Terms of Use

SOAPBOT LTD
USER AGREEMENT/ TERMS OF USE

Effective: December 1, 2019

SOAPbot Ltd. (the “Company”). wishes to thank you for using its electronic medical record services (the “Services”) and web site (collectively the "Platform").

The Company does not provide medical or other healthcare services/advice or recommend any specific physicians or healthcare services. The Company does not accept liability or responsibility for any medical or healthcare services provided or not provided. The responsibility for all such care shall be that of the healthcare professional using the Platform.

User Agreement

Your use of the Platform is subject to the following terms and conditions (the “Terms of Use” or “User Agreement”) – please review them carefully before using any of the Services. Your use of the Platform indicates your agreement to these Terms of Use.

The Company reserves the right at any time to change this User, in its sole discretion, without notice or liability. It is your responsibility to periodically review the Terms of Use.

License and Ownership of IP

The Company grants you a non-transferable, non-exclusive, worldwide right and license to access and make use of the Platform to access the Services for your internal business purposes in accordance with this User Agreement.

The Platform and its original content, features, and functionality are owned by the Company and/or its licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any rights not expressly granted herein shall be reserved for the Company. You are not authorized to use (and shall not permit any third party to use) the Platform or any portion thereof except as expressly authorized by this User Agreement.

Links to Third Party Sites

Our Platform provides you with convenient links to other web sites. The Company does not endorse any information, products or services contained on or offered through the linked web sites. Likewise, the Company does not endorse any persons or entities that are associated with other web sites linked via the Platform. These third party sites and content are not maintained, operated or controlled by the Company, and the Company does not provide any guarantees regarding these sites. You assume sole liability for the use or access of such third party sites and content.

Representations and Warranties

By using or accessing the Platform directly or indirectly through any other means, you represent and warrant that you:

• are over the age of majority in your jurisdiction, and have the legal right and ability to enter into this User Agreement and to use or access the Platform in accordance with this User Agreement;
• are not breaching any other agreement or obligation or any provision of any law or regulation, or infringing on the intellectual property rights of any third party by entering into this User Agreement and using and accessing the Platform;
• have obtained all necessary approvals, consents and authorizations from any third party to submit information, including personal information and to delete or modify information; and
• have submitted or will submit information, content or material which is true and accurate.

Prohibited Uses

You may not access the Platform for any purpose that is unlawful or that is prohibited by this User Agreement.

Without limiting the generality of the foregoing, you agree that, in using or accessing the Platform, you shall not commit or participate in any of the following acts or actions, each of which is expressly prohibited under this User Agreement:

• directly or indirectly, use or access, or encourage, solicit, permit, facilitate, aid, assist or abet, including, but not limited to, the selling, licensing, distribution or provision to any person of any means that permit, the use or access, or agree to provide the use or access, of the Platform through any manual process or any automatic, electronic or technical device, including but not limited to automated scripts, robots, crawls, screen scrapers, web "bots", deep-links, indexes, spiders, click-spams, macro programs, or any other device, program, software, system, algorithm, methodology or technology, now known or hereinafter discovered, that performs the same or a similar function, in order to, without limitation: "data mine"; "screen scrape"; data process; access, extract, copy, distribute, aggregate or acquire information; generate impressions or clicks; input or store information; search or generate searches; or manipulate or monitor any portion or content of the Platform;
• transmit material that contains viruses;
• use the Company name, logo, service name or design mark, which constitute the trademark or service marks of the Company, for any advertising, publicity or in any other commercial or other manner, without the prior written consent of the Company;
• unless expressly provided for within these terms, create derivative works from or otherwise copy, license, display, publish, perform, recreate, reproduce, sell, transfer, transmit or otherwise distribute, modify, edit, add to, mirror, frame, re-render, truncate, inject, filer or change of the order of any information, products, services, and software contained or offered on, or obtainable by, through or from the Platform. Without limiting the generality of the foregoing, you shall not cause to appear any pop-up, pop-under, exit windows, expanding buttons, banners, advertisement, or anything else that minimizes, covers, or otherwise inhibits the full display of the Platform;
• use or access the Platform in such manner, or otherwise take any action, that taxes our infrastructure to an unreasonable and disproportionate extent, or reduces the speed of the Platform, that otherwise interferes with the normal functioning of the Platform or otherwise abuses or overuses the Platform;
• circumvent, or attempt to circumvent, any measures or precautions taken by the Company to prevent the use or access of the Platform, or any other action, in violation of this User Agreement;
• post inappropriate, profane, obscene or defamatory information, impersonate any person entity or provide false information;
• access the Platform for purposes of competing in any manner with the Company or Platform; or
• engage in any other conduct or activity that either conflicts with this User Agreement or that the Company deems, in its sole, absolute and unfettered discretion, to be in conflict with this User Agreement.

