InsideDesk Terms of Service Agreement
Welcome to the InsideDesk Apps website, an online service designed and offered by InsideDesk Inc. and its affiliates (“InsideDesk”) especially for dental offices and dental service organizations in the United States. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a user and subscriber. IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY.
If you use this InsideDesk’s website or apps, you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth in these Terms of Use, or if you breach any of the Terms of Use contained herein, your permission to use InsideDesk Apps or access any of InsideDesk’s Services (defined below) immediately lapses and you must destroy any materials downloaded or printed from the InsideDesk Apps website and software.
InsideDesk reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site. Your use of InsideDesk Apps is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking “Terms of Use” hyperlink at the bottom of our Site pages.
A. Definitions.
The following terms shall have the following meaning throughout the Terms of Use.
“Agreement” or “this agreement” refers to these Terms of Use.
“Applicable law” refers to the laws currently in force in the Province of Ontario, Canada which shall govern this agreement.
“Site” means this website, all related webpages, and all related websites, operated by affiliates or divisions of InsideDesk, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
“Service” and “Services” refer to the online dental insurance claims management services and other related services and Support offered through InsideDesk Apps from time to time.
“Subscriber” refers to any person who maintains an account with us and utilizes our Services.
“Support” means technical support and assistance provided to users by InsideDesk.
“InsideDesk”, “we”, “us” and “our” shall refer to InsideDesk Inc. and all its affiliates and subsidiaries.
“InsideDesk Apps” means the Site and all mobile applications and other applications which provide access to the Services offered by InsideDesk and its affiliates from time to time.
“InsideDesk Apps Parties” includes InsideDesk Apps, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
“InsideDesk Apps Pros” means the persons and entities who have voluntarily registered with InsideDesk Apps to be listed on the Site as members of the InsideDesk Apps Pro Network in order to offer, for their own account, various support, financial, human resources, consulting and other services to InsideDesk Apps users.
“InsideDesk Apps Pro Network” means the online community of InsideDesk Apps Pros listed on the Site from time to time.
“You” and “user” shall refer to any person who visits the Site or uses InsideDesk Apps and includes a subscriber and its employees and agents.
B. General.
InsideDesk grants you a non-exclusive, non-transferable limited license to use InsideDesk Apps and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
Electronic Delivery
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:
agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
annual disclosures;
transaction receipts or confirmations;
communication in relation to delinquent accounts (which may also be by phone, and may be made by InsideDesk or by anyone on its behalf, including a third party collection agent);
Account statements and history; and
federal and state tax statements.
We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support or as outlined in our Privacy Policy. If you withdraw your consent to receive Communications electronically, InsideDesk may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.
Collaboration
You may provide access to certain apps to authorized users. An authorized user is someone designated by you via the user administration functionality available in InsideDesk Apps. Such authorized users may have access to your account information and perform various tasks as instructed by you which include but are not limited to claim processing, categorizing claims, and any other lawful tasks that you may prescribe. If you administer your InsideDesk Apps account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your users.
InsideDesk may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. InsideDesk may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of InsideDesk Apps or the Services whatsoever is to discontinue using InsideDesk Apps and the Services.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using InsideDesk Apps or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your insurance claims and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of InsideDesk Apps and the Services. InsideDesk accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using InsideDesk Apps or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
Other Information You Provide Us
While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.
InsideDesk may require you to assist with any requests by the individual to access or update their information, and you agree to do so.
C. Conditions of Usage.
You agree to use InsideDesk Apps and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of InsideDesk Apps. Your registration for any of InsideDesk Apps constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. You also will select a username and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of InsideDesk Apps confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business’s principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business’s principal contacts us we may be required to provide access to the InsideDesk Apps account. You agree to hold harmless and release the InsideDesk Apps Parties from any liability if we do so.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the InsideDesk Apps Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the InsideDesk Apps Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
We are responsible for the security of insurance claim data that is collected, transmitted, or stored by Us on Your behalf. “Insurance Claim Data” is defined as being the patients’ dental insurance and claim information including but not limited to their personal information, treatment information, and claim data. InsideDesk has developed strict security features to protect Insurance Claim Data, and as such it is required that this data only be used in anticipated ways and stored in appropriate places. Our security measures are in compliance with HIPAA (Health Insurance Portability and Accountability Act). The HIPAA BAA is incorporated into this agreement. Please refer to our HIPAA BAA in our privacy policy on our website.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING INSURANCE CLAIM DATA INTO ANY FORM OR DATA ENTRY FIELDS IN INSIDEDESK APPS, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where InsideDesk Apps explicitly requests such data be entered into such fields).
