Opencare User Terms of Use

Last updated July 21, 2020

Welcome to Opencare! The website(s) including the domain and sub­domains of https://www.opencare.com (the “Site”) referencing this Opencare User Terms of Use (the “Terms of Use”) are owned and operated by Opencare Inc. (“Opencare”, “we” or ”us”), a company incorporated under the federal laws of Canada. These Terms of Use set out important information regarding the terms and conditions of your access and use of the Site and the features and functionality of the Opencare services described below (together with the Site, the “Services”). These Terms of Use form an agreement between Opencare and you. The terms “you”, “your” or “User” refers to the person browsing, accessing or otherwise using the Services (“use” or “using” in these Terms of Use will mean any of the foregoing). If you execute an electronic or paper order form (“Order Form”) with us to purchase Services, the Order Form also forms part of this Agreement and the term “Customer” shall refer to the person executing the Order Form with Opencare.

PLEASE READ THE FOLLOWING CAREFULLY. BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2.

If you do not agree to be bound by these Terms of Use, do not access the Site or use the Services.

1. Electronic Communications.

  1. When you visit the Site or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  2. By creating an account on the Site, you acknowledge and agree that Opencare will send service-related e-mails relating to your account, including service updates, appointment reminders and booking confirmations. These communications can be managed through user features made available through the Site from time to time.
  3. If you are a member of the Opencare mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.
  4. If you sign up through Opencare to receive special offers regarding products and services from our partners, you authorize us, on behalf of your dentist, to share your email address and other Personal Information you authorize with the partner whose offer you wish to receive (for example, a free electronic toothbrush). If you request these special offers, you acknowledge the partner may also send you future offers for health-related benefits, products, and services that may interest you. You can opt out of future communications from Opencare by changing your user settings or emailing privacy@Opencare.com; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use Opencare or receive care from my dentist. You understand that the dentist and/or Opencare may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the dentist or Opencare has already relied on you authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.
  5. By using the Services to book appointments, you acknowledge and agree that Opencare will be transmitting certain of your personal information (which may include protected health information (“PHI”) as that term is defined under the applicable legislation), electronically. You also agree that if you book an appointment with a dentist, we may use your PHI to send you additional offers and communications related to our services. Please see our Privacy Policy for further information on the ways in which we process your personal information. You acknowledge and agree that while Opencare takes commercially reasonable steps to protect the privacy and security of your PHI, no system is completely secure.
  6. You acknowledge and agree that you are solely responsible for providing Opencare with accurate contact information, including your mobile device number and email address, where we may send communications containing your PHI. Opencare is not responsible for user errors and omissions.
  7. As part of the Opencare “Refer a Friend” program, Users may invite others to create an account and try our Services (“Referrals”), subject to the Refer a Friend program terms and conditions available at: https://www.opencare.com/terms/referrals.

2. Changes to these Terms of Use and the Services.

  1. Except where prohibited by applicable law, we reserve the right to change the terms of these Terms of Use at any time by posting a new version to the Site. It is your obligation to monitor the Site for any such changes. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
  2. We reserve the right to change the Services at any time, without notice, provided that if you have executed an Order Form, we agree not to materially degrade any Services purchased by you.

3. Privacy.

  1. How We Use Your Personal Information. we only use your information as described in the Privacy Policy, available at https://www.opencare.com/privacy. We view protection of users’ privacy as a very important community principle.
  2. Our Obligations. Opencare has implemented commercially reasonable technical and organizational measures designed to secure your user data, including any personal information or PHI, from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use user data for improper purposes.
  3. Personal Information Warranty. You represent and warrant to us that any data, information, records and files that you load, transmit to or enter into the Site will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services. If you are using the Services as a Customer in the United States, you agree that you may be required to enter into supplemental agreements for the protection of personal health information, including our Business Associate Agreement available at: https://www.opencare.com/baa.

