CLINICMONK™ – Terms Of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

These terms of service, our Privacy Policy and Data Processing Agreement (wherever applicable) (collectively, these “Terms”) govern your subscription to and use of the Platform and Services. Please read these Terms carefully. Capitalized terms have the definitions set forth in these Terms. By completing the registration process, creating an account or accessing or using any of the Platform or Services, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) if you are an individual, you are of legal age to form a binding contract with ClinicMonk™, (3) the Information you provided in connection with your registration for the Platform and Service are true, accurate and complete, and (4) you have the authority to enter into these Terms personally or on behalf of the business entity you have named as the user, and to bind that business entity to these Terms. Certain portions of the Platform may be subject to “open source” or “free software licenses”, and those components will be governed by their respective terms of use and not by these Terms.

By clicking on the “I accept” button, you acknowledge and accept that these Terms become a binding legal commitment between you (or the business entity that you represent) and The McCance Method Inc. and its respective officers, directors, business affiliates, successors and assigns (hereinafter referred to as “ClinicMonk™,” “we” or “us”) and will govern your access to and use of the Platform and Services and all other interactions with ClinicMonk™ related to the Platform and Services.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM AND/OR CREATE A PLATFORM ACCOUNT, AND/OR USE OR ACCESS THE PLATFORM OR SERVICES. YOU SHALL BE DEEMED TO HAVE ACCEPTED AND CONSENTED TO THESE TERMS IF YOU DO ANY ONE OR MORE OF THE FOREGOING ACTS. IF THERE IS A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED INTO THESE TERMS BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

ClinicMonk™ reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

ClinicMonk™ is only providing the Platform for your business use without any promise of exclusivity. ClinicMonk™’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not ClinicMonk™’s employees, contractors, or representatives. ClinicMonk™ is not responsible for any interactions between you and your customers, other than providing access to the Platform. ClinicMonk™ is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

a.Restrictions. You must be at least over the age of majority in your jurisdiction to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are over the age of majority in your jurisdiction.

b.Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, you represent and warrant that you are the owner of the Platform Account unless you are acting on behalf of an organization or business entity, in which case, that organization or business entity is the owner of the Platform Account. If you accept these Terms on behalf of an organization or business entity, you represent and warrant that you have the authority to bind the business entity to these terms. If there is a dispute regarding the ownership of a Platform Account, ClinicMonk™ reserves the right to request documentation to determine the rightful owner. In resolving an ownership dispute, ClinicMonk™ may consider, without limitation, the following factors: (a) the identity of the individual or entity that has consistently paid the Fees for the Platform Account via the credit card or other payment method on file; (b) the identity of the individual who created the Platform Account; (c) verifiable, government-issued documentation demonstrating ownership of the underlying organization or business entity associated with the Platform Account (e.g., articles of incorporation, business license, partnership agreement); (d) a court order or other binding legal settlement agreement; and (e) any other documentation or evidence ClinicMonk™ deems relevant to the dispute. ClinicMonk™ reserves the right to disregard any documentation it believes, in its sole discretion, to be fraudulent, tampered with, or otherwise unreliable. If a rightful owner cannot be reasonably determined by ClinicMonk™, or if the disputing parties fail to provide a resolution, ClinicMonk™ reserves the right to suspend or terminate the Platform Account until the parties have reached a mutual written agreement or a court of competent jurisdiction has issued an order resolving the dispute. You agree to defend, indemnify, and hold ClinicMonk™ harmless from any and all claims, liabilities, and expenses (including reasonable lawyers’ fees) arising out of or related to ClinicMonk’s resolution of any ownership dispute. By agreeing to these Terms, you waive any claims against ClinicMonk™ arising from our management of your Platform Account and our resolution of any ownership disputes.

c.Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that you and your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. ClinicMonk™ reserves the right to monitor the use of the Platform by you and your customers. If ClinicMonk™ determines, in its sole discretion, that your customer’s or a user’s account registered or subscribed through your Platform Account (each, a “Sub-Account”) is engaging in suspicious activity, violating applicable law, or is otherwise in breach of these Terms, ClinicMonk™ may request that you suspend or terminate the Sub-Account’s access to the Platform. You agree to promptly comply with any such request. Failure to do so may result in the suspension or termination of your Platform Account. In addition, you represent and warrant that: (i) you and your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) you are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) you are fully responsible for the use of the Platform by your customers; (iv) you, your employees, agents and customers will not misrepresent the Platform or the Services; (v) you will ensure that your employees or other personnel with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms; (vi) you own or control all rights in and to all content you provide to ClinicMonk™, including, but not limited to, any code provided to customize the Platform for your customers; (vii) you, your employees and other personnel, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider; (viii) you will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (ix) you will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (x) you will not remove any proprietary notices or labels.

