Effective Date: October 18, 2021.
Last Modified: November 17, 2022.

Please read the following carefully. IMPORTANT! These Terms of Service (“Terms”) govern the use and access of this website (the “Site”), our mobile application (the “App”) and our services (collectively, the “Services”) which are owned, operated and provided by Scribenote (“Scribenote”, “we”, “our”, “us”).

As a user of our Services (“you,” “your,” or “Client”), please read these Terms carefully before using our Site, App and Services. Any person who wishes to use our Site, App and Services must accept these Terms without change.

By using our Site, App, and Services, you are indicating your acknowledgment and acceptance of these Terms and all related policies and guidelines of this Site, including our privacy policy, as described in these Terms are incorporated by reference. By your use of this Website, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Scribenote (either on your own behalf, or as a duly authorized officer of the corporation that you represent that can bind such corporation to these Terms of Service) and meet all of the foregoing eligibility requirements.

You further represent and warrant that you will only use this Services for business purposes and not for any household, personal, or private purposes. If you do not meet all of these requirements, you must not access or use the Website or App, and Scribenote will not be liable to any person for any use of the Services contrary to these Terms of Service.

1. Modifications to Terms

We may change these Terms or any other policies or guidelines governing our Site, App and Services at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on our Site. Your use of our Site, App and Services will be subject to the most current version of the Terms posted on our Site at the time of such use. Your continued use of our Site, App and Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of our Site, App and Services.

2. Privacy Policy

Please click here to read and review our Privacy Policy, which describes our privacy policies and practices in detail, as we may amend such policy from time to time. We advise you to check our Privacy Policy on a frequent basis for changes. You hereby consent to our use of your personal information in accordance with the terms and for the limited purposes described in our Privacy Policy. By agreeing to these Terms, you acknowledge and agree that certain information about you is subject to our Privacy Policy.

3. About our Services

4. Intended Users

Our Services are meant to be used in the operation and document management of veterinary clinics and not for private use.

5. Intellectual Property

In these Terms, “Client Data” means, other than Aggregated Statistics, all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the Client through the Site, App or Services.
In these Terms, “Aggregated Statistics” means data and information related to your use of the Site, App and Services collected and compiled by Scribenote to be used in an aggregated and anonymized, de-identified, or otherwise obfuscated manner.

Scribenote acknowledges that, as between Scribenote and you, you own all right, title, and interest, including all intellectual property rights, in and to the Client Data. You hereby grant to Scribenote a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Scribenote to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display the Client Data incorporated within the Aggregated Statistics.

You acknowledge that Scribenote may compile Aggregated Statistics based on Client Data input into the Site, App and Services and use the Aggregated Statistics in an aggregated and anonymized, de-identified, or otherwise obfuscated manner, including to compile statistical and performance information related to the provision, operation and improvement of the Services and to train machine-learning models to assist in delivery of the Services. As between Scribenote and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Scribenote. You agree that Scribenote may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you.

6. Your Registration Obligations

You will be required to register and/or set up an account to use certain portions of our Services or App. In order to do so, you may be provided, or required to choose, a password, username, and/or other registration information, including, but not limited to, your personal information (“Registration Information”). You agree and represent that all Registration Information provided by you is accurate and up-to-date. If any of your Registration Information changes, you must update it by using the appropriate update mechanism on our Site or App, if available. If we believe that the Registration Information that you provided is not correct, current, or complete, we reserve the right to refuse you access to our Site, Services or App. However, we have no obligation to verify the accuracy, currency completeness or usefulness of any Registration Information that you have provided to us.

7. Fees and Payment Terms

8. Username/Password

9. License Grant and Restrictions on Use

10. Additional Terms for Mobile Users

11. Proprietary Content

The entire contents of our Apps and Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the Apps and Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. Except as expressly provided in these Terms, nothing contained in this Site and provided by our Services or the Apps should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property.

12. Hyperlinks

Our Services and App contain hyperlinks to other sites that are not maintained by, or related to, Scribenote. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Scribenote of, any affiliation with or endorsement by the owner of the linked site. We have no control over such third party sites. We are not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to our Services or App. Use of such third party sites, including any information, material and services in these sites, is solely at your own risk. You also understand and agree that our Privacy Policy is applicable only while you are using our Services and App. Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.

13. Use of our Site, Apps and Services

14. Disclaimer of Warranties/Limitation of Liability

15. Indemnity

You agree at all times to defend, indemnify and hold harmless Scribenote, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Services or Apps, or from your violation of these Terms, including your failure to appropriately obtain Consent from a third party. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Site, Services and Apps, including but not limited to trademark infringement or other intellectual property claims from third parties.

16. System Security

You are prohibited from using any services or facilities provided in connection with our Site, Services or Apps to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.

17. Dispute Resolution

Any dispute, controversy or claim arising out of or relating to these Terms, including any disputes relating to the Site, Services or Apps, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted by one arbitrator and the seat of Arbitration will be Toronto, Ontario. The language of the arbitration will be English. The decision of the arbitrator shall be binding upon the parties hereto.

18. Governing Law; Jurisdiction

These Terms and any action related thereto or related to our Site, Services or Apps shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. Subject to Section 18, you agree that any action at law or in equity arising out of or relating to these Terms or your use of our Site, Services or Apps will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Site, Services and Apps is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Services or Apps in any such circumstances.

19. Termination and Return of Data

You acknowledge and agree that these Terms shall remain in effect for so long as you use our Site, Services or App. You agree that these Terms can only be terminated by you once you have stopped using our Site, Services or App. We reserve the right to suspend or terminate your use of our Site, Services or App and remove and discard any information or Registration Information related to you and your use of our Site, Services or App at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your account, you may choose to cease use of the Site or to send us a notification. If you are dissatisfied with our Site, Services or App, including these Terms, your sole remedy is to discontinue using our Site, Services or App by ceasing to use the Site and App, which includes ceasing to use the Services.

Upon written request by Client, we will make Transcripts or SOAP Notes available to Client through the Service on a limited basis solely for purpose of Client retrieving Transcripts and SOAP Notes for a period of up to thirty (30) days after such request is received by Scribenote. After such period, Scribenote will have no obligation to maintain or provide any Transcripts or SOAP Notes or any other Customer Data and will thereafter, unless legally prohibited, delete all such information; provided however, Scribenote or its subcontractors will not be required to remove copies of Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Scribenote will continue to protect the Customer Data in accordance with these Terms.

20. Entire Agreement

These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and Scribenote relating to your use of our Site, Services and Apps and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Site.

21. No Agency; Third Party Beneficiary

We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, Scribenote and the Associated Persons.

22. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. Scribenote may assign these Terms and the rights and obligations granted hereunder without your consent.

23. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

24. No Waiver

We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

25. Headings

The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.

26. Language

You agree that English will be the language of our Site and of all transactions occurring in connection with our Services and Apps, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English.

27. Last Modified

These Terms and Conditions were last modified on November 17, 2022.

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