TERMS AND CONDITIONS OF USE
Last Modified: March 16, 2019
Clinic Roots Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Clinic Roots Inc.'s, ("we", "us" or "our") website ("Website") and our online service (the "Service") both hosted at https://physioroots.com and other domains and sub-domains.
THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY, DISCLAIM CERTAIN RISKS AND IMPOSE OBLIGATIONS ON YOU.
By using our Website and Service, you, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them. If you are using the Website and/or Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Clinic Roots Inc.
As our Website and Service continue to evolve, we may, at any time, revise these Terms and our policies by updating this page (https://physioroots.com/legal/tos) or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you visit our Website or use our Service, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Website and Service after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Website and Service and terminate your account, subject to the terms provided for herein. We may also undertake to send you notice of any changes to the terms or policies.
About Our Service
Our Service operates as a directory of physiotherapist, chiropractors and other health professionals and clinics in Canada (collectively the “Clinics”). While we display basic information about each Clinic on unique webpages (a “Clinic Page”), such as their business name, address and contact information, upon registering an account, and for a fee, Clinics can obtain administrator access to their own Clinic Page. Clinics with administrator access to a Clinic Page are able to add their own content, including their own branding elements, additional information about the Clinic and its staff, resources and links.
We also offer the ability to pay for (i) direct ad placements on our Website; and (ii) custom filters of our search results on the Website, allowing your Clinics and/or your treatments to be more prominently displayed on our Website (collectively the “Additional Services”). Our Additional Services are priced and sold separately, please contact us by email if you wish to obtain a customized quote. Any quotes we provide to you and all Additional Services are subject to these Terms. Unless specified in our quote to you, our Additional Services are sold on a month-to-month basis, permitting you to cancel or terminate such Additional Services at the end of your next monthly billing cycle.
You agree that we reserve the right to make amendments to the overall design, look and feel of our Website and that even upon purchasing Additional Services from us, we may amend the look of feel of your Clinic Pages, search result pages, the location of search bars and any other feature of the Website or Service.
Establishing an Account
Upon establishing a user account with us, we grant you a worldwide, non-transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke that license and your access to our Website and Service without cause or justification.
Once your account is established and approved by us, you will be permitted to upload or add additional Clinic information. In doing so, you represent and warrant that all information you upload is accurate, lawful and not misleading in anyway, or in violation of these Terms or our Acceptable Use Policy, which is incorporated by reference and available online at https://physioroots.com/legal/aup.
Our Acceptable Use Policy includes content rules and guidelines for your Clinic Page. The rules and guidelines are meant to protect the integrity of the content posted on our Website and Service. Your failure to comply with our Acceptable Use Policy may result in the delay of your Clinic Page amendments being posted and/or its removal from the Website and Service. If you have established an account and have access to edit a Clinic Page, you accept full responsibility and liability for the contents of the Clinic Page.
Our Right to Amend or Remove Content and Accounts
Notwithstanding the creation of your account or any listing with your Clinic’s information on our Service, we reserve the right, but shall have no obligation, to; (a) remove any account, Clinic, Clinic Page or other listing information from the Website and Service without notice, justification or cause; and/or (b) amend your Clinic Page or require that you correct any error, inaccuracy, misleading statements or omission on your Clinic Page, at any time.
Account Not Transferable, Updating Your Account & Security
If you establish an account with us, access to your account is not transferable and is only intended for the individual who established the account. Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity.
Prices and payment terms listed on the Website and Service are subject to change without notice. For current pricing, please visit https://physioroots.com/owners/packages. Prices listed shall be deemed to be an invitation to make an offer and are subject to acceptance by us. Even in the event of an automated acceptance by our systems, you agree that we shall have the opportunity to review and accept such orders.
While we will not retroactively apply pricing changes to active account subscriptions, we reserve the right to change, at any time, the prices, fees, taxes, charges and specifications, any promotional offers and any other content or terms on the Website or Service without any notice or liability to you or any other person.
You agree to pay any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising, in any way, from purchases made from us.