d.Compliance. You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to Health Insurance Portability and Accountability Act (HIPAA), Personal Health Information Protection Act (PHIPA), E-Health (Personal Health Information Access and Protection of Privacy) Act (PHIAPP), Health Information Act (HIA) and other data privacy laws such as the Personal Information Protection and Electronic Documents Act (PIPEDA), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), Utah Consumer Privacy Act (UCPA), Connecticut Data Privacy Act (CTDPA), PCI DSS, Gramm-Leach-Bliley Act, all tax laws, regulations, and obligations, applicable accessibility laws and standards (collectively, “Applicable Laws”), including ensuring websites, applications, and communications created using the Platform meet relevant accessibility requirements for your jurisdiction and customer base, and other similar laws and regulations, whether currently in effect or enacted in the future. You are solely responsible for determining, calculating, collecting, reporting, and remitting all taxes applicable to your business operations and customer transactions. ClinicMonk™ provides technology tools only and is not engaged in providing tax, accounting, legal, or professional services advice. ClinicMonk™ is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to the laws and regulations listed above, tax laws, sales tax regulations, VAT/GST requirements, and other similar laws and regulations.

e.Information. As between you and ClinicMonk™, you own and have control over the Information. By transmitting, storing, displaying, processing or otherwise using Information in any way with respect to the Platform or Services, you represent and warrant to ClinicMonk™ that: you have made all required disclosures and have all rights, consents, permissions, titles and interests in and to Information to use the Information with the Platform and to grant ClinicMonk™ the rights in and to the Information, all without violating or infringing any Applicable Laws, third-party rights (including intellectual property, publicity or privacy rights), or any terms or privacy policies that apply to the Information. Subject to ClinicMonk™’s obligations regarding the Information in ClinicMonk™’s custody or control, you are solely responsible for the Information, including its content and accuracy and compliance with Applicable Laws. You hereby grant to ClinicMonk™ a royalty-free, fully-paid, worldwide, transferable, sub-licensable licence during the Term to use, process, copy, distribute, transmit, display, edit, delete, modify, and translate the Information for (a) the proper transmission, processing, display or other usage or performance of the Information in connection with the Services and the provision of the Platform; (b) the performance of ClinicMonk™’s obligations and exercise of ClinicMonk™’s rights under these Terms; and (c) the performance of ClinicMonk™’s obligations to its licensors, service providers and data processors, including providing Information to such service providers as required under applicable licensing, data processing and subprocessing, or similar agreements.

f.Privacy. You agree that ClinicMonk™ has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. You acknowledge that ClinicMonk™ acts as a processor and service provider when providing the Platform to you. You use the Platform to store and process your own customers’ or prospective customer’s personal information and non-personal information (e.g., inquiries, referral sources, and other business contacts) including to: (i) manage leads, inquiries, referrals, and consult requests; (ii) communicate with prospective clients and contacts via email, SMS, phone, and other communication tools; (iii) track and organize lead status, follow-ups, and conversion activity; (iv) automate administrative workflows, reminders, and marketing communications for your clinic or practice; (v) offer or provide your own Materials; or (vi) send electronic communications; and (vii) otherwise collect, use, share or process personal information. In these cases, your privacy policy, will apply to the processing of your customers’ personal information. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and privacy policy, providing the level of protection required by Applicable Laws and at least equal to that provided by ClinicMonk™ under these Terms. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and Applicable Laws.

g.Data Subject Rights Management. You are solely responsible for managing and responding to all data subject rights requests from your customer and end users under applicable privacy laws, which may include requests for access, deletion, correction, portability, restriction of processing, and objection to processing of personal data. You must establish and maintain appropriate procedures to receive, document, respond to, and fulfill such requests within the timeframes required by applicable privacy laws. If ClinicMonk™ receives any data subject rights requests directly from your customers or end users, ClinicMonk™ may direct those requests to you, and you shall promptly respond to and fulfill those requests in accordance with applicable law. You shall indemnify and hold ClinicMonk™ harmless from any claims, damages, or liabilities arising from your failure to properly respond to or fulfill data subject rights requests.

h.Data Breach Notification. You are solely responsible for complying with all applicable data breach notification laws and regulations. If you discover or are notified by ClinicMonk™ of a security incident affecting personal data processed through the Platform, you shall: (a) promptly investigate the incident and take appropriate remedial measures; (b) determine if the incident triggers any notification obligations under Applicable Laws; (c) make all legally required notifications to affected individuals, regulatory authorities, and other required parties within the timeframes specified by Applicable Laws; (d) bear all costs associated with such notifications and remedial measures; and (e) promptly inform ClinicMonk™ of any notifications made to regulatory authorities or affected individuals. ClinicMonk™ reserves the right, but has no obligation, to review and approve the content of your notifications prior to their distribution. Nothing in this section shall be construed to limit ClinicMonk™’s own obligations to notify you of security incidents for which ClinicMonk™ is directly responsible.

