Terms of Service
Last Updated: January 15, 2016
BY INSTALLING, DOWNLOADING, ACCESSING OR OTHERWISE USING (“USE” IN THIS TERMS OF SERVICE WILL MEAN ANY OF THE FOREGOING, AND “USING” WILL HAVE A CORRESPONDING MEANING) THE PLATFORM (AS THAT TERM IS DEFINED BELOW), YOU: (A) REPRESENT AND WARRANT TO, AND COVENANT WITH, US THAT YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE PLATFORM (AS THAT TERM IS DEFINED BELOW). IF YOU ARE ACCESSING OR USING THE PLATFORM (AS THAT TERM IS DEFINED BELOW) ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
The following Terms of Service (the “Terms of Service“) govern your access to and use of: (a) our website located at sub-domains of http://ratchethealth.com (the “Website”); and (b) all other services provided by Ratchet, as described on, or provided through, the Website or the Application, including our services to enable healthcare providers (“Healthcare Providers”) and their patients to engage with each other in order to track and improve patient care and outcomes (collectively, the “Platform”). These Terms of Service form an agreement between Ratchet Technologies Inc. (“Ratchet“, “us”, “we”, “our”) and you. The term “you” refers to the person or entity visiting the Website, browsing or otherwise using the Platform.
The Platform is provided solely (the “Permitted Use”) to assist you in engaging with Healthcare Providers and to track your patient care using the Website or the Application in compliance with applicable law and guidelines adopted by Ratchet from time to time (the “Platform Services”).
Changes to these Terms of Service and Platform
Except where prohibited by applicable law, Ratchet reserves the right to change these Terms of Service at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly. Ratchet reserves the right to change any information, material or content contained on or provided through the Platform (the “Content“) at any time, and from time to time, without notice. For greater certainty, Content may include third party content.
Use of the Platform
As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Platform in accordance with these Terms of Service; and (d) all information supplied by you on the Platform is true, accurate, current and complete.
Ratchet retains the right, at its sole discretion, to deny you access to the Platform or the services it offers, at any time and for any reason, including for violation of these Terms of Service. You will cease and desist from any such access or use immediately upon request by Ratchet.
Subject to these Terms of Service, Ratchet grants you a personal, revocable, non-exclusive and non-transferable license during the Term to access and use the Platform.
Subject to these Terms of Service, you grant to Ratchet a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that: (a) you load, transmit to or enter into the Platform (including through a mobile device); or (b) we collect from your local computer system or mobile device or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof, including for the purpose of: (i) providing the Platform Services; (ii) complying with applicable law; and (iii) Ratchet’ reasonable audit and data retention policies.
A User ID and password may be created for you by your Provider. 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, and you will not collect or harvest any personal data of any other user of Ratchet. Ratchet reserves the right to disable any User Account issued to you at any time in Ratchet’s sole discretion. If Ratchet disables access to a User Account issued to you, you may be prevented from accessing the Platform, or your account details.
Term and Termination
These Terms of Service will commence on the day you first use the Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Service as follows: (a) Ratchet may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at Ratchet’s sole discretion, by email (at your current email address on file with Ratchet) or through the Platform; (b) you may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted, ceasing use of the Platform and uninstalling and removing all local software components thereof.
All Content, including all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Ratchet and are protected by copyright, trade-mark and other intellectual property laws.
Ratchet expressly reserves all rights in the Platform and all materials provided by Ratchet in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Ratchet in connection with these Terms of Service (including the Content), and any update, adaptation, translation, compilation, aggregation, customization or derivative work thereof, and all intellectual property rights therein will remain with Ratchet (or third party suppliers, if applicable), and that the Platform and all materials provided by Ratchet hereunder are licensed and not “sold” to you.
All contents of the Website and the Application are: © 2016 Ratchet Technologies Inc.
No Unlawful or Prohibited Use
You will not, without Ratchet’s prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in Ratchet’s sole discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Platform or the Content; (g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution; (i) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform or the Content; (l) use or access the Platform in a manner that violates the rights (including intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by Ratchet in its sole discretion.
Maintenance and Availability
Scheduled system maintenance shall take place from time to time, and during such time, updates to Platform or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. Platform or some aspects thereof may require an Internet connection. We make no representation that Platform is available or permitted in any particular location. Use of Platform is void where prohibited. You use Platform at your own initiative and are responsible for compliance with any applicable laws in connection with your use thereof. Ratchet may also impose limits on the use or access to Platform as required by law. Platform is not designed for the delivery of time sensitive or life critical medical or health-related communications. IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. Patient specifically acknowledges that outage and downtime may occur, as may Provider error in communicating via Platform, including via the Patient Portal. Patient acknowledges the limitations inherent in communication technology and that it is not entitled to assume that the end user interacting with Patient via the Patient Portal necessarily is the Provider.
Acknowledgement Regarding SMS Messages and Email Notifications
To the extent the Patient Portal enables you receive SMS messages, the standard text messaging rates or other carrier charges may apply to such use. Further, to the extent the Patient Portal has Email notification capability, YOU CONSENT TO RECEIVE COMMUNICATIONS FROM RATCHET.