4. Marketplace Services.

  1. Marketplace. Opencare makes available marketplace Services to allow individuals to search for dentists and schedule appointments. You agree to use the Opencare marketplace only for any the following purposes and for no other purpose:
    1. finding a health care provider for yourself or another person;
    2. reading reviews and ratings of health care providers;
    3. submitting your own reviews and ratings of health care providers with whom you have a relationship;
    4. inviting friends and family to join Opencare;
    5. or any other purpose authorized by Opencare from time to time;
  2. Further, any review of a health care provider that you submit to be included on the Site or Marketplace:
    1. will be a true representation of your experience with the particular health care provider;
    2. will not be false, misleading, or untrue; and
    3. will not include your name or any other personally identifiable information that may be used to identify you or another patient including, but not limited to, any contact information email addresses, instant messenger usernames, telephone numbers, postal mail addresses, website URLs, or full names through your publicly posted information. Reviews that include personally identifiable information will be edited to remove such information. Opencare further reserves the right to refuse to post any review that contains personally identifiable information.

5. Opencare Marketplace Billing and Payment.

  1. Fees. Dental practices who use the Opencare marketplace Services are “Providers”. Opencare shall charge Providers a fee for all appointments booked through the Services that meet criteria specified in Opencare’s policies for Providers (“Appointments”).
  2. Billing. Providers must provide valid credit card information to Opencare to use the marketplace Services. Unless otherwise agreed to, Opencare will bill the Provider monthly for fees in connection with completed appointments booked through Opencare during the previous month.
  3. Cancelled Appointments. Opencare assumes that all requests submitted by patients through the Opencare platform for Providers will be successfully completed, and will bill for such appointments, unless the Provider indicates otherwise (either by cancelling the request or by marking a scheduled patient as a no show).
  4. Refunds. Opencare may refund fees paid by a Provider where the Provider requests such refund in a reasonable timeframe and the appointment was cancelled or the patient was a no show.

6. Revenue Cycle Management.

  1. RCM Services. Opencare also makes available Revenue Cycle Management Services to Providers that have purchased such Services. Revenue Cycle Management Services shall be set out on the Order Form and may include:
    1. insurance verification;
    2. claims submission, which means submission to payors of charges, exclusions, denials and secondary claims within statutory periods;
    3. insurance accounts receivable follow up, which means appropriate correspondence with payors (including research, and resubmission of denials), customer service (e.g., billing inquiries) and claims appeals;
    4. payment posting, which means receipt from Customer of EOBs or other patient payment information, receipt from private payors of electronic remittance advices and other 835 files, and submission of relevant data to Customer;
    5. provision of the following standard month-end reports: account receivables summaries, productivity reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments, and standing accounts receivable) and management summary; and
    6. refund processing;
  2. Customer Data. If you subscribe to the Revenue Cycle Management Services, you agree that Opencare will be required to collect, use, and process data from your organization (including personal health information) for the purpose of providing the Services. If you are a United States Provider or Customer, you agree to accept the terms of Opencare’s Business Associate Agreement at https://www.opencare.com/baa which are incorporated into this Terms of Use. Customer shall make available all billing and encounter information and documentation for all patients in a format reasonably requested by Opencare. Opencare is not responsible for inability to perform the Services due to incorrect information, improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or software. Customer shall maintain an accurate backup copy of all data provided to Opencare. Customer acknowledges that transferring Customer Data in connection with the Services is subject to the possibility of human and machine errors, omissions, and losses, including inadvertent loss of data, or damage to media that may give rise to loss or damage. Customer is responsible to adopt reasonable measures to limit the impact of such problems.
  3. Third-Party Payors. All reimbursements from third-party payors shall be received directly by Customer. Customer shall promptly send all insurance correspondence and EOBs (or complete copies of these documents) to Opencare. Customer agrees to follow any control procedures implemented by Opencare that are designed to ensure the proper transmission and receipt of such information. Customer agrees to provide Opencare with audit control figures containing all patient visits and payments collected so that Opencare may balance charges and payments posted by Opencare back to Customer totals. In the event that Customer utilizes a lockbox to receive insurance payments, Customer shall give Opencare proper access to such lockbox to enable Opencare to retrieve documents and images sent to such lockbox.