i.Data Retention and Deletion. You are solely responsible for establishing and implementing appropriate data retention periods and deletion procedures for personal data processed through the Platform, in compliance with all applicable privacy laws and regulations. You shall not retain personal data for longer than necessary to fulfill the purposes for which it was collected, or as required by Applicable Laws. Upon termination of your Platform Account or upon request from your customers or end users in accordance with their data subject rights, you shall ensure the timely deletion or anonymization of personal data as required by Applicable Laws. You acknowledge that ClinicMonk™ may retain certain information as required by Applicable Laws or for legitimate business purposes, but that retention by ClinicMonk™ does not relieve you of your own data retention and deletion obligations.

j.Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify ClinicMonk™ immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. ClinicMonk™ reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in ClinicMonk™’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You shall take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. In addition to maintaining the confidentiality of your Login Credentials, you are responsible for implementing all recommended security protocols and best practices provided or made available by ClinicMonk™, including but not limited to enabling two-factor authentication (2FA) for your Platform Account and all associated Sub-Accounts. ClinicMonk™ shall not be liable for any damages, losses, or liabilities arising from or related to any security breach, data compromise, or unauthorized access to your Platform Account that results from your failure, or the failure of your customers and users, to implement recommended security measures. You give consent to ClinicMonk™ to access and monitor your Platform Account and Sub-Accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

k.Use of Communication Services. The Platform may include certain communications features such as RCS, SMS, MMS, email, voice call capabilities and other methods. Separate Communication Surcharges for these services may apply and will be charged to your invoice. Communication Surcharges are subject to the terms of service of the applicable Third-Party Service Provider and may also include administrative fee by ClinicMonk^TM. Upon cancellation or termination of your Platform Account, all phone numbers procured through the Platform on your behalf will be released within fourteen (14) days. Notwithstanding the foregoing, if your customer ported an external phone number to the Platform for use in their Sub-Account, that number is the property of the Sub-Account owner. You hereby authorize ClinicMonk™ to release such ported phone numbers within fourteen (14) days to the applicable Sub-Account owner upon their request following the cancellation or termination of your Platform Account.

l.Third-Party Services. You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third-Party Services through the Platform, you grant permission to ClinicMonk™ to share your data with the Third-Party Service Providers in order to facilitate the integration and use of the Third-Party Services through the Platform. You also represent and warrant that you have the appropriate consents for importing any data (including data of your customers) that you request ClinicMonk™ to import from other Third-Party Services and/or are the rightful owner of such data. ClinicMonk™ is not responsible for, and ClinicMonk™ hereby disclaims any liability for, any act or omission of any Third-Party Service Provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether ClinicMonk™ endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against ClinicMonk™ with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. ClinicMonk™ disclaims all liability related to outages or downtime of Third-Party Services.

ClinicMonk™ does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. ClinicMonk™ may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your Platform Account, certain features, functionality, or Services, including Third-Party Services (such as phone numbers or email services provided by a Third-Party Service Provider), may not be recoverable or retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and ClinicMonk™ is still incurring costs on your behalf related to Third-Party Services (such as the costs of securing a particular phone number on your behalf), ClinicMonk™ reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability to you.

m.Platform Provider Role. You acknowledge and agree that ClinicMonk™ is a technology platform only. ClinicMonk™ provides technology integration tools only and does not provide clinical, treatment, or medical services or advice. ClinicMonk™ makes no endorsements, representations, warranties, or guarantees and assumes no liability, obligation, or responsibility for any clinical, treatment or medical information or advice uploaded or transmitted in the Platform by you or your customers.

n.Your Telecommunications Compliance Obligations. You acknowledge and agree that ClinicMonk™ only provides the software infrastructure that enables you to send communications, but ClinicMonk™ does not initiate, create, send, or control the content, timing, or recipients of any communications. All communications sent using the Platform are created and initiated solely by you and/or your customers. You, and not ClinicMonk™, will be deemed the “seller,” “telemarketer,” “advertiser,” or “sender” of all communications for all legal and regulatory purposes. You are exclusively responsible for all communications sent using the Platform and for compliance with all Applicable Laws governing marketing, advertising, or communications, as amended from time to time, including but not limited to the EU’s General Data Protection Regulation (GDPR), the United States Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act), and Canada’s Anti-Spam Legislation (CASL).

o.You represent and warrant that you have obtained all necessary consents, permissions, and authorizations from recipients before contacting them using the Platform. You further warrant that you will not use the Platform to contact any individual who has not provided the requisite level of consent under Applicable Law. You also represent and warrant that you have determined whether you are required to register, license, or post a bond under any applicable telemarketing, marketing, or advertising law, and that you have satisfied all such obligations before sending communications using the Platform. You shall maintain such compliance throughout this Agreement’s term. You are solely responsible for maintaining accurate and complete records of such consent and compliance. These obligations survive this Agreement’s termination or expiration.

