InputHealth provides patients and health service providers with the InputHealth Service to manage appointments, personal health records, communications, and other related activities. Other than information gathered through our website at www.inputhealth.com, InputHealth acts as a service provider for health service providers and does not own or control the information that is submitted to us through the InputHealth Service.
This Terms of Service does not reflect the practices of InputHealth’s health service provider clients and InputHealth is not responsible for our clients’ policies or practices. InputHealth does not review, comment upon, or monitor our health service provider clients’ policies or their compliance with their respective policies, nor does InputHealth review our client’s instructions to determine whether they are in compliance or conflict with the terms of a client’s published policy or applicable law.
(A) InputHealth owns all rights in the Product.
(B) The Client wishes to obtain a license from InputHealth for Authorized Users to use the Product and to obtain web-based access to the Product through a web service managed by InputHealth.
(C) InputHealth has agreed to provide the Client with the following in accordance with the terms and conditions of this Agreement:
during the License Period and any Renewal Period.
1.1. This Agreement is made between InputHealth Systems Inc. with a principal place of business at #610-207 West Hastings St., Vancouver, BC, V6B 1H7 and the Client on the date on which the Client’s InputHealth account is created.
1.2. The terms contained in the Client’s InputHealth Account and in these Terms of Service form the Agreement between InputHealth and the Client.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, including the Recitals, the following terms will have the following meanings unless the contrary intention appears:
‘Agreement’ means this agreement compromising the Client InputHealth Account details and the InputHealth License and Subscription Agreement Terms of Service.
‘InputHealth Account’ means the InputHealth online account for the Client containing the Client’s business details.
‘InputHealth Service’ means the service provided by InputHealth pursuant to which access is provided to the Product via a Server managed by InputHealth.
‘Authorized Users’ means the employees or contractors of the Client as nominated by the Client in their InputHealth Account.
‘Business Hours’ means the hours of 8:00AM to 5:00PM Monday to Friday local time in Vancouver, British Columbia, excluding public holidays.
‘Client’ means the party named as such in the InputHealth account.
‘Client Data’ means Client’s information or other data processed, stored, transmitted by, in or through the Services, including without limitation personal information relating to the Client’s personnel, patients and/or customers such that the identity of such persons is apparent or can reasonably be determined from such personal information.
‘Commencement Date’ means the date the Client creates its InputHealth Account online.
‘Documentation’ means the documentation provided online as part of the Service.
‘Fees’ means the fees specified in the Client’s InputHealth Account.
‘GST’ means any goods or services tax, charge, impost or duty payable in respect of this Agreement or the supply of any goods or service made under or in respect of this Agreement.
‘License Period’ means one calendar month from the Commencement Date and each month thereafter until termination pursuant to these Terms and Conditions.
‘Location’ means from any computer or mobile device.
‘Maintenance Services’ means the services described in Clause 10.1.
‘party’ or ‘parties’ means a party or the parties to this Agreement.
‘Product’ means the InputHealth online Collaborative Health Record platform.
‘Product Updates’ means the updates described in Clause 9.1 of this Agreement.
‘Renewal Period’ means each monthly renewal.
‘Server’ means the server or servers located at InputHealth’s chosen cloud server premises or such other location as is nominated by InputHealth from time to time and includes the serving computers, hardware and operating systems necessary to operate and support the InputHealth Service.
‘Technical Support’ means the support described in Clause 11.1 of this Agreement.
‘Health-related information’ means all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care.
In this Agreement unless the contrary intention appears:
3. LICENSE & ACCESS SERVICES
3.1. In consideration of the payment of the Fees and any agreed Addition Fees, InputHealth will provide the Client with:
during the License Period and any Renewal Period in accordance with the terms and conditions of this Agreement.
4. GRANT OF LICENSE
4.1. Subject to the payment of the Fees, InputHealth grants to the Client a non-transferable, nonexclusive license for the Authorized Users to use the Product and the Documentation during the License Period and any Renewal Period in accordance with the terms and conditions of this Agreement.
