Thoughtslinger Terms of Use

These Terms and Conditions of Use (the "Terms of Use") apply to the Thoughtslinger web site at www.thoughtslinger.com (the "Site"). The Site is the property of Thoughtslinger Inc. ("Thoughtslinger") and its licensors . BY USING THE SITE, YOU ARE AGREEING TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

The Site forms a part of Thoughtslinger’s software, services, web sites and servers (collectively and individually, "Services").

Thoughtslinger reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Thoughtslinger grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Content

By submitting any comments, feedback, suggestions or foreign language translations to Thoughtslinger ("Feedback"), you warrant and represent that you own or otherwise control the rights necessary to do so. You acknowledge and agree that: (a) Thoughtslinger may use such Feedback in any manner and without limitation; (b) you are not entitled to any compensation or reimbursement of any kind from Thoughtslinger under any circumstances; and (c) any such Feedback will become the property of Thoughtslinger.

Except as expressly provided above with respect to Feedback, Thoughtslinger does not claim any ownership rights in any data, text, information, messages, images, video, datasets or other materials, including patient health information or records, that you upload, post, email, transmit or otherwise make available through the use of the Services (collectively, "User Content"). However, you grant Thoughtslinger a world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt and display such User Content on the Services solely for the purposes of providing and promoting the Services. This licence exists only for as long as you elect to continue to include such User Content on the Services and will terminate at the time you remove or Thoughtslinger removes such User Content from the Services.

All text, documents, images, photographs, graphics, audio, videos, webcasts, computer code and User Content (collectively, "Content") contained on the Site are protected by copyright, trademark, trade dress, patent, trade secret, and various other intellectual and proprietary rights and unfair competition laws.

Except as expressly provided above with respect to User Content, all rights, title and interest in the Content, for all jurisdictions, are and will continue to be the exclusive property of Thoughtslinger and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to you or any third party.

No part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without Thoughtslinger’s express prior written consent.

Your Use of the Site

You may not access or attempt to access the Site or any Content by any means other than the interface provided by Thoughtslinger or circumvent any access or use restrictions put into place to prevent certain uses of the Site.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Thoughtslinger server, or to any of the services offered on or through the Site, by hacking, password mining or any other illegitimate means.

You may not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Thoughtslinger, including any Thoughtslinger account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Thoughtslinger’s systems or networks, or any systems or networks connected to the Site or to Thoughtslinger.

You may not forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send to Thoughtslinger on or through the Site or any service offered on or through the Site.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Thoughtslinger or others.

Accounts, Password and Security

You agree to provide true, complete, accurate and up-to-date account information to Thoughtslinger. You agree that you are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Thoughtslinger immediately of any unauthorized use of your account or password, or any other breach of security.

Privacy Policy

For information about Thoughtslinger’s data protection and collection practices, please read the Thoughtslinger Privacy Policy at www.thoughtslinger.com/privacy/, which is incorporated herein by reference. You agree to Thoughtslinger’s use of your data in accordance with the Privacy Policy.

Your Conduct

You agree that you are entirely responsible for your User Content. You warrant that, prior to uploading, posting, emailing, transmitting or otherwise making available a patient’s health information or records to any Thoughtslinger web site or server, you will obtain from the patient and/or responsible party, and you represent to Thoughtslinger that you have obtained from the patient and/or responsible party, any and all consents required by law or contract.

You understand that Thoughtslinger does not control and cannot be responsible for any User Content posted through the use of the Site or Services and you understand that you may be exposed to User Content that is offensive or objectionable. You agree to use the Services at your own risk.

You agree, in your use of the Site and Services, not to violate any laws in your jurisdiction, including but not limited to privacy laws, copyright laws and local laws, regarding online conduct and acceptable content.