You acknowledge and agree that you are solely responsible for the content of all communications sent through the Platform, including any claims relating to false, misleading, or deceptive advertising, privacy or data protection violations, or other unlawful conduct. ClinicMonk™ disclaims all liability for the content or legality of communications transmitted through the Platform.

You acknowledge that any compliance-related features provided within the Platform are offered solely for your convenience. Their provision does not constitute legal advice, and their use does not guarantee compliance with any law. You agree that you are solely responsible for configuring and using those features correctly.

p.Excessive Use Restrictions. ClinicMonk™ provides access to the Platform on a flat subscription basis, with additional usage-based charges for certain features (including email, SMS, and phone communications). We have no liability for the effect that your excessive data use may have on performance. If, in ClinicMonk™’s sole discretion, we determine that your data or feature use is excessive, abusive, or otherwise has a negative effect on the Platform in any way, we may throttle, pause, suspend or terminate your use of the Platform or Services, or apply additional usage-based charges in accordance with our then-current rates.

ClinicMonk™ may from time to time, offer trials. Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, ClinicMonk™ reserves the right to suspend or terminate your use of the Platform or Services and further ban you from using the Platform or Services in ClinicMonk™’s sole discretion.

q.Platform Updates. ClinicMonk™ and its licensors reserve the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

r.Artificial Intelligence Acceptable Use Policy: Before using Artificial Intelligence (“AI”) features of the Platform, you must ensure that you are in a jurisdiction that allows AI usage. If you elect to use any AI-based features of the Platform, you are responsible for ensuring that you are using our AI-based features in compliance with our Artificial Intelligence Acceptable Use Policy which is attached as Exhibit B.

s.Ecommerce Products and Services. You are solely responsible for the Materials that you may sell through the Platform and/or Services (including description, price, fees, all tax determinations, calculations, collection, reporting, and remittance, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any Applicable Laws. ClinicMonk™ does not provide refunds to your customers. ClinicMonk™ does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from any part of the Platform, including if ClinicMonk™ determines in its sole discretion that the Materials that you offer through the Platform, or the Materials uploaded or posted to the Platform, violate our Code of Conduct or these Terms. You agree that ClinicMonk™ can, at any time, review and delete any or all of the Materials submitted to the Platform and/or Services, although ClinicMonk™ is not obligated to do so. You acknowledge and agree that the Platform and/or Services are not a marketplace, and any contract of sale made through the Platform and/or Services is directly between you and the your customer. You are the seller of record for all items you sell through the Platform and/or Services. You are responsible for the creation and operation of your store, your Materials, the goods and services that you may sell through the Platform and/or Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of Applicable Laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your store, your Materials and the goods and services you sell through the Platform and/or Services will be true, accurate, and complete, and will not violate any Applicable Laws or rights of third parties. For the avoidance of doubt, ClinicMonk™ will not be the seller or merchant or record and will have no responsibility for your store or products and services sold to your customers through the Platform and/or Services. ClinicMonk™ reserves the right to provide our Services and/or Platform to your competitors and make no promise of exclusivity. You further acknowledge and agree that ClinicMonk™ employees and contractors may also be ClinicMonk™ customers or merchants and that they may compete with you. ClinicMonk™ is not responsible for damages or lawsuits that arise if you break the law, breach these Terms or go against the rights of a third party. You need to ensure that the terms and conditions applicable to your transactions with your customers do not conflict with these Terms.

t.Authorized Users. Subscriptions are limited to ten (10) total user seats. Every unique individual accessing the platform, regardless of title, role, or status (including owners, employees, and contractors), requires a dedicated, named seat. To comply with HIPAA Security Rule requirements for unique user identification and PHI audit trails, generic or shared login credentials (e.g., frontdesk@clinic.com) are strictly prohibited. ClinicMonk™ reserves the right to technically enforce the 10-user limit, audit login activity, and block excess accounts or charge for overages.

a.License. Subject to your continued compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable and revocable license to use the Platform, as may be reasonably required for re-branding and your access and use to the Platform. Any license granted to you under this Section will automatically terminate upon a breach of this license or the Terms or a violation of the restrictions set forth below. Under this license, portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with your customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. ClinicMonk™ may remove any of your modifications at any time without advance notice and without liability to you.

b.Restrictions. You are prohibited from participating in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Platform or Services or other practices that may be detrimental to the Platform or Services, ClinicMonk™ or the public interest. You will not, nor make any attempt to, acquire any rights in the Platform or any of its components. If you acquire any rights in the Platform or any portion thereof, by operation of law or otherwise, you, at no expense to ClinicMonk™ hereby assign all such rights to ClinicMonk™. You are prohibited from representing yourself as a ClinicMonk™ employee or otherwise implying an association with ClinicMonk™ when providing access to the Platform to your customers and other end users. You may not direct your customers to contact ClinicMonk™ or its licensors for any reason, including but not limited to Platform support.