4.2. The Client will:
unless specifically authorized by InputHealth in writing and any such use will be subject to this Agreement and such other terms may be specified by InputHealth in writing.
4.3. Where documentation is provided to the Client, the Client may make such additional copies of the Documentation as the Client reasonably requires for use by the Authorized Users at the Location, provided that such copies will be owned by InputHealth and bear notices of InputHealth’s ownership of copyright.
4.4. The Client will:
5. INPUTHEALTH SERVICE
5.1. In consideration of the payment of the Fees, InputHealth will provide the InputHealth Service to the Client during the License Period and any Renewal Period in accordance with the terms of this Agreement.
5.2. InputHealth will provide the Client with the following information and assistance on the Commencement Date or at such other time as agreed between the parties in writing:
5.3. InputHealth reserves the right to make such amendments or modifications to the InputHealth Service as required by law or which InputHealth, in its sole discretion, decides are in the interest of quality, efficiency and security of the InputHealth Service as a whole.
6. USE OF INPUTHEALTH SERVICE
6.1. The Client is responsible for obtaining and maintaining all equipment, computer hardware and software and all telecommunications services require by the Client to access and use the InputHealth Service and will ensure that all such equipment and services comply with the technical specifications provided by InputHealth.
6.2. InputHealth reserves the right to give such instructions or directions to the Client concerned access to, and use of, the InputHealth Service by the Authorized Users as required bylaw or which InputHealth, in its sole discretion, decides are in the interest of the quality, efficiency and security of the InputHealth Service as a whole.
6.3. The Client must:
6.4. The Client must take all reasonable precautions to ensure the security of access to the InputHealth Service at the Location and must not, under any circumstances, allow any third party or any person other than as Authorized User to access or use the Product or the InputHealth Service for any purpose without the prior written consent of InputHealth.
6.5. The Client represents and warrants that it has obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their Health-Related Information to the InputHealth Service or initiating any payment transactions.
6.6. InputHealth is responsible to provide facilities for the secure export of all Client account data, including all Health-related Information at anytime during the term of this Agreement. The Client is solely responsible for any Health-Related Information exported from the InputHealth Service. The Client represents and warrants that it will port and subsequently use protected health information only as permitted by applicable state or provincial laws.
6.7. The Client may be able to transfer information from third-party data sources into the InputHealth Service. The Client represents and warrants that it has all necessary patient authorization for such data transfers and such data transfers will comply with applicable state or provincial laws.
6.8. The Client agrees to inform InputHealth immediately if it becomes aware of any unauthorized use of the Product or the InputHealth Service by any person.
7. AVAILABILITY OF INPUTHEALTH SERVICE & AUTOMATED BACKUP
7.1. InputHealth will use its best endeavours to:
7.2. The Client will communicate any difficulties encountered with the InputHealth Service to InputHealth as soon as is reasonably practical following detection.
7.3. The Client acknowledges that the speed of response from the InputHealth Service is dependant on the Client’s internal connection and performance of the InputHealth Service may be affected by such external factors as speed of connection and infrastructure bandwidth from the Client’s equipment to the Server and the number of users on the connection.
7.4. InputHealth takes no responsibility for any delay, malfunction, non-performance, or other degradation of the InputHealth Service caused by or resulting from any alteration, modifications or amendments to the InputHealth Service requested by the Client.
7.5. In the event of total systems failure resulting in the disruption of service to the Internet from the Server, InputHealth will endeavour to repair and reinstate the InputHealth Service within twenty four (24) hours of detection depending on the severity of the failure.
7.6. At no additional charge to Client, InputHealth shall make daily incremental Backups (the “Incremental Backup”) and weekly full backups (the “Full Backups”) of Client Data archived with the InputHealth Service. The prior day incremental backup and a copy of the weekly backup shall be stored off-site in a secure facility designed to store and maintain backups for emergency use. Requests for Backup data need to be made to InputHealth fourteen (14) days before the termination of this agreement at no additional cost to Client. Client Backup Data will be made available in a standard database file.