7. RCM Payment Terms.

  1. Fees. Pricing for use of any Paid Services will be set out in an Order Form (the “Fees”). Opencare may vary the Fees, subject to Opencare giving you not less than 30 days’ notice of such increase prior to the end of the then-current billing term.
  2. Credit Cards. A valid credit card is required for paying accounts. Customer shall: (i) keep the billing, credit card and payment information provided to Opencare or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; (ii) promptly advise Opencare if Customer’s credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Customer’s failure to pay any Fees billed to Customer by Opencare caused by Customer’s failure to provide Opencare with up to date billing information.
  3. Pre-authorized Payment. By providing a credit card to Opencare as part of account set-up for Customer’s monthly or annual pre-authorized payments, Customer authorizes Opencare to charge Customer’s credit card for all outstanding fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Opencare’s good and sufficient authority for so doing.
  4. Payment Terms. All payments of Fees for use of the Services are due and payable in accordance with the Order Form. Any payment not received from Customer by the due date will accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher; from the date such payment was due until the date paid.
  5. Overdue. If Customer’s account is thirty (30) or more days overdue, in addition to any of its other rights or remedies, Opencare reserves the right to suspend use of the Services provided to Customer, until such amounts are paid in full.
  6. Taxes and Deductions. Customer agrees to pay all applicable sales taxes, fees, value-added surcharges, import and export duties, and other assessments levied by federal, state, provincial, local and other governments related to its payments to the other under this Agreement.

8. Proprietary Rights.

  1. Opencare Materials. All materials on this Site and Services, including, without limitation, ratings reviews, information, images, illustrations, audio clips, video clips, surveys and special promotions, are protected by intellectual property rights owned and controlled by Opencare, its affiliates, or their third-party licensors. Material from the Site or Services may not be copied, downloaded, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written consent of Opencare or except as specifically permitted on the Site or Services. Except as to the authorized use of material from the Site or Services by Providers or Customers, use of material for any purpose and other than your own personal, non-commercial or home use is a violation of copyrights and other intellectual property rights. The use of any such material on any other website, social network, blog, handheld device application, web-based application, or networked computer is prohibited. The Services and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.
  2. Customer Data. Customer shall exclusively own all Customer Data. Customer hereby grants Opencare a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to handle Customer Data to: (i) provide Customer any service or Work Product set out in this Agreement and applicable SOW; (ii) generate Aggregate Data (as defined below); (iii) sublicense the right referred to in subsection (i) to any Subcontractor solely to the extent necessary to enable such Subcontractor to fulfill its obligations to Opencare, subject to additional terms in the Business Associate Agreement, if applicable.
  3. Work Product. So long as all Fees owing to Opencare under this Agreement have been paid in full, Customer shall own the Work Product subject to Opencare retaining a non-exclusive, perpetual, irrevocable license to access and use the Work Product to generate Aggregate Data to improve the Serviced and to provide data-driven recommendations; provided that notwithstanding the foregoing or anything else in this Agreement, Opencare shall retain sole right, title and interest in all of Opencare’s intellectual property rights, know-how, copyrights, techniques, tools, applications, technology, information, ideas, methods, and any other property or proprietary rights which were incorporated in or were necessary to the use or creation of the Work Product or any portion thereof.
  4. Aggregate Data. In using the Services, and subject to the terms of an applicable Business Associate Agreement, Customer hereby grants Opencare full rights to de-identify data and information collected so that it does not identify Customer as a user, identify specific Customer service usage, or contain any other confidential Customer information (“Deidentified Data”). Customer agrees that Opencare: (i) has full ownership over Deidentified Data regardless of any Intellectual Property Rights in Data or work derived from Data; (ii) has full license to create derivative works and extract information from Deidentified Data; (iii) has full license to combine Deidentified Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of Opencare’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means. Opencare does not claim any ownership interest in the Customer Data, but Opencare does retain the right to create, use, store, disclose, sell and publish Deidentified Data. Customer Intellectual Property Rights in any Content, if any, do not confer any rights of access to the Site, the Services or any rights to data stored by or on behalf of Opencare. Opencare will not disclose User information or Customer Data other than on an Aggregate Basis (as defined below), except with Customer’s express consent. “Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the Customer’s name, with other information from any or all other Customers of the Services. Opencare asserts that user information used on an Aggregate Basis will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.