c.Suspension and Termination. We may suspend or terminate your ability to provide access to the Platform to your customers if ClinicMonk™ reasonably determines that (i) there is a threat or attack on any of ClinicMonk™’s intellectual property rights or the Platform (ii) your use of the Platform and Services disrupts or poses a security risk to us (iii) you or your customer is using the Platform for fraudulent or illegal activities, (iv) ClinicMonk™’s provision of the Platform and Services to you is prohibited by Applicable Law; (v) any Third-Party Service Provider has suspended or terminated ClinicMonk™’s access to or use of any Third-Party Services or products required to enable you to access the Platform or Services; or (vi) if you fail pay any Fees (any such suspension described above is a “Service Suspension”). ClinicMonk™ will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or your customers may incur as a result of a Service Suspension.

d.Code of Conduct. You represent and warrant that, when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. ClinicMonk™ reserves the right to seek all remedies available to it if you violate this Agreement, including the Code of Conduct, up to and including termination of your Platform Account.

a.Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your and your customers’ Fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, a one-time Platform set-up fee (if applicable) or other usage-based or subscription-based Fees offered by ClinicMonk™ as incurred by you and your customers. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan until cancelled.

By agreeing to these terms, you acknowledge that your subscription will automatically renew and your payment method will be charged the then-current rates without further authorization from you.

b.Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 10 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be suspended or cancelled for non-payment in ClinicMonk™’s sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including lawyers’ fees and other legal expenses. In the event that you dispute any charges, you must notify us in writing within thirty (30) days of the invoice date. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All ClinicMonk™ determinations regarding your obligation to pay invoiced Fees and charges are final.

c.Cancellations. You may cancel your subscription through your Platform Account, by navigating to Settings > Billing and selecting the ‘Modify Subscription’ or ‘Cancel’ option. To avoid being charged for the next billing cycle, cancellations must be completed at least 24 hours prior to your next scheduled invoice date. You are solely responsible for the cancellation of Services associated with your Platform Account, and, subject to other provisions of these Terms, you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your Platform Account.

d.Customer Transactions. ClinicMonk™ is not responsible for resolving issues or disputes between you and your customers. You are solely responsible for all financial transactions you and your customers engage in. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback. You are solely responsible for collecting and remitting to government authorities any taxes and government assessments related to your provisions of Materials to your customers.

e.Refunds.

1.Nonrefundable Fees. All Fees assessed by ClinicMonk™ are non-refundable, including subscription Fees, Communication Surcharges, and ClinicMonk™’s resale of Third-Party Services, regardless of whether you actually accessed or used the Platform Account or Services during your subscription period. You are solely responsible for any excess Fees incurred by you as a result of an error or omission made by you or a third party. ClinicMonk™ does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by Applicable Law, ClinicMonk™ reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and ClinicMonk™’s determination of if and when to issue or deny a refund or credit is final.

2.Prepaid and Minimum Commitment Subscriptions. ClinicMonk™ resells some Services and Third-Party Services that require pre-payment (including but not limited to ad-buying and other services). Unused or cancelled pre-paid services are non-refundable. ClinicMonk™ may, in its sole discretion, issue account credits for future services in the event that you elect to cancel any pre-paid services before the services are fully performed. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved. Some add-on services or products cannot be canceled or refunded once ClinicMonk™ has technically enabled such products and/or services on your Platform Account.

f.Taxes and Government Assessments. All Fees are exclusive of any sales, VAT, GST and use taxes, levies, fees, duties, interest, penalties and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. Business entities with a valid VAT or GST identification number should provide ClinicMonk™ with their VAT or GST identification number. You hereby confirm that ClinicMonk™ can rely on the VAT or GST number provided. Where applicable by law, ClinicMonk™ will shift the liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST reverse charge mechanism. You are exclusively responsible for Taxes associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. ClinicMonk™ reserves the right to calculate and add applicable Taxes, including but not limited to sales, VAT, GST, and other applicable taxes, to your invoice as legally required or as ClinicMonk™ deems appropriate, and all ClinicMonk™ determinations regarding what Taxes to collect are final. Failure to provide ClinicMonk™ with a valid VAT or GST identification number may result in VAT or GST being assessed by ClinicMonk™. If you provide a valid VAT or GST identification number after a Fee has been paid, the VAT and GST taxes charged may not be refunded. ClinicMonk™ may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify ClinicMonk™ for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described above. Taxes are nonrefundable. You hereby confirm that ClinicMonk™ can rely on the name and address that you provide to ClinicMonk™ and you agree that the billing address you provide to ClinicMonk™ can be considered the place of supply for Tax purposes where you have established your business. You agree to the fees in connection with your payment method, if applicable. Without limiting the generality of this Section ‎3(f), if any amount payable by you to ClinicMonk™ is subject to any withholding or similar taxes, you shall pay for all withholding taxes without any reduction in the Fees and Taxes charged above.

