatory rules of applicable privacy or health-information law that cannot be waived continue to apply, including the authority of the relevant privacy commissioner or ombudsperson. Because the Services are offered only to businesses and not to consumers, consumer-protection statutes that apply solely to consumer transactions do not apply, except to the extent a mandatory rule cannot legally be excluded.

30. Export and sanctions

The clinic must not use or provide access to the Services in violation of Canadian economic sanctions or export laws, or any other export or sanctions law that applies. The clinic must not permit use of the Services by a person it knows is prohibited from receiving them under those laws.

31. General

Entire agreement. These Terms, the Privacy Policy (as a description of our privacy practices, subject to section 20), and any order or plan details we accept, are the entire agreement between the clinic and ClinicTimeOS about the Services and replace prior discussions on that subject. Additional or conflicting terms in a clinic purchase order are rejected unless we have expressly accepted them in writing.

Order of documents. If there is a conflict, an accepted order applies only to pricing, plan, and term details; then these Terms; then the Privacy Policy, except as section 20 provides.

Assignment. The clinic may not assign these Terms without our prior written consent, not to be unreasonably withheld. We may assign these Terms to an affiliate or to a successor in connection with a merger, reorganization, financing, or sale of assets, or as part of a corporate reorganization. We may use subcontractors, and we remain responsible for their performance of our obligations under these Terms.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary relationship, or employment relationship, and they do not make us a co-practitioner or a member of the clinic’s practice.

No third-party beneficiaries. These Terms are for the benefit of the parties and their permitted successors and assigns only. They do not confer rights on patients, clients, users, or any other third party, except that indemnified individuals may rely on section 24.

Force majeure. A party is not liable for a delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, utilities, internet or telecommunications failures, failures of third-party hosting or communications providers, epidemic, or government action, provided it takes reasonable steps to mitigate the effects.

Waiver. A failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party, and applies only to the instance described.

Severability. If a court or arbitrator finds a provision unenforceable, that provision will be modified to the minimum extent needed to make it enforceable, and the rest of these Terms will remain in effect.

Interpretation. Headings are for convenience only. “Including” means “including without limitation.” Words in the singular include the plural and vice versa.

English language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes conditions et tous les documents qui s’y rattachent soient rédigés en anglais. If we provide a translation, the English version governs to the extent permitted by law.

Survival. Provisions that by their nature should survive termination will survive, including those listed in section 25.

If you have questions about these Terms, contact us at legal@clinictimeos.com or at the registered office address above.