(Last modified: August, 2016)
By accepting these terms of service (the “Terms”) governing the use of this website, (the “Site”) and all Services (as hereinafter defined and referred to) offered through this Site by clicking a box indicating your acceptance, you agree to the terms and conditions set out in these Terms. If you are accepting these terms on behalf of the billing physician or other legal entity, you represent that you have the authority to bind such entity and its affiliates, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to these Terms, you must not accept the Terms and must not use the Services.
The following terms shall have the following meaning throughout the Terms.
i) “Authorized User” means individuals who are authorized by You to use the Services, and who have been supplied user identifications and passwords by You (or by Us at Your request). Authorized Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business
ii) “Data” means any data or information submitted or posted by You to the Site
iii) “Fees” means any fees that you have agreed to pay for the Services offered by MDBilling.ca
iv) “MDBilling”, “MDBilling.ca”, “We”, “Us” means MDBilling.ca Limited and all its affiliates.
v) “Service(s)” means any Services provided and/or accessed through this Site
vi) “Software” means the software and/or applications provided and/or accessed through the System.
vii) “System” means the online or mobile platform provided by MDBilling.ca, including the Software running on such platform
B. Use of Services.
Subject to Your compliance with the Terms, MDBilling.ca grants You, including Authorized Users, a non-exclusive, non-transferable, revocable license to use the System in accordance with these Terms. Authorized Users shall use the Service solely for the purpose it was intended and in accordance with the Terms. Using the Service does not give either You or any Authorized User ownership of any intellectual property rights in the System, including the Software and the Service. MDBilling.ca (and its licensors) remain the sole owner of all right, title and interest in the Services and the Software and reserves all rights not granted under these Terms. You may not remove, obscure or alter any legal notices displayed along with our Services. You may not copy, modify, distribute, sell or lease any part of our Services or the Software, nor may You reverse engineer or attempt to extract source code of that Software. MDBilling.ca shall retain all ownership and proprietary rights, including intellectual property rights, to any suggestions, enhancement requests, recommendations or other feedback provided by You or any Authorized Users to MDBilling.ca relating to the operation of the Service.
C. Prohibited use
You, including Authorized Users, must not misuse the System. You must not: (i) access the information stored in the System for any unlawful purposes including using such information for the purpose of committing or furthering fraudulent acts or commit such acts that would give rise to both or either civil and criminal liability; (ii) provide or enter information that can be regarded as unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy or hateful; (iii) use any means to restrict or prevent another Authorized User from accessing or enjoying the Service; (iv) submit or post any unsolicited, unauthorized or annoying material to other persons, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain letters, junk mails, pyramid schemes, or engage in any form of improper solicitation; (vi) upload material into the System that infringes on the intellectual property rights of other third parties, or upload material that places unnecessary load so as to affect the performances of our Site, System and equipment; (vii) access or attempt to access the Services by any means other than the interface we provide or authorize; (viii) circumvent or access or use restrictions put into place to prevent certain uses of the Service; (ix) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (x) attempt to disable, impair or destroy the System or hardware; or (xi) violate applicable law.
D. Authorized User Accounts.
You may provide password access to such Authorized Users as You have paid for in order for such Authorized Users to use the Services as instructed in accordance with the Terms. You are responsible for all activities that occur in Authorized User accounts, including maintaining the confidentiality of all usernames and passwords and/or any unauthorized use, and for Authorized Users' compliance with the Terms. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data; (ii) prevent unauthorized access to, or use of, the Service, and notify MDBilling.ca promptly of any such unauthorized access or use; (iiii) ensure that Authorized Users properly access the Services in manner prescribed by MDBilling.ca; (iv) comply with all applicable local, provincial, federal and foreign laws in using the Service; and (iv) use the Services only for purposes that are permitted by these Terms. You acknowledge and understand that MDBilling.ca may suspend an Authorized User’s access to any particular feature or Service if MDBiling.ca has reason to believe that such Authorized User has violated the Terms.
You acknowledge that you must provide for Your own access to the World Wide Web and to meet the costs associated with such service, as well as procuring all equipment that is necessary in order to access the Service, including but not limited to a computer and a modem. You shall also be responsible for the maintenance and operation of all such equipment.