a.Platform Content. The Platform and Platform Content are the property of ClinicMonk™ or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. ClinicMonk™ grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to your and your customers. Any other use not expressly permitted under these Terms, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of ClinicMonk™ is strictly prohibited.

b.ClinicMonk™ Marks and Advertisements. ClinicMonk™’s name, logo, or trademarks and service marks of ClinicMonk™ and may not be used without advance written permission of ClinicMonk™, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by ClinicMonk™, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents ClinicMonk™. You may not without the prior written approval of ClinicMonk™, remove any ClinicMonk™ Marks, name or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature ClinicMonk™ Marks, with or without authorization, and such usage of ClinicMonk™ Marks does not constitute or imply any approval, sponsorship, or endorsement by ClinicMonk™. You will not (i) make any unauthorized representations, warranties or false, misleading or deceptive statements regarding ClinicMonk™, its Platform and Services; or (ii) include ClinicMonk™ or any of its Services or the Platform in any of your comparative and/or marketing advertisements.

c.User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant ClinicMonk™, our Third-Party Service Providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for the sole purpose of fulfilling ClinicMonk™’s obligations under these Terms. ClinicMonk™ is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. ClinicMonk™ is not responsible for any failure or delay in removing User Contributions that violate the Terms. ClinicMonk™ reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) all of your User Contributions comply with these Terms; and (iii) you understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.

d.Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform Account.

e.Feedback. If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and ClinicMonk™ and its affiliates have no obligation to use the Feedback. You grant ClinicMonk™ and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to ClinicMonk™ without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of ClinicMonk™ or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

f.Feedback Waiver. You hereby irrevocably release and forever discharge ClinicMonk™ from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against ClinicMonk™ with respect to the Feedback, including without limitation how ClinicMonk™ directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at ClinicMonk™’s option and at your sole expense) to defend, indemnify, and hold ClinicMonk™ harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable lawyers’ fees, which ClinicMonk™ may incur as a result of use of the Feedback in accordance with these Terms.

g.Usage Data. ClinicMonk™ may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with applicable privacy laws. ClinicMonk™ owns all such Usage Data. If ClinicMonk™ desires to disclose any Usage Data, then ClinicMonk™ will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify you or your customers and would not permit a third party to identify you or your customers.

ClinicMonk™ makes no guarantees that your business will be profitable and that you will make money using the Platform or the Services. Except as otherwise set forth in these Terms, ClinicMonk™ is not providing any business opportunities with use of the Platform and/or Service.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, PLATFORM CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, RESULTS, SUITABILITY, SECURITY, TITLE, UNINTERRUPTED SERVICE, ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY CLINICMONK™ TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT CLINICMONK™ HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM OR SERVICES, OR (E) THE QUALITY OF THE PLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

CLINICMONK™ MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM OR SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CLINICMONK™, ITS LICENSORS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, MANDATARIES OR SUCCESSORS (COLLECTIVELY, THE “CLINICMONK™ PARTIES”) BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR LOSS OF PROFITS, SAVINGS, REVENUES, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE TERMS OR THE PLATFORM CONTENT, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE), EXTRACONTRACTUAL LIABILITY, BREACH OF CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE CLINICMONK™ PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE REASONABLY FORESEEN ANY SUCH DAMAGES OR LOSSES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM.

Strictly to the extent that the foregoing paragraph does not apply to you, in the event that for any reason required under applicable law we are liable to you in any manner, in no event will the ClinicMonk™ Parties’ maximum aggregate liability arising out of or in any way related to these Terms, or your access to and use of Platform and Platform Content, exceed the lesser of (a) the amount of Fees actually paid to ClinicMonk™ in the preceding three (3) month period before the act giving rise to the liability; or (b) CAD $100.00.

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that any exclusions and limitations in these Terms are prohibited, those exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with the applicable prohibitions. Nothing in these Terms is intended to exclude or limit any ‎condition, warranty, duty, right, or liability that may not be lawfully excluded or limited.‎

Except to the extent prohibited by applicable law, you agree, at your sole cost, to indemnify and hold harmless the ClinicMonk™ Parties against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable lawyers’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any ClinicMonk™ property by you, your employees, agents, or customers; (d) any actual or alleged negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) any actual or alleged misrepresentations by you, your employees, agents, or customers (f) actual or alleged violation(s) of Applicable Law by you, your employees, agents, or customers, (g) your actions or omissions and the actions or omissions of your employees, agents, or customers; (h) Taxes and other Fees (i) any disputes between (1) you and other users, and (2) you and your customers; (j) any actual or alleged claims arising from the collection, use, storage, or disclosure of data and information that you or your users store, manage, or transmit using the Platform in violation Applicable Laws, or any agreement entered into with ClinicMonk™; and/or (k) any actual or alleged violations of data protection or privacy laws in connection with your use of the Platform, including but not limited to actual or alleged claims related to unauthorized data processing, failure to provide required privacy notices, failure to obtain valid consents, failure to respond to data subject rights requests, improper data retention or deletion practices, and data breaches resulting from your failure to implement appropriate security measures. You will cooperate as fully required by us in the defense of any Claims.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

You agree that a breach of these Terms will cause irreparable injury to ClinicMonk™ for which monetary damages would not be an adequate remedy, and ClinicMonk™ shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by ClinicMonk™ of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of ClinicMonk™ to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

ClinicMonk™ may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without ClinicMonk™’s prior written consent which may be withheld at ClinicMonk™’s sole discretion.