8. SUSPENSION OF ACCESS
8.1. InputHealth may suspend access to the InputHealth Service:
8.2. InputHealth also reserves the right to terminate or suspend access to the InputHealth Service to the Client indefinitely and without refund or compensation in the event that the Client uses the InputHealth Service, or appears to InputHealth to be intending to use the InputHealth Service, in a manner reasonably deemed inappropriate by InputHealth or which breaches the terms of this Agreement.
8.3. Suspension of access to the InputHealth Service will continue until the Maintenance Services, modifications or updates are carried out, the problem or breach is rectified, or until otherwise agreed in writing between the parties.
8.4. InputHealth will not be liable to the Client, its officers, employees, contractors or agents or any third party whatsoever as a result of taking action referred to in this Clause where such action is taken on a view which is formed on a reasonable basis by InputHealth.
9. PRODUCT UPDATES
9.1. InputHealth may, in its sole discretion, make enhancements, updates or new releases of the Product available through the InputHealth Service from time to time in order to enhance or improve the functionality or operation of the Product or comply with legislative requirements (‘Product Updates’).
9.2. InputHealth will upload any Product Updates onto the Server for access and use by the Client through the InputHealth Service as soon as reasonably practicable following the creation and general release of such Product Updates by InputHealth.
9.3. The Client acknowledges that additional downtime for the InputHealth Service over and above the levels specified in Clauses 7 and 8 of this Agreement may apply in the event that InputHealth is required to upload Product Updates.
9.4. The Product Updates will be provided to the Client through the InputHealth Service free of charge subject to all Fees having been fully paid by the Client for the License Period or current Renewal Period as the case may be.
9.5. Use of the Product Updates by the Client through the InputHealth Service will be subject to the same terms and conditions as use of the Product under this Agreement.
10. MAINTENANCE SERVICES
10.1. InputHealth will perform such routine maintenance services as it considers necessary to ensure the proper functioning of the InputHealth Service during the License Period and any Renewal Period including:
10.2. The Client acknowledges that it is solely responsible for the support and maintenance of any computer hardware and non-InputHealth software operated by the Client.
11.1. InputHealth will provide the Authorized Users with basic technical support in relation to the Product and the InputHealth Service during the License Period and any Renewal Period (‘Technical Support’).
11.2. The Technical Support is available to the Authorized Users by:
11.3. When reporting faults to InputHealth, the Authorized Users must provide an accurate description of the problems encountered including error messages and an accurate impact of the problem in order to facilitate the necessary corrective action by InputHealth.
12. ADDITIONAL SERVICES
12.1. The Client may, from time to time, request in writing that InputHealth provide the Client with other services in relation to the Product or the InputHealth Service which may be offered by InputHealth including, without limitation, auditing, data entry, training in the use of the Product or general IT services in relation to the Product or the InputHealth Service (‘Additional Services’).
12.2. Any provision of Additional Services by InputHealth to the Client will be at InputHealth’s sole discretion and subject to a separate written agreement being entered into between the parties in relation to the provision of the Additional Services and the fees payable by the Client to InputHealth.
13. PAYMENT OF FEES
13.1. The Client will pay the Fees and any other fees due and payable to InputHealth under this Agreement in the manner specified or as otherwise invoiced to the Client by InputHealth from time to time.
13.2. The Client acknowledges and agrees that:
13.3. Where applicable, GST and any other taxes, duties or levies will be paid by the Client at the then prevailing rate.
13.4. Where payment of any part or the whole of the Fees is to be made before the Client may access the InputHealth Service, InputHealth may withhold access to the Client until such payments have been made in full.
13.5. If any sum payable under this Agreement is in arrears for more than thirty (30) days, InputHealth reserves the right to charge interest on such overdue sum on a daily basis from the original due date until paid in full.
