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.
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.
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.
- Our Services allow you to provide more effective and efficient veterinary services to your customers and their animals.
- Our Services are intended to assist you in the management of your clinic’s documentation and record-keeping by i) streamlining clinical notes, which can then be exported into the existing Electronic Medical Record (EMR) (“SOAP Notes”) and ii) managing clinical documentation by recording, storing, and transcribing audio files to text transcripts and classifying clinically relevant data in those transcripts, which once approved by the Client can be exported into the EMR in ‘SOAP’ (subjective, objective, assessment, and plan) format (“Transcripts”).
- Our Services consist of our Scribenote Core service for Transcripts and the Scribenote Basic web and mobile apps for SOAP Notes.
- We use subcontractors and other third-parties to deliver our Services to you.
- If you are a Client, when utilizing the App, Site, and Services, you represent and warrant that:
(i) you possess, have and maintain all appropriate, up-to-date, valid and required licenses, credentials, approvals and authorizations to work and render the specific services required as a veterinarian;
(ii) you have obtained all required consents from all applicable individuals as it relates to the collection, use, and disclosure any personal information submitted to our Services, including all notices and consents that might be necessary to record and disclose live audio of conversations with your customers; and
(iii) all information you provide to us or any user of the Services, whether at the time you establish your account or thereafter, is true, accurate and not misleading.
Our Services are meant to be used in the operation and document management of veterinary clinics and not for private use.
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 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.
- Payment. Your subscription to the Services, which may start with a Free Trial (as defined below), will continue month-to-month unless and until you cancel your membership. You agree to pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide us (via Stripe) with a valid credit card (Visa, MasterCard, or any other issuer accepted by Stripe) of a payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Scribenote (via Stripe) with your credit card number and associated payment information, you agree that Scribenote is authorized to immediately invoice your account for all fees and charges due and payable to Scribenote hereunder and that no additional notice or consent is required. You agree to immediately notify Scribenote of any change in your billing address or the credit card or PayPal account used for payment hereunder. Scribenote reserves the right at any time to change its prices and billing methods by e-mail notice to you and to cancel or suspend your subscription for non-payment (see “Automatic Renewal” section below).
- Free Trials. We may make all or part of the Services available to you on a trial basis free of charge (“Free Trial”). The Free Trial shall begin when you submit a registration to us and shall terminate on the earlier of (i) fourteen (14) days after registration, or the Free Trial expiration date specified by us upon receiving your registration, or (ii) the date you subscribe to a Subscription Fee Service (as defined below). The Services are provided “as-is” and without warranty of any kind during the Free Trial, and Scribenote will not have any liability to you whatsoever in connection with your use of any such Free Trial. Your data you enter during the Free Trial will be permanently deleted within six (6) months following the end of the Free Trial unless you have converted to a paid service, in which case data will be retained and deleted in accordance with these Terms (see “Termination and Return of Data” section below). For combinations with other offers, restrictions may apply. Free Trials are for new and certain former members only. Scribenote reserves the right, in its absolute discretion, to determine your Free Trial eligibility.
- Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the end of the Free Trial period of your membership unless you cancel prior to the end of the Free Trial period (a “Service Commencement Date”). To view the specific details of your membership, including monthly membership price and end date of your Free Trial period, visit https://app.scribenote.com and click the "Subscription Details" section on your “Account” page. We may authorize your payment through the Payment Provider, including authorizing it up to approximately one month of Services as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial. Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Scribenote for the Services until Scribenote accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
We will begin billing your monthly membership fees at the end of the Free Trial period of your membership unless you cancel prior to the end of the Free Trial period. You will not receive a notice from us that your Free Trial period has ended or that the paying portion of your membership has begun. CLICK ON YOUR "ACCOUNT" PAGE AT THE TOP OF THE SITE (https://app.scribenote.com) TO FIND CANCELLATION INSTRUCTIONS. We will continue to bill you on a monthly basis for your membership fee until you cancel (see “Automatic Renewal” section below).
- Taxes. The payments required under Section 6(b) of this Agreement do not include any sales tax that may be due in connection with the Services. If Scribenote determines it has a legal obligation to collect sales tax from you in connection with this Agreement, Scribenote shall collect such sales tax in addition to the payments required under Section 6(b) of this Agreement.
- Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Scribenote’s then-current price for such subscription. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Scribenote at firstname.lastname@example.org or log in to https://app.scribenote.com and go to the “Subscription Details” section of your “Account” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Scribenote to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Scribenote does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Scribenote may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
- If you register or set up an account on the Site or App, you will be solely responsible for maintaining the confidentiality of any username, password, and similar information. You may not authorize others to use your username, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization, or who has access to any computer on which your account resides or is accessible.
- If you have reason to believe that your account is no longer secure (for example, following a loss, theft or unauthorized disclosure or use of your Registration Information), you must promptly change the affected Registration Information by using the appropriate update mechanism on the Site, if available. We will not be responsible for the unauthorized use of your profile by any other person and disclaim any and all liability that may be associated with such use.
- We have the right to cancel or suspend or terminate your account, your use or your access to the Site, Services or App, as well as remove and delete any information or Registration Information related to the Site or any one of the Services (and terminate your use thereof), for any reason whatsoever and at any time in its sole discretion, without notice and without liability to you or any other person.
- So long as you comply with these Terms, including payment of all applicable subscription fees, Scribenote hereby grants to you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to download and use the App on a compatible mobile or desktop device and use the Site solely for the purposes of accessing and using the Services. You may not use our Services or App for any other purpose without our express prior written consent.
- The App is licensed, not sold, to you. Except as expressly provided for in these Terms, Scribenote reserves all rights, title and interest in and to the App and Services, including all intellectual property and other proprietary rights.
- You may not and may not authorize any other party to: (i) co‑brand our Services or App; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written permission of an authorized representative of Scribenote. For purposes of these Terms, “co‑branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Services and App or which may confuse a user as the nature of the relationship between us and any party. You agree to cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.
- Scribenote may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the App or the Services for any reason and without any liability to you whatsoever. While Scribenote takes great care to ensure the App and Services are accurate, errors and/or inaccuracies may occur. Scribenote may change or update information on the Site at any time without notice, and availability of the Services or the App. We make no representations that the App or Services are compatible with, or will function or operate with your device or equipment.
- Your use of our App must be in accordance with all third party usage rules and policies that may exist from time to time (“Usage Policies”) applicable to you or your use of our App that may relate to any service provider, mobile device platform or the method you downloaded our App. You are solely responsible for determining the Usage Policies that apply to your use of the App.
- Your use of the App that Scribenote provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”) or an Android powered mobile device (an “Android App”) requires usage of data services. You acknowledge and agree that you are solely responsible for any and all data fees that your wireless service carrier may charge and any other applicable fees in connection with your use of the iOS App or Android App.
- You must not use this Apps on any device that you know or have reason to believe has had its standard protections and limitations have been removed, including, but not limited to a device that has been “rooted” or “jailbroken”.
- The following additional terms and conditions apply with respect to any iOS Apps:
(i) You acknowledge that these terms are between you and Scribenote only, and not with Apple, Inc. (“Apple”).
(ii) Your use of Scribenote's iOS Apps must comply with Apple's then-current App Store Terms of Service, as applicable.
(iii) Scribenote, and not Apple, is solely responsible for our iOS Apps and the Services and content available thereon.
(iv) Your use of the iOS Apps is limited to Apple branded products that you own or control and as permitted by the Usage Policies set forth in the applicable App Store.
(v) You acknowledge that Apple has no obligation to provide maintenance and support services whatsoever with respect to our iOS Apps.
(vi) To the maximum extent permitted by applicable law, Apple will have no warranty obligations, whether express or implied by law whatsoever with respect to our iOS Apps. To the extent not effectively disclaimed, any warranties remain with HD Group. In the event of any failure of the iOS Apps to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for iOS Apps to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS Apps and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty will be Scribenote’s sole responsibility.
(vii) You agree that Scribenote, and not Apple, is responsible for addressing any claims by you or any third party relating to our iOS Apps or your possession and/or use of our iOS Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these terms and any law applicable to us as provider of the iOS Apps.
(viii) You agree that Scribenote, and not Apple, shall be responsible, in the event of any third party claim that the iOS Apps or your possession and use of our iOS Apps infringes that third party’s intellectual property rights, and Scribenote, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such third party intellectual property infringement claim.