Account and Password

If you use the Platform, you are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password.

Your Privacy

The Company is committed to privacy. When using the Platform you can be confident in knowing that any information shared with us will be subject to a high standard of confidentiality. For more information regarding the collection, use and disclosure of personal information by the Company, please see our Privacy Policy. The Privacy Policy should be reviewed prior to accessing and using the Platform. You can review the most current version of the Privacy Policy at any time at soapbot.ca.

Liability Disclaimer

ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, MATERIAL OR OTHER CONTENT FOUND OR OFFERED ON OR PROVIDED OR ACCESSIBLE THROUGH OR OBTAINED OR OBTAINABLE FROM THE PLATFORM (COLLECTIVELY THE "PLATFORM CONTENT") MAY CONTAIN ERRORS, MAY HAVE BECOME OUT OF DATE, AND MAY BE MODIFIED FROM TIME TO TIME BY THE COMPANY AND/OR ITS CONTRACTORS. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FEE OR THAT ANY SERVER USED IN CONNECTION WITH THE PLATFORM IS OR WILL BE FREE OF ANY VIRUS, TROJAN HORSE, WORM, BACKDOOR OR OTHER PROGRAM CODE OR PROGRAMMING INSTRUCTION OR SET OF INSTRUCTIONS DESIGNED TO DISRUPT, DISABLE, HARM INTERFERE WITH OR OTHERWISE ADVERSELY AFFECT COMPUTER PROGRAMS, DATA FILES OR OPERATION. YOU ACCESS AND USE THE PLATFORM AT YOUR OWN RISK.

THE PLATFORM AND THE PLATFORM CONTENT ARE PROVIDED "AS IS," "AS AND WHEN AVAILABLE," WITHOUT WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES RESPECTING TITLE, QUALITY, PERFORMANCE ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA, ALL OF WHICH THE COMPANY HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, ECONOMIC, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE PLATFORM OR WITH THE DELAY OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY ANY FAILURE TO PERFORM, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS AND OTHER DAMAGE TO COMPUTERS, COMPUTER NETWORKS OR OTHER PROPERTY, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD OR DATA OR INFORMATION OR PROGRAMS, WHETHER SUCH DAMAGES OR INJURIES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY AND ITS CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE LIMITATION OF LIABILITY SET OUT HEREIN IS HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT YOUR SOLE REMEDY IS TO STOP USING THE PLATFORM.

THE AGGREGATE LIABILITY OF THE COMPANY IN CONNECTION YOUR USE OF THE PLATFORM SHALL BE LIMITED TO DIRECT DAMAGES ARISING OUT OF THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE COMPANY ONLY AND SHALL IN NO EVENT EXCEED $100.00 CAD.

Right to modify or discontinue the Platform

The Company reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, upon notice to you. The Company will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.

General Terms

As a condition of your use of the Platform you agree to defend, indemnify and hold harmless the Company from and against any and all claims, demands, suits, actions, proceedings, liabilities, damages, judgments, penalties, taxes, fines, costs and expenses (including our legal costs) arising out of, or resulting from or otherwise connected to your use of the Platform or a breach of this User Agreement.

This User Agreement shall be deemed to have been made in the Province of Manitoba, Canada, and shall be governed in all respects by the laws of the Province of Manitoba, Canada, and the federal laws applicable therein, without regard to its conflicts of law principles. You submit to the exclusive jurisdiction of the courts situated in the judicial District of Winnipeg, Province of Manitoba for the all disputes or disagreements arising pursuant to, or transactions and relationships contemplated by, this User Agreement, and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis and undertake to file no action or bring no complaint in any other court. You agree that the Company may commence an action in any court of competent jurisdiction in order to enforce this User Agreement and to seek damages and/or equitable relief against you for any breaches by you of this User Agreement. You agree and understand that you will not bring against the Company, or any of its affiliates or related entities, and the directors, officers, agents, and/or employees any class action lawsuit related to your access to, dealings with, or use of the Platform.

A printed version of this User Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this User Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The Company has the right, in its sole discretion, to terminate the access of any user who breaks the terms of this User Agreement.

Termination of your access to the Platform includes deletion of your account, password and all related registration information and files associated with or inside your account and the Company will not maintain such information except as required by applicable laws.

A delay, omission or failure by the Company to exercise any right or power under this User Agreement shall not be construed to be a waiver the Company of such or any other right or power, which the Company may assert at any time or against any person.

In the event that any provision of this User Agreement conflicts with the law under which this User Agreement is to be construed or if any such provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible its original intention, and such restated provision shall remain in full force and effect.