14. CONFIDENTIAL INFORMATION
14.1. A party shall treat all Confidential Information disclosed by the other party as confidential and shall not, without the prior written consent of the disclosing party:
14.2. It shall be the responsibility of each party to ensure that:
14.3. The confidentiality obligations under this Clause 14 shall survive the expiry or termination of this Agreement.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. Intellectual Property Rights means:
15.2. InputHealth owns and retains, and the Client acknowledges that InputHealth owns and retains all Intellectual Property Rights in:
15.3. Except as agreed to in writing by InputHealth, the Client must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Product or the InputHealth Service in any way for itself or for others or permit such act to be done.
15.4. The Client warrants that it will:
15.5. The Client agrees that it will inform InputHealth immediately if the Client becomes aware that any Intellectual Property Rights of InputHealth are being infringed, or may be infringed, by any third party.
15.6. InputHealth need not initiate action against infringers and may settle any dispute by means it determines to be effective and in the best interests of InputHealth, but where InputHealth, in its sole discretion, determines to initiate action against an infringer, the Client will cooperate with InputHealth to the greatest extent possible at InputHealth’s expense.
15.7. The InputHealth Service contains content from users and other InputHealth licensors. Except if explicit permission is given to Client, it may not copy, modify, translate, publish, broadcast transmit, distribute, perform, display or sell any content appearing on or through the InputHealth Service.
15.8. The InputHealth Service may provide Client with the ability to create, post, or share content (‘Client’s User Content’). InputHealth claims no ownership over Client’s User Content. Client or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content Client generates within the usage of the InputHealth Service.
15.9. The Client represents and warrants that:
15.10. InputHealth makes no intellectual property rights over the material Client provides to the Service, including all Health-related Information whether in identifiable or de-identified formats.
16. PRODUCT OPERATION
16.1. While all due care has been taken, InputHealth does not warrant that the operation of the Product will be uninterrupted or error free or that any third party components of the Product, will be accurate or error free or that the Product will be compatible with any application, program or software not specifically identified as compatible by InputHealth.
16.2. InputHealth’s obligation and the Client’s exclusive remedy during the License Period and any Renewal Period are limited, in InputHealth’s absolute discretion, to:
16.3. The Client acknowledges and accepts that it is the Client’s sole responsibility to ensure that:
16.4. InputHealth will not be liable for any failure of the Product accessed via the InputHealth Service to provide any function not described in the Documentation or any failure attributable to:
16.5. If, upon investigation, a problem with the Product or the Client’s access to the InputHealth Service is determined not to be InputHealth’s responsibility, InputHealth may invoice the Client immediately for all reasonable costs and expenses incurred by InputHealth in the course of or in consequence of such investigation.
17. IMPLIED TERMS
17.1. Subject to Clause 17.2, any condition or warranty which would otherwise be implied in this Agreement by law is hereby excluded.
17.2. Where legislation implies into this Agreement any condition or warranty which cannot be excluded at law, InputHealth’s liability for any breach of such condition or warranty will be limited, at InputHealth’s sole discretion to one or more of the following:
18. LIMITATION OF LIABILITY
18.1. The Client acknowledges and agrees that:
18.2. Except in relation to liability which is not excludable at law, InputHealth is under no liability to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the Client’s access to, or use of, the Product and the InputHealth Service or any other goods or services supplied pursuant to this Agreement including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill, or in respect of a failure or omission on the part of InputHealth to comply with its obligations under this Agreement.
18.3. Without limiting the generality of any other provision of this Agreement, InputHealth will not be liable to the Client in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred by the Client or any third party or which may arise directly or indirectly in respect of:
18.4. Subject to Clause 18.5, the Client warrants that it has not relied on any representation made by InputHealth which has not been expressly stated in this Agreement, or upon any descriptions or specifications contained in any document including catalogues or publicity material produced by InputHealth.
18.5. The Client acknowledges that to the extent that InputHealth has made any representation which is not otherwise expressly stated in this Agreement, the Client has been provided with an opportunity to independently verify the accuracy of that representation.