You will ensure that any information, including Data, entered into the System shall be accurate, reliable and complete. You agree that You are solely responsible for (and that MDBilling.ca has no responsibility to You or to any third party for) any Data or content that You or an Authorized User creates, inputs transmits or displays while using the Services and for the consequences of Your actions or those of or an Authorized User by doing so.
E. Fees and Billing.
You shall pay all Fees as specified. Payment obligations are non-cancellable, Fees paid are non-refundable, and the number of Authorized User subscriptions purchased cannot be decreased. Unless otherwise stated, Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder
You will pay the Fees in full before their due date either by credit/debit card or by other payment means acceptable to MDBilling.ca. Any payment not received from You by the due date will accrue an interest charge of 1.5% per month or the maximum permitted by applicable law. If Your account is 30 days or more overdue in addition to any of its other rights or remedies, MDBilling.ca reserves the right to suspend the Services, without liability to MDBilling.ca, until such amounts are paid in full. MDBilling.ca shall have the right to periodically audit usage of the Services to ensure that You and Authorized Users are only using the Service in accordance with the terms and conditions as set out in the Terms.
Should MDBilling.ca not be able to calculate the Fees either due to Your inability to provide the appropriate reports, or due to technical issues beyond its control, MDBilling.ca has the sole discretion to invoice You: (i) at a rate of no more than $50.00/month plus applicable taxes; (ii) where MDBilling.ca has entered into a separate agreement with You for the provision of professional services in respect of billing agent services (such agreement, the “Professional Services Agreement”), the submission amount. Fees are calculated from the paid or processed claims based on the fees from the OHIP Schedule of Benefits, and according to our pricing program found here: http://www.mdbilling.ca/pricing.html
MDBilling.ca Limited may, without notice or liability, add, update, discontinue or revise any aspect, mode or design of the System, including the Software and the Service. This may include changes or modifications to the scope of the Service, time of Service, or changes or modifications to the Software/hardware required for access into the System. MDBilling.ca may also suspend or stop the Service. Any updates may occur automatically or may be caused to occur through operation of prompts that appear on the Authorized User’s interface. The updated version will be subject to the current Terms and any other additional terms that may also be included in the current Terms. MDBilling.ca reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Terms (the “Updated Terms”), in whole or in part, at any time. Updated Terms will be effective when posted within the Services and/or on the Site. Your continued use of the Services after any Updated Terms are posted will be considered acceptance of those changes. You should look at these Terms regularly. If you do not agree to any Updated Terms, you must discontinue use of the Service immediately. If there is a conflict between these Terms and the Updated Terms, the Updated Terms shall govern.
G. Limitation of Liability and Disclaimer. You hereby agree to release, remise and forever discharge MDBilling.ca and its affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with his/her/its use of Service and/or compliance with the Terms, to the extent permitted by applicable law. In no event will MDBilling.ca, its affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities, be liable to you or any other person for any lost profits, lost savings, lost data, or other special or consequential, incidental, indirect, punitive or exemplary damages arising out of or relating to: (i) loss of use, data or profits whether or not foreseeable, (ii) any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (iii) arising from any other claim arising out of or in connection with your use of or access to the Service or Software. Nothing in the Terms operate to relieve MDBilling.ca from any liability from wanton or willful and reckless acts that may give rise to liability in tort or contract.
MDBilling.ca’s total liability in any matter arising out of or related to the Terms is limited to the aggregate amount that you paid for the Service during the 3 month period preceding the event giving rise to liability.
The Services and Software are provided ‘AS-IS’. To the maximum extent permitted by law, MDBilling.ca disclaims all warranties expressed or implied, including the implied warranties of non-infringement, merchantability for a particular purpose and fitness for a particular purpose. MDBilling.ca makes no commitment about the content of the Services. MDBilling.ca further disclaims any warranty that (i) the Service and Software will meet your requirements or will be constantly available, uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from use of the Service or Software will be effective, accurate or reliable; (iii) the quality of the Services or Software will meet your expectations; or that (iv) any errors or defects in the Services or Software will be corrected. MDBilling.ca specifically disclaims any liability for any actions resulting from your use of the Service or Software. You may use and access the Services and Software at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from use and access of the Service or Software.