(ix) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(x) You agree to comply with all applicable third party terms of agreement when using our iOS Apps (e.g., you must not be in violation of your wireless data service terms of agreement when using iOS Apps).
(xi) If you have any questions, complaints or claims regarding the iOS Apps, please contact Scribenote.
(xii) The parties agree that Apple and Apple's subsidiaries are third party beneficiaries to these terms as they relate to your license of Scribenote's iOS Apps. Upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as they relate to your license of the iOS Apps as a third party beneficiary thereof.
- The following additional terms and conditions apply with respect to any Android App:
(i) You acknowledge that these terms are between you and Scribenote only, and not with Google, Inc. (“Google”).
(ii) Your use of Scribenote's Android App must comply with Google's then-current App Store Terms of Service, as applicable.
(iii) Scribenote, and not Google, is solely responsible for our Android App and the Services and content available thereon.
(iv) Your use of the Android App is limited to Google branded products that you own or control and as permitted by the Usage Policies set forth in the applicable Google’s Play Store.
(v) You acknowledge that Google has no obligation to provide maintenance and support services whatsoever with respect to our Android App.
(vi) To the maximum extent permitted by applicable law, Google will have no warranty obligations, whether express or implied by law whatsoever with respect to our Android App. To the extent not effectively disclaimed, any warranties remain with Scribenote. In the event of any failure of the Android App to conform to any applicable warranty, you may notify Google and Google will refund the purchase price for Android App to you and to the maximum extent permitted by applicable law, Google will have no other warranty obligation whatsoever with respect to the Android App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty will be Scribenote’s sole responsibility.
(vii) You agree that Scribenote, and not Google, is responsible for addressing any claims by you or any third party relating to our Android App or your possession and/or use of our Android App, including, but not limited to: (i) product liability claims; (ii) any claim that the Android App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these terms and any law applicable to us as provider of the Android App.
(viii) You agree that Scribenote, and not Google, shall be responsible, in the event of any third party claim that the Android App or your possession and use of our Android App infringes that third party’s intellectual property rights, and Scribenote, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such third party intellectual property infringement claim.
(ix) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(x) You agree to comply with all applicable third party terms of agreement when using our Android App (e.g., you must not be in violation of your wireless data service terms of agreement when using Android App).
(xi) If you have any questions, complaints or claims regarding the Android App, please contact Scribenote.
(xii) The parties agree that Google and Google's subsidiaries are third party beneficiaries to these terms as they relate to your license of Scribenote's Android App. Upon your acceptance of these terms, Google will have the right (and will be deemed to have accepted the right) to enforce these terms against you as they relate to your license of the Android App as a third party beneficiary thereof.
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.
- We expect that you will access and use our Site, App and Services in a professional, responsible and business-like manner in accordance with applicable laws.
- You represent and warrant that you will use our Services only in the context of providing veterinary services to your customers.
- You further agree that you must use our Site, Apps and Services for lawful purposes only and represent and warrant that you will not use our Site, Apps and Services to:
(i) e-mail, provide us with or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(ii) e-mail, provide us with or otherwise transmit any information or content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;
(iii) remove any proprietary notices or labels, or any promotional or advertising material, from our Site, Apps and Services;
(iv) e-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(v) impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Site or otherwise communicating with us;
(vi) upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Scribenote or third party computer hardware, software, networks, or hardware or telecommunications equipment;
(vii) interfere or attempt to interfere with or disrupt our Site, App or Services including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Site, App and Services;
(viii) direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;
(ix) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site, Apps and Services;
(x) modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any of our Services or Apps (except as may be expressly permitted in these Terms), including but not limited to any portion of our Site;
(xi) collect, use, disclose, store or distribute any personal information of a third party without their consent;
(xii) transmit any information or Registration Information known by you to be false, inaccurate or misleading; or
(xiii) transmit any information or Registration Information that is intimate, private or that you would not want the public to view or have access to.
- Scribenote represents, warrants and covenants to Client that during the Term: (a) it has the full power and authority to license the rights to Client contemplated hereunder on the terms and conditions in this Agreement; and (b) the Services will be provided in a professional and workmanlike manner in accordance with the terms of this Agreement.