You agree that you will not use the Site or Services to create, upload, post or transmit: (a) any User Content that is unlawful, abusive, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable; (b) any User Content that infringes the intellectual property rights of any party; (c) any User Content that contains any viruses or worms or any code of a malicious or destructive nature; or (d) any spam or junk mail to any Members.

Thoughtslinger may, but has no obligation to, remove User Content and accounts containing User Content that violate the Terms.

You consent to Thoughtslinger disclosing your account information and User Content if required by law or in the good faith belief that such disclosure is reasonably necessary to respond to claims that any User Content violates the rights of any party.

Links to Other Web Sites

The Site may include links to other independent third-party web sites, over which Thoughtslinger has no control. You acknowledge and agree that Thoughtslinger is not responsible for and does not endorse the content of such external web sites, including any information, materials or products contained on or accessed through such external web sites.

Fees

Fees for the use of the Site and Services are assessed on an annual basis and must be paid in full in advance of the initial activation of your account or your annual renewal date.

It is your responsibility to verify the status of your account with Thoughtslinger and to pay renewal fees on or before the annual renewal date. If you fail to pay any fee when due, Thoughtslinger may immediately and without notice terminate your access to or use of the Services. Reactivation of overdue or terminated accounts is subject to a reactivation fee.

Thoughtslinger reserves the right to change its fees or billing methods at any time without prior notice.

Termination

You may terminate your use of the Site and Services at any time and for any reason, without prior notice.

You agree that Thoughtslinger may also terminate your access to the Site and discontinue providing Services to you at any time and for any reason, without prior notice. You agree that upon termination, Thoughtslinger may immediately deactivate your account and remove and discard all User Content associated with your account.

You agree that Thoughtslinger and its suppliers are not liable to you or any third-party for termination of your access to the Site or Services.

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND THOUGHTSLINGER AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THOUGHTSLINGER AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, BE RELIABLE, ACCURATE, ERROR-FREE, FREE FROM VIRUSES, AVAILABLE, UNINTERRUPTED, SECURE, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THOUGHTSLINGER OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, LOSS OF PRIVACY, BUSINESS INTERRUPTION, PERSONAL INJURY, NEGLIGENCE, FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) HOWEVER CAUSED, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE SITE AND SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF THOUGHTSLINGER OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding any damages that you might incur for any reason (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Thoughtslinger and any of its suppliers and your sole and exclusive remedy for claims under these Terms of Use shall be limited to the amount of fifty dollars ($50.00) in Canadian funds. The foregoing limitations, exclusions and disclaimers shall apply even if the above stated remedy fails of its essential purpose.

Indemnification

You agree to indemnify, defend and hold harmless Thoughtslinger, its parent corporation, officers, directors, shareholders, predecessors, successors, employees, agents, affiliates and suppliers, from and against any loss, claim or damage (including, without limitation, legal fees) made by you or by any third party arising out of or relating to your use of the Site or Services.

Use of the Thoughtslinger Planner software and related services is subject to the following additional terms: Thoughtslinger Indemnity and Confidentiality Agreement and Thoughtslinger Software License Agreement.

General Provisions

Except as expressly stated herein, this Agreement constitutes the entire agreement between you and Thoughtslinger with respect to the Site and supersedes all prior or contemporaneous understandings or agreements between you and Thoughtslinger with respect to the Site.

These Terms of Use and the relationship between you and Thoughtslinger shall be governed by the laws of the Province of Ontario, Canada. You and Thoughtslinger hereby irrevocably consent to the personal and exclusive jurisdiction and venue of the courts of Toronto, Ontario, Canada to resolve any dispute or claim arising out of these Terms of Use or your use of the Site or Services.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use to be illegal or unenforceable, the remainder of these Terms of Use shall continue in full force and effect.

You agree that if Thoughtslinger does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Thoughtslinger has the benefit of under any applicable law), this will not be taken to be a formal waiver of Thoughtslinger’s rights and that those rights or remedies will still be available to Thoughtslinger.

The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

Last Updated November 20, 2012