9. Feedback.

  1. Opencare welcomes your comments on our Services. By submitting suggestions, comments, materials or other feedback (the “Feedback”) to Opencare, you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and Opencare is under no obligation of confidentiality with respect to the Feedback; and (ii) Opencare will be entitled to use, disclose or otherwise exploit such Feedback for any purpose, in any way, in any manner, and without consent of or accounting or compensation of any kind to you.
  2. We reserve the right to monitor all Feedback posted to the Site to ensure compliance with these Terms of Use and applicable laws. Where we have determined in our sole discretion that Feedback is in violation of these Terms of Use or any content guidelines we may establish, or is otherwise unacceptable or contrary to applicable law, we reserve the right to remove, edit, move such Feedback.

10. Use of the Term “Partner”.

The use of term “partner” on this Site and in any other materials is not intended to indicate that the “partners” are in a legal partnership with Opencare. Rather, the term is used in a marketing sense to show participation by the other parties involved in the Opencare products and services.

11. User Account for Opencare Services.

  1. To access certain features of the Services, you may be required to successfully sign up for a user account on the site and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services.
  2. Opencare is entitled to act on instructions received through your account. Opencare is not responsible for any actions taken or transaction made to or from your accounts by any other party using your User ID.

12. Your Responsibilities When Using the Services.

  1. Customer represents, warrants and covenants that:
    1. the provision of the Customer Data to Opencare and Opencare’s contemplated use of the Customer Data pursuant to this Agreement complies with all laws, and Customer has received all necessary third party approvals and consents with respect to the Services;
    2. the Customer Data, and Opencare’s use of the Customer Data, do not and will not infringe or violate the intellectual property rights or other rights of any third party; and
    3. it meets all applicable medical practice, licensure and ethical standards. Without limiting the foregoing, Customer shall ensure that each professional employee and contractor of Customer providing medical or other professional services has an unrestricted license to practice medicine or other profession in the state(s) or provinces in which they practice, and Customer will inform Opencare immediately of any change in the status of any such unrestricted license.
  2. You agree to:
    1. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;
    2. upload and disseminate only content or information that you own all required rights to under law and do so only consistent with applicable law;
    3. use reasonable efforts to prevent unauthorized access to or use of the Services;
    4. keep User IDs and all other login information confidential;
    5. monitor and control all activity conducted through you account in connection with the Services; and
    6. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.

13. No Unlawful or Prohibited Use.

You will not use the Services in violation of these Terms of Use or of any applicable law. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

  1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Site any data, information, pictures, videos, music or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person, including reviews that are not representative of your experience; (iv) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
  2. share, transfer or otherwise provide access to an account designated for you to another person;
  3. use any of the Services to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website or use any paid advertising platform to promote links that direct to the Opencare domain or use the Opencare trademark;
  4. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Site (e.g., a denial of service attack);
  5. attempt to gain unauthorized access to the Site;
  6. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code; or
  7. use the Services for the purpose of building a similar or competitive product or service;
  8. authorize, permit, enable, induce or encourage any third party to do the above.