Except as noted below, these Terms constitute the sole and entire agreement between you and ClinicMonk™ with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of ClinicMonk™.

ClinicMonk™ may enter into a separate agreement with you. The terms of any separate agreement between you and ClinicMonk™ will be considered a part of your entire agreement with ClinicMonk™. To the extent there is a conflict between these Terms and the terms of your separate agreement with ClinicMonk™, your separate agreement with ClinicMonk™ will control.

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

a.Grounds for Termination. You agree that ClinicMonk™, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. ClinicMonk™ reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.

b.No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Following the termination or cancellation of your Platform Account, ClinicMonk™ will retain any data associated with your account for a period of ninety (90) days. During this period, you may have the option to reactivate your account to regain access to your data. After this ninety (90) day period, ClinicMonk™ reserves the right, in its sole discretion, to permanently delete all of your data from our systems. This process is irreversible, and ClinicMonk™ will not be liable for any loss of data or any other damages resulting from such deletion. ClinicMonk™ is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

c.No Termination by Third Party Users. Any user who has been given access to the Platform by any party other than ClinicMonk™ must contact the party who originally provided access to the Platform for any inquiries related to termination.

d.Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the Province of Ontario will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration under the Canadian Arbitration Association Arbitration Rules. The arbitration proceedings shall be held in Toronto, Ontario. The language of the arbitration shall be English. There shall be no appeal from the arbitrator’s decision on questions of fact, law, or mixed fact and law. Any arbitration award may be entered in a court of competent jurisdiction. The costs of the arbitration will be divided equally between the parties, but the arbitrator is entitled to award costs to a successful party to compensate that party for the legal fees, disbursements and other expenses (aside from the costs of the arbitration) incurred by that party as part of the arbitration process.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

All notices to a party shall be in writing and shall be made via email. Notices to ClinicMonk™ must be sent to hello@clinicmonk.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

ClinicMonk™ may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from ClinicMonk™, you can click on the “unsubscribe link” provided in such communications or contact us at hello@clinicmonk.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at hello@clinicmonk.com.

a.“Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

b.”Feedback” means ideas you provide to ClinicMonk™ regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, matters related to ClinicMonk™’s or its affiliates’ business.

c.“Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

d.“ClinicMonk™ Marks” means the ClinicMonk™ name and related logos and service marks of ClinicMonk™.

e.“Information” means data about you and your customers that ClinicMonk™ collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

f.“Login Credentials” means the username and password used to access your Platform Account, including API keys and access to third party integrations used with the Platform.

g.“Materials” means your trademarks, copyright content, any tangible products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to ClinicMonk™ or its affiliates.

h.“Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through ClinicMonk™’s website or mobile application.

i.“Platform Account” means the account you created in order to access and use the Platform.

j.“Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

k.“Prohibited Uses” means the behaviors described in the Code of Conduct (Exhibit A).

l.“Services” means the variety of product integrations and services that ClinicMonk™ makes available on the Platform. Services may include Third-Party Services.

m.“Third-Party Services” means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the ClinicMonk™ Platform. This includes but is not limited, to integrations with third party applications, or any functionality that is provided by a third party through the Platform.

n.“Third-Party Service Provider” means any third-party provider of services, software, or technology that ClinicMonk™ integrates with or makes available through the Platform.

o.“Training” means any training, information or suggested usages conveyed by ClinicMonk™ about the Platform.

p.“User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to ClinicMonk™ directly.

q.“you” or “your” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of these Terms for which ClinicMonk™ may immediately suspend or terminate your Platform Account in accordance with these Terms:

• Use of the Platform in any way that violates any applicable law or regulation.
• Use of the Platform in a country that prohibits or restricts the use of Artificial Intelligence.
• Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.
• Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.
• Use of the Platform to transmit, or procure the sending of any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• Impersonating or attempting to impersonate ClinicMonk™, a ClinicMonk™ employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform
• Engaging in any conduct that may, as determined by ClinicMonk™, harm Platform users or ClinicMonk™, or expose either to liability.
• Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
• Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without ClinicMonk™’s prior written consent.
• Use of any device, software or routine that interferes with the proper working of the Platform.
• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.
• Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempting to interfere with the proper working of the Platform.
• Sexually explicit content.
• Generation of hateful, harassing, or violent content.
• Abusive or fraudulent conduct.