D. Online Access to Insurer website, InsideDesk Apps Pros and Other Services.
Certain online services (including access to online Insurer portals, online payments, online clearing house portal, the InsideDesk Apps Pro Network and other online services related to the use of the Site) are provided by insurance institutions and other third party service providers and not by us. You agree to hold harmless and release the InsideDesk Apps Parties from any liability relating to your use of such online services, including the InsideDesk Apps Pro Network and the InsideDesk Apps Pros. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third party provider. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.
If you use the InsideDesk Apps Pro Network, you agree that you do so at your own risk. Unless expressly stated to the contrary, InsideDesk does not pre-qualify, review, or endorse InsideDesk Apps Pros and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality of the InsideDesk Apps Pro. If you use a InsideDesk Apps Pro, you acknowledge that you are doing so at your own risk and hereby agree to release and hold InsideDesk harmless from any or Claims arising from your use of the InsideDesk Apps Pro, as further set out in section I below. You agree to release and hold InsideDesk harmless for and from any Claims (as defined below) arising from your use of a InsideDesk Apps Pro in relation to InsideDesk Apps, as further set out in section I below.
E. Software Notice.
In the event that a user is required to download or use software in connection with the Services, he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by these Terms of Use and any such license agreement.
F. Copyrights, Trademarks and Intellectual Property.
InsideDesk and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using InsideDesk Apps and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within InsideDesk Apps constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using InsideDesk Apps by a user or otherwise provided for accessing InsideDesk Apps on the user’s behalf shall at all material times remain the property the user. The user hereby grants to InsideDesk a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with InsideDesk Apps and the Services for uses related to the delivery of the Services.
Materials on and relating to InsideDesk Apps, including the content of InsideDesk Apps and any software downloaded from InsideDesk Apps, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, InsideDesk reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of InsideDesk Apps or any content therefrom without InsideDesk’s express written consent. You agree not to build or replicate by any means a competitive product or service. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to InsideDesk Apps.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
No screenshot may be used from any beta version of InsideDesk Apps unless it has been commercially released to the public;
the use is for illustrative purposes;
the use may not imply any endorsement or affiliation by or with InsideDesk;
the screenshot does not contain any commentary which may appear to have been attributable to us;
the screenshot does not contain any third party content; and
the use does not infringe on any of these terms of use.
InsideDesk has rights to several trade-marks which it uses in connection with the operation of InsideDesk Apps. InsideDesk does not grant the users any right or license to use the InsideDesk trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
InsideDesk may use your name or the name of your business, your trademark and logo as part of a general list of customers and may refer to you as a user of InsideDesk Apps in our advertising, marketing and promotional materials.
G. Prohibited Use.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying InsideDesk Apps.
No user shall be permitted to upload material into InsideDesk Apps that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use InsideDesk Apps and the Services in a manner which could block access to, impair, damage or otherwise disable InsideDesk Apps or any of our servers. You may not attempt to gain unauthorized access to InsideDesk Apps or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to InsideDesk Apps in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on InsideDesk Apps, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize InsideDesk Apps under false pretences.