H. Data Retention.
We reserve the right (but have no obligation) to reject, suspend, alter, remove or delete Data or to disclose Data if we are required to do so by law or appropriate authority, without notice.
I. Termination of service.
The Services will be provided on a month to a month basis and may continue on such basis until the Terms have been terminated by MDBilling.ca or You. The following are the ways in which the Terms may be terminated: (i) for convenience upon 15 days prior written notice to the other party; (ii) immediately upon written notice to the other party in the event other party has committed a material breach of these Terms that remains uncured thirty (30) days after written notice of such breach, if such breach is capable of being cured; or (iii) you entering into proceedings of bankruptcy (voluntary or involuntary), insolvency or assignment for the benefit of its creditors, or the appointment of a receiver for all or substantial part of your assets.
By virtue of the Terms and the Services provided thereunder, the parties may have access to information that is proprietary or confidential to one another, including the terms and pricing under the Terms or under any documentation (“Confidential Information”). Each party (i) shall, and shall cause its personnel to, hold and deal with in strict confidentiality all Confidential Information of the other party disclosed hereunder; and (ii) agrees not to use any of the Confidential Information except in the furtherance of its obligations under the Terms, provided that each party acknowledges that, for the purposes hereof, its respective Confidential Information excludes any data, documentation or other information which (i) is in the public domain other than as a result of a disclosure by the receiving party in breach of the Terms; (ii) was known to the other party prior to receipt thereof from the disclosing party; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, if that source or its source is not in breach of any obligation of confidentiality to the disclosing party; (iv) the receiving party can show to have been developed independently by the receiving party without using the Confidential Information of the disclosing party; or (vi) must be disclosed pursuant to applicable laws, regulations or court order, provided that if permitted by law, the receiving party gives the disclosing party prompt notice of its intent to disclose such information so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with these terms. If such protective order or other remedy is not or cannot be obtained, or the disclosing party waives compliance with these terms, the receiving party will furnish only that portion of the Confidential Information that is legally required and will exercise its best efforts to obtain reliable assurances that the Confidential Information will be treated on a confidential basis. Notwithstanding the foregoing, MDBilling.ca may, in its own marketing materials, including but not limited to the MDBilling.ca website, refer to by your names and logos, unless you specifically prohibit MDBilling.ca from doing so.
K. Third Party Links.
L. Authorization to Use Anonymized Data.
Notwithstanding anything in these Terms to the contrary, MDBilling.ca has the right to aggregate or compile Data with other information, including information of other MDBilling.ca customers so long as such aggregation or compilation is anonymized and does not identify You, Your patients or any individual, company or organization. (“Anonymized Data”). MDBilling.ca may use and/or disclose Anonymized Data for its own business purposes.
M. Force Majeure.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its unrealistic control, including but not limited to, acts of God, earthquake, embargo, access to the Internet labor disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
If any provision of the Terms shall be held to be invalid, illegal or unenforceable, such provision shall be modified to the extent necessary to make it valid, legal and enforceable while preserving the intent of the parties. If MDBilling.ca provides professional services to you pursuant to the Professional Services Agreement, and there is a conflict or inconsistency between the Professional Services Agreement and the Terms, the Terms shall govern. The Terms constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Headings in the Terms are for convenience only and do not affect interpretation of the Terms. If any provision of the Terms shall be held to be invalid, illegal or unenforceable, such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties. All notices under the Terms shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. The address for notice for you shall be the address shown on the most recent invoice unless you provides a separate address for notices; for MDBilling.ca: MD Billing.ca Limited 1235 Bay Street, Suite 700 Toronto, Ontario; attention Legal Department fax number (416) 546-0708; email: support@MDBilling.ca The provisions of Terms, which by their nature or express terms would survive termination or expiration of the Terms, shall survive any termination or expiration. The Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario and will be treated, in all respects, as an Ontario contract, and exclusive venue shall be in the courts of the Province of Ontario, to which each of the parties hereby attorn.