(a) License Granted to Us in Patient Content
As part of PLATFORM, Patients and Caregivers may have the ability to submit text, photos and personalized information to Provider. In order to allow for this type of exchange, we need to provide that Patients and Caregivers that contribute Content about a Patient (“Patient Content”) expressly permit the uses that we envision. We do not claim ownership rights in the Patient Content, however, if and only if you post or share Patient Content (or allowing a Caregiver to do so on your behalf) through the Patient Portal, you hereby grant us a non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license under any of your applicable intellectual property or other rights protecting the Patient Content to use, display, reproduce and distribute the same (in whole or in part) in order to provide elements of PLATFORM as it pertains to communication between the Provider and you.
(b) Patient Content You Submit
You may not provide any Patient Content that is malicious, defamatory, pornographic, abusive or threatening, or that promotes illegal or immoral activities. It is important to us that users do not use PLATFORM to infringe the rights of others. You represent to us that, to your knowledge (a) you have the right to share the Patient Content via the Patient Portal; and (b) the posting and sharing of your Patient Content does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. If you are a Caregiver, you further represent and warrant that you have all necessary rights, licenses, consents and approvals from Patients and any necessary third parties to provide us with any Patient Content (including Patient health information) in connection with PLATFORM. We reserve the right to remove any of Patient Content from PLATFORM in our sole discretion, including because it does or may infringe another party’s rights.
Third Party Content and Websites
The downloading and viewing of Content is done at your own risk. Ratchet cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, 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 Platform.
Health Services Disclaimer
Health Services. All of the Healthcare Providers who deliver medical or healthcare services through the Platform are independent professionals solely responsible for such services. You acknowledge and agree that Ratchet does not provide medical or health advice, diagnosis, or treatment, and is strictly a technology platform and infrastructure for connecting patients with independent third party Healthcare Providers, including physicians. You acknowledge and agree that the Healthcare Providers using the Platform are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical services, advice, instructions, treatment decisions, and other professional health care services performed, and that all diagnoses, treatments, procedures, and other health care services are provided and performed exclusively by or under the supervision of Healthcare Providers, in their sole discretion, as they deem appropriate.
Application Content. None of the Application content (other than information you receive from a Healthcare Provider) should be considered medical advice or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you.
Platform Not a Substitute for Physician Relationship. The Platform is not intended to replace a primary care physician relationship or be your permanent medical resource. You should seek emergency help or follow-up care when recommended by a Healthcare Provider or when otherwise needed, and continue to consult with your primary care physician and other healthcare professionals. As with any health-related service, there are potential risks associated with the use of the Platform. These risks include, but may not be limited to, the following:
information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate health care decision making by the Healthcare Provider;
delays in evaluation or treatment could occur due to failures of the electronic equipment;
a lack of access to all of your health records may result in adverse drug interactions or allergic reactions or other judgment errors; or
security protocols could fail, causing a breach of privacy of personal health information.
GENERAL DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. RATCHET DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. RATCHET DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, RATCHET EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY LAW, RATCHET DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, 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 PLATFORM OR THE CONTENT IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PLATFORM IS NOT FAULT-TOLERANT AND NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT, EMERGENCY SITUATIONS, OR OTHER HAZARDOUS ACTIVITIES (“HIGH RISK ACTIVITIES”). TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
IN NO EVENT WILL RATCHET BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT RATCHET IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THIS TERMS OF SERVICE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL RATCHET BE LIABLE FOR (A) LIBEL, SLANDER, DEFAMATION OR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE PLATFORM OR THE CONTENT; (B) DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACT, DEFAULT, NEGLECT OR OMISSION IN THE USE OF THE PLATFORM OR THE CONTENT; (C) DAMAGES ARISING OUT OF THE TRANSMISSION OF MATERIALS OR MESSAGES ON THE PLATFORM WHICH IS IN ANY WAY UNLAWFUL; OR (D) ANY ACT, OMISSION OR NEGLIGENCE OF ANY HEALTHCARE PROVIDER OR OTHER THIRD PARTIES.
TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF RATCHET IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, EXCEED [TEN CANADIAN DOLLARS ($10)] OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You will defend, indemnify and hold harmless Ratchet and all of its officers, directors, employees and agents from and against 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, brought in connection with or as a result of:
your breach of any of your warranties, representations or conditions under these Terms of Service or any documents referenced herein;
your violation of any law or the rights of a third party (including intellectual property rights);
your use of the Platform, including use of the Platform in connection with any High Risk Activities;
your lack of adherence with the advice or recommendations of any Healthcare Provider; or
your use of any third party content or website.
Governing Law and Jurisdiction
These Terms of Service will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Platform or the Content, 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 Vancouver, British Columbia, Canada in all disputes arising out of or relating to the use of the Platform or the Content.
You will only use the Platform and the Content in jurisdictions where the Platform and the Content may lawfully be used.
Entire Agreement, Waiver; Severability; and English Language
These Terms of Service constitute the entire agreement between Ratchet and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Ratchet with respect to the Platform. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Ratchet’s failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provisions or right.
If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.
It is the express wish of the parties that these Terms of Service 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.