14. Information Made Available by Third Parties.

You acknowledge and agree that:

  1. the list of health care providers listed on the Site may not be a complete list of every health care provider within the specified specialty category or specified distance of the addressed specified and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
  2. the information contained about a particular health care provider may not be accurate or complete and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
  3. any map displayed may not be complete, accurate, or up-to-date;
  4. any request to show results of health care providers who are accepting new patients may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
  5. any records of a particular health care provider that states such health care provider accepts new patients may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
  6. the inclusion of any health care provider on the Site is not an endorsement of such health care provider by Opencare and does not in any way mean that Opencare has conducted any due diligence or other investigation regarding the health care provider;
  7. the Site is NOT to be used by you as a source of medical advice or for the diagnosis of any medical condition; and
  8. in the event of an emergency, you will call 9-1-1 and not rely on the information contained in the Site;

15. Linked Sites.

The Site may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Site from third party systems. Opencare does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under Opencare’s control, and if you choose to access any such content, websites, or services, or to access the Site from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

16. Malicious Code and Security.

The downloading and viewing of content are done at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or that the Site, or any links from the Site, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.

You are prohibited from attempting to circumvent and from violating the security of the Site including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching Site security or authentication measures; (c) restricting, disrupting or disabling service to Site users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Site, including but not limited to by introducing any material that is malicious or technologically harmful.

17. Communications Not Confidential.

We do not guarantee the confidentiality of any communications made by you through the Site. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site.

18. Disclaimer and Disruptions or Interruptions in Service.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE SITE AND ALL MATERIALS PROVIDED THROUGH THE SITE OR OTHERWISE BY OPENCARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED AND OPENCARE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUITE ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SITE IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY OPENCARE FOR WHATEVER REASON, EVEN IF OPENCARE HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, OPENCARE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS OPENCARE HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, OPENCARE WILL USE IT REASONABLE EFFORTS TO RETURN SERVICE AS SOON AS REASONABLY POSSIBLE.

19. Indemnity.

You agree to defend, indemnify and hold us, our affiliates and each of their and our officers, directors, agents, and employees, and any licensees, successors and assigns harmless from any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

  1. your breach of any provision of these Terms of Use or any documents referenced herein;
  2. your violation of any law or the rights of a third party (including intellectual property rights); or
  3. your use or the use by any third party using your User ID of the Services.

20. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $1,000, OR, IF YOU HAVE EXECUTED AN ORDER FORM WITH OPENCARE, THE TOTAL AMOUNT OF FEES PAYABLE BY YOU TO OPENCARE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO LIABILITY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

21. Term and Termination; Survival.

  1. These Terms of Use will commence on the day you first use the Services and will continue for as long as you use the Services or until terminated in accordance with the provisions of these Terms of Use (the “Term”). If you have not executed an Order Form, at any time, Opencare may: (i) suspend or terminate your rights to access or use the Services; or (ii) terminate these Terms of Use; if, in the sole discretion of Opencare, you fail to comply with any of these terms of these Terms of Use or engage in any fraudulent activity. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Services. For greater certainty, if you continue to use any portion of the Services after these Terms of Use has been terminated, the Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of this Site.
  2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 3.c (Personal Information Warranty), 4 (Proprietary Rights), 15 (Linked Sites), 16 (Malicious Code and Security), 17 (Communications Not Confidential), 18 (Disclaimer and Disruptions or Interruptions in Service), 20 (Limitations of Limit) 19 (Indemnity), 21.b (Survival), and 23 (General).

22. Geographical Restrictions.

Opencare makes no representation that Services are appropriate or available for use in locations outside of Canada or the United States. We provide the Services for use only by persons located certain cities in Canada and the United States. If you choose to access this site from locations outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws, if and to the extent, local laws apply.

23. General.

  1. Governing Law. These Terms of Use are governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction
  2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  4. Severable. If any provision of these Terms of Use proves unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions.
  5. Assignment. You do not have any right to assign these Terms of Use or any of your rights to the Services to any third party without our prior written consent. Opencare may assign any or all of its rights and obligations under these Terms of Use and Order Form to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
  6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

24. Request Customer Support or Submit Questions/Suggestions.

When you request assistance with viewing your profile, logging on to the Site, or accessing your account, we will respond to you via e-mail or telephone.