This includes but is not limited to:

• Promoting or facilitating the generation or distribution of spam, fraudulent activities, scams, phishing, or malware;
• Compromising cybersecurity systems or gaining unauthorized access to violate the integrity of any user, network, computer or communications system, software application, or network or computing device;
• Violate any natural person’s rights, including privacy rights as defined in applicable privacy law;
• Appropriating confidential or personal information;
• Impersonating a human by presenting results as human-generated;
• Engaging in disinformation campaigns;
• Astroturfing, or the generation of fake grassroots support or fake review information;
• Plagiarize or engage in other forms of academic dishonesty.
• Illegal or highly regulated goods or services content, or other activity that has a high risk of economic or physical harm. This includes but is not limited to:
  • Engaging in any illegal activity;
  • Providing instructions on how to commit or facilitate any type of crime;
  • Gambling;
  • Payday lending;
  • Cryptomining practices;
  • Automatic determinations of eligibility for credit, employment, educational institutions, or public assistance services;
  • Engaging in unauthorized practice of law or seeking unreviewed legal advice;
  • Engaging in unauthorized practice of medicine or seeking unreviewed medical advice;
  • Providing unauthorized financial advice;
  • Law enforcement application or criminal justice decisions;
  • Military or warfare application, weapons development;
  • Management or operation of critical infrastructure in energy, transportation, and water;
  • Political campaigning or lobbying in violation of campaign laws.

Your use of any Artificial Intelligence (“AI”) features of the Platform is subject to the following terms in addition to the main Terms of Service.

1.Disclaimers and Acknowledgement of Risk.

AI Output May Be Inaccurate. You acknowledge that artificial intelligence and machine learning are rapidly evolving fields. The AI features may produce content that is inaccurate, incomplete, offensive, or that does not reflect the most current information. ClinicMonk™ makes no warranty or guarantee as to the accuracy, reliability, timeliness, or appropriateness of any content generated by the AI features.

No Professional Advice. As stated elsewhere in these Terms, content generated by the AI features does not constitute legal, financial, medical, or other professional advice. You should consult with a qualified professional for such advice.

AS-IS Basis. THE AI FEATURES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. CLINICMONK™ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE AI FEATURES.

2.Your Responsibilities.

Review of AI Output. You are solely responsible for reviewing, editing, and validating all AI-generated content before its use, publication, or distribution. You should not rely on any AI-generated content without independent verification. You assume all risks associated with the use of content generated by the AI features.

Sensitive Information. You agree not to provide any sensitive personal information or other confidential information as input into the AI features. You acknowledge that data you provide may be processed by third-party AI service providers subject to their own terms and privacy policies.

Indemnification. In addition to the indemnification obligations in Section 7 of these Terms, you agree to indemnify, defend, and hold ClinicMonk™ harmless from any and all claims, damages, and liabilities arising from your use of the AI features or any content generated therefrom, including but not limited to claims of copyright infringement, defamation, or misinformation.

3.Acceptable Use.

You agree not to use the AI features of the Platform in any manner contrary to relevant laws, regulations, and industry standards, including, but not limited to:

• In any jurisdiction that prohibits or restricts the use of AI.
• To discriminate against any person or group, or to generate hateful, harassing, or violent content.
• To generate content that infringes on any third-party intellectual property rights.
• To spread misinformation, engage in fraudulent or deceptive practices, or for any other malicious purpose.
• For any other Prohibited Uses as defined in the Code of Conduct (Exhibit A).

4.AI features of the Platform may not be used in any manner contrary to the relevant laws, regulations, and industry standards, including, but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA); financial industry guidelines (e.g., PCI DSS); as a part of automated decision making process with legal or similarly significant effects; or in violation of any intellectual property rights or geographical restriction.

5.AI features may not be used to discriminate against any person or groups on grounds of religion, race, sexual orientation, gender, national/ethnic origin, political beliefs. disability, health status, trade union membership, age, criminal convictions or engage in any biased, intimidating, defamatory, harassing, bullying or otherwise inappropriate behaviors.

6.AI features may not be used for generating individualized advice that in the ordinary course of business would be provided by a licensed professional including but not limited to medical, financial, tax, or legal advice. You must disclose to your customers when they are interacting with an AI-based voice or chatbot.

7.All assets created through the use of generative AI systems must be professional and respectful. You may not use offensive or abusive language and may not engage in any behavior that could be considered discriminatory, harassing, or biased when applying generative techniques.

8.You must take necessary steps to protect confidential and sensitive information of your users and customers

9.AI usage may not damage, disable, overburden, or impair any websites or launches any automated system, including “robots,” “spiders,” or “offline readers,” that sends more request messages to any servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.

10.AI features may not be used to spread misinformation, engage in malicious activities, or any other uses that could harm individuals or society.

11.AI features may not be used in any manner which is prohibited by these Terms or the Code of Conduct provided herein.