H. Limitation of Liability.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE INSIDEDESK APPS PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF INSIDEDESK APPS AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO INSIDEDESK APPS; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF INSIDEDESK APPS AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, INSIDEDESK APPS AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, INSIDEDESK, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT INSIDEDESK APPS, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET THE USERS’ REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT INSIDEDESK APPS AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU AGREE TO USE INSIDEDESK APPS, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO INSIDEDESK APPS AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF INSIDEDESK APPS AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING INSIDEDESK APPS AND THE SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
I. Termination of Service.
InsideDesk may terminate this agreement and your use of InsideDesk Apps at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use InsideDesk Apps on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by emailing us at [email protected] with one month’s notice. In the case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using InsideDesk Apps indefinitely. We may at our option immediately block your access to InsideDesk Apps.
J. Ownership and Disclosure of Information.
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and InsideDesk Apps. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
For the purposes of fraud prevention and law enforcement;
To comply with any legal, governmental or regulatory requirement;
To our lawyers in connection with any legal proceedings; and
To comply with a court order.
If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. InsideDesk’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.
K. Third Party Links, APIs and Content.
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Some of the functionality of the Services and InsideDesk Apps interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using InsideDesk Apps and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of InsideDesk Apps and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of InsideDesk Apps. The availability of such third party services in connection with InsideDesk Apps does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
L. Authorization to Export Data.
The subscriber and the user acknowledge that we may retain a copy of his/her/its insurance claims data and information for a limited time and gathered it through the use of InsideDesk Apps and other information uploaded on the subscriber’s account. We may in certain circumstances export the data and information. We shall not share the data and information with anyone except in the manner provided in our Privacy Policy
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 reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. 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.
N. Severance
All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.
O. Governing Law and Dispute Resolution.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
P. Legal Status of InsideDesk Inc.
The websites www.InsideDesk.com, www.insideDesk.net, and the names InsideDesk Apps, InsideDesk, InsideDesk Apps are property of InsideDesk Inc. a company incorporated under the Canada Business Corporations Act.
Q. Language.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.
R. Privacy Policy.
InsideDesk’s Privacy Policy is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and your business’ patient and insurance claim data information (the “Information”) collected for the purposes of the Services offered through our website and Apps. The InsideDesk Privacy Policy is based on applicable legislation as well as 10 fair information principles, and may be updated from time to time.
S. Information Received from Third Party Services.
If you elect to have InsideDesk Apps access information from third party accounts by providing the access information to such third party account, we will access such third party accounts for the purposes of performing the Services. This can include aggregation of patient claim data as well as patient verification. By providing the requisite access information to InsideDesk Apps, you grant us permission and authority to access the relevant third party accounts, on your behalf or on behalf from the principal account holder, and retrieve the relevant information to make it available as part of the Services. You are not permitted to provide InsideDesk Apps with any access information for any third party accounts for which you are not the principal account holder unless you have the authority to act on behalf of the principal account holder.
InsideDesk is not obligated to review the information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information provided to us or any third party service providers in connection with any of the Services.
T. Registration Information.
You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of InsideDesk Apps and access to the Services. You understand and agree that you are liable for unauthorized use of your account.
U. Consumer Issues.
You acknowledge and agree that you will only use InsideDesk Apps and the Services for business purposes and not for personal, family or household purposes.
V. No Waiver.
No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.
W. Digital Millennium Copyright Act.
Some of the content provided on InsideDesk Apps from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through InsideDesk Apps, you may notify InsideDesk’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which InsideDesk may then forward to the alleged infringer:
identification of the copyrighted material that you believe has been infringed;
identification of the allegedly infringing material on InsideDesk Apps, with sufficient detail to enable us to locate it on InsideDesk Apps;
your address, telephone number and email address;
a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
provide your or your agent’s physical or electronic signature.
You may provide this information in writing or by email notification to the following Designated Agent:
Attention: DMCA Office Agent
InsideDesk
100 Broadview Ave, Suite 300,
Toronto, Canada
Upon receiving your complaint, InsideDesk may remove content that you believe infringes your copyright.
Procedure for Counter-Notification: If material that you have posted to InsideDesk Apps has been taken down, you may file a counter-notification by contacting InsideDesk’s copyright agent, who can be reached here, Attention: Copyright Agent, which counter-notification must contain the following details:
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
Your name, address and telephone number;
A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
Your physical or electronic signature.
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY’S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER’S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