18.6. The Client will at all times indemnify and hold harmless InputHealth and its officers, employees and agents in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or arising directly or indirectly from:
18.7. To the fullest extent possible by law, InputHealth’s maximum liability arising out of or in connection with the InputHealth Service or Client’s use of InputHealth content, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed $100.
19. LICENSE PERIOD
19.1. This Agreement will commence on the Commencement Date and roll over on a monthly basis until termination in accordance with this Agreement.
20.1. Either party may terminate this Agreement with immediate effect by giving notice to the other party if:
20.2. Each party will notify the other immediately if:
20.3. If for a continuous period of 90 days there are no active Authorized Users of the Client under the Product then InputHealth may elect to terminate this Agreement.
20.4. If the Client fails to pay its monthly Fees for two (2) months or more then InputHealth may terminate this Agreement forthwith.
21. ACTION OF TERMINATION
21.1. Upon the expiry or termination of this Agreement:
(a) the non-exclusive License granted to the Client to use the Product and the Documentation will immediately terminate;
(b) InputHealth will immediately terminate the Client’s connection to the InputHealth Service and cease providing all services to the Client under this Agreement including without limitation the Product Updates, the Maintenance Services, the Technical Support; and
(c) the Client will immediately:
(d) InputHealth may, at any time after 90 days from termination, delete the Client’s data from the Service.
21.2. Termination of this Agreement for any reason will not affect the accrued rights or remedies of either party.
22. FORCE MAJEURE
22.1. Neither party will be liable to the other for delay or failure to perform its obligations under this Agreement if such delay or failure is caused by declaration of war, strikes, acts of God or the public enemy, riots, interference by military authorities, compliance with Government laws and regulations, delays in transit, inability to secure necessary governmental priorities or any fault beyond its reasonable control or without its fault or negligence.
23. DISPUTE RESOLUTION
23.1. In the event of a serious dispute arising between the parties out of or in connection with this Agreement (‘Dispute’), either party may issue a ‘Dispute Notice’ to the other party and, if it does so then the parties must use their best endeavours to try to settle such dispute amicably by negotiation within 14 days of the issuance of the Dispute Notice or within any agreed extended period (‘Negotiation Period’).
23.2. If the Dispute cannot be settled within the Negotiation Period, then either party may notify the other within 7 days after the end of the Negotiation Period that it requires that the parties attempt to settle the Dispute by mediation and the parties must proceed to such mediation as soon as reasonably possible.
23.3. If the Dispute is not resolved through the procedures set out above the parties will thereafter be free to agree to arbitration within 7 days following mediation or, if they do not so agree, then either party may proceed to litigate the matter.
24.1. The Client may not sub-License, transfer or assign any of its rights or obligations under this Agreement without the prior written consent of InputHealth.
25.1. InputHealth may sub-contract the performance of any or all of its obligations under this Agreement.
26.1. Severance: If any part of this Agreement is deemed unenforceable, then if the provision would not be illegal or unenforceable if a word or words were omitted, that word or those words are severed or in any other case the provision is severed and the rest of this Agreement will continue to be legal and enforceable.
26.2. Waiver: The failure of a party at any time to insist on performance of any obligation under this Agreement of the other party is not a waiver of its right:
(a) Each party notifying or giving notice under this Agreement will do so:
(b) A notice given in accordance with Clause 26.3(a) is deemed received:
26.4. Variation: Except as otherwise permitted by this Agreement, no variation to its terms will be effective unless in writing and signed by both InputHealth and the Client.
27. ENTIRE AGREEMENT
27.1. This Agreement is the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any prior agreement, oral or written and any other communications between the parties in relation to the subject matter of this Agreement.
28. GOVERNING LAW
28.1. This Agreement shall be governed by the laws of the Province of British Columbia and each party agrees to submit to the non-exclusive jurisdiction of the courts of British Columbia.
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