- You understand that we will use commercially reasonable efforts to provide our Site, Apps or Services but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial, from the use of our Site, Apps or Services. You acknowledge that any reliance on our Services and Apps will be at your own risk and that you must evaluate and bear all risks associated with the use of our Services and Apps. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF AND RESULTS FROM USING OUR SITE, APPS OR SERVICES. YOUR USE OF OUR SITE, APPS AND SERVICES IS ENTIRELY AT YOUR OWN RISK. SCRIBENOTE WILL NOT BE RESPONSIBLE FOR ANY INCORRECT INPUT OR TRANSCRIPTION OF CLINICAL INFORMATION PERTAINING TO ANIMALS OR ANY OTHER PARTY.
- We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Site or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. YOUR USE OF THE INTERNET IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM ANY INTERNET ACCESS OR OUR SITE, SERVICES, OR APPS.
- YOUR USE OF OUR SITE, SERVICES AND APPS IS AT YOUR OWN RISK. OTHER THAN OUR EXPLICIT REPRESENTIONS AND WARRANTIES OUTLINED HEREIN, OUR SITE, SERVICES AND APPS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OR THOSE ARISING OUT OF A COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE AVAILABILITY APPROPRIATENESS, COMPLETENESS, ACCURACY, OR CURRENCY OF OUR SITE, SERVICES OR APPS. FOR GREATER CLARITY, WE DO NOT REPRESENT OR WARRANT THAT:
(i) OUR SITE, APPS OR SERVICES DO NOT AND WILL NOT INFRINGE, OR BE SUBJECT TO ANY INTELLECTUAL PROPERTY CLAIMS, OR A CLAIM OF INFRINGING THE TRADEMARK OR OTHER RIGHTS OF ANOTHER PARTY;
(ii) OUR SITE OR APPS WILL BE UNINTERRUPTED, FUNCTIONAL, SECURE, RELIABLE, ACCURATE, COMPLETE, CURRENT, USEFUL, SUITABLE, SECURE OR ERROR-FREE;
(iii) OUR SITE, APPS OR SERVICES WILL BE SUITABLE, ACCURATE, CORRECT, RELIABLE, COMPLETE, TIMELY, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS IN ANY WAY;
(iv) ANY DEFECTS IN OUR SITE, SERVICES OR APPS WILL BE CORRECTED; AND,
(v) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT. OUR SITE, SERVICES AND APPS MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS TO THE SITE, SERVICES AND APPS AT ANY TIME.
- IN NO EVENT SHALL SCRIBENOTE, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS (“ASSOCIATED PERSONS”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF INCOME, LOSS OF PROFITS, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC OR PERSONAL LOSS ARISING FROM OR IN CONNECTION WITH:
(i) YOUR USE OF OR RELIANCE ON ANY INFORMATION PROVIDED BY US ON OUR SITE, SERVICES OR APPS;
(ii) YOUR USE OF OR INABILITY TO USE OUR SITE, APPS OR SERVICES;
(iii) YOUR VIOLATIONS OF TRADEMARK INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHTS;
(iv) ANY FAILURE OF PERFORMANCE OF OUR SITE, SERVICES AND APPS, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE;
(v) THE UNAUTHORIZED USE OF YOUR ACCOUNT AND PASSWORD BY ANY PERSON;
(vi) ANY THIRD PARTY CONTENT OR HYPERLINKED SITES;
(vii) YOUR REGISTRATION INFORMATION OR INFORMATION THAT YOU TRANSMITTED OR SHARED THROUGH OR IN CONNECTION WITH OUR SERVICES; OR
(viii) ANY OTHER MATTERS RELATING TO OUR SITE, SERVICES AND APPS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT WE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. THE LIMITATIONS ON SCRIBENOTE’S LIABILITY OR THE LIABILITY OF ASSOCIATED PERSONS TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT SCRIBENOTE OR SUCH ASSOCIATED PERSONS HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- WE DISCLAIM ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
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.
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.
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.
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.
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 this agreement 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 this 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.
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.
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.
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.
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.
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.
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.
These Terms and Conditions were last modified on October 18, 2021.