ACCEPTANCE OF RISK AND DISCLAIMERS
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
AS WE PERMIT THIRD PARTIES TO UPLOAD INFORMATION, IMAGES AND OTHER CONTENT TO OUR WEBSITE AND SERVICE, INCLUDING INFORMATION ABOUT CLINICS, PHYSIOTHERAPISTS, CHIROPRACTORS AND OTHERS, WE DO NOT WARRANT THAT THE CONTENTS OF THE WEBSITE OR SERVICE, INCLUDING, WITHOUT LIMITATION, CLINIC DESCRIPTIONS, IMAGES OR OTHER CONTENT ARE ACCURATE OR COMPLETE.
WE MAKE NO REPRESENTATION OR WARRANTY THAT THE CLINICS, PHYSIOTHERAPISTS, CHIROPRACTORS OR OTHERS LISTED ON OUR WEBSITE OR SERVICE ARE, OR REMAIN, REGISTERED IN GOOD STANDING WITH THE APPLICABLE REGULATORY BODY. BEFORE HIRING A PHYSIOTHERAPIST, CHIROPRACTOR OR OTHER PROFESSIONAL YOU SHOULD TAKE STEPS TO ENSURE THEY ARE REGISTERED IN GOOD STANDING WITH THE APPLICABLE REGULATORY BODY AND ARE DULY LICENCED TO PRACTICE THEIR PROFESSION IN THE PROVINCE OR JURISDICTION IN WHICH THEY OFFER THOSE SERVICES.
NONE OF THE CONTENT ON OUR WEBSITE OR SERVICE SHOULD BE REGARDED AS, NOR IS IT, PROFESSIONAL OR MEDICAL ADVICE. YOU SHOULD NOT RELY ON THE CONTENTS OF OUR WEBSITE OR SERVICE FOR ANY MATTERS RELATED TO YOUR, OR ANY OTHER PERSON’S HEALTH. OUR WEBSITE IS ONLY INTENDED TO ACT AS A DIRECTORY FOR YOU TO FIND CONTACT AND OTHER INFORMATION ABOUT CLINICS.
NONE OF THE CONTENT ON OUR WEBSITE OR SERVICE SHOULD BE REGARDED AS, NOR IS IT, AN ENDORSEMENT OF ANY CLINIC, BUSINESS, PHYSIOTHERAPIST, CHIROPRACTOR OR ANY OTHER THIRD PARTY. YOU AGREE THAT WHERE YOU HIRE THE SERVICES OF A CLINIC, PHYSIOTHERAPIST, CHIROPRACTOR OR ANY OTHER THIRD PARTY FOUND ON OUR WEBSITE OR SERVICE, YOU ACCESS THEIR SERVICES AT YOUR OWN RISK.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
DISCLOSURE PURSUANT TO COURT ORDER, SUBPOENA OR OTHER LEGAL PROCESS
WE RESERVE THE RIGHT TO PROVIDE YOUR CONTENT AND INFORMATION (INCLUDING BUT NOT LIMITED TO YOUR PERSONAL AND BUSINESS INFORMATION) UPLOADED OR COLLECTED BY OUR WEBSITE OR SERVICE TO THIRD PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER.
IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR CONTENT OR PERSONAL OR BUSINESS INFORMATION, WE MAY (BUT ARE NOT OBLIGATED TO) PROVIDE YOU WITH WRITTEN NOTICE PRIOR TO SUCH DISCLOSURE SO THAT YOU MAY TAKE APPROPRIATE ACTION.
WE ALSO OPERATE THE WEBSITE AND SERVICE IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS. OUR INDEPENDENT CONTRACTORS MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND SERVICE. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS BOTH INSIDE AND OUTSIDE OF CANADA, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.
TO THE EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS.
LIMITATION OF OUR LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU (IF ANY), OVER THE PRECEEDING TWO (2) MONTHS FROM THE DATE YOU FIRST RAISED YOUR CLAIM WITH US.
YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
INDEMNIFICATION AND HOLD HARMLESS
Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service including, but not limited to, the computer code, is the property of Clinic Roots Inc. and/or our independent content providers ("ICPs") with all rights reserved.
Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of Clinic Roots Inc., including our logo without our express permission.
Our Website and Service permits you and other users the ability to upload and post content ("User Content") to the Service. We do not pre-screen User Content uploaded or posted to the Website or Service by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service.
In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party's intellectual property rights, these Terms or any policy incorporated by reference herein.
Property and Feedback
All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of Clinic Roots Inc., our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.
The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.
You agree that we may use, for commercial purposes, all feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.
At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback.
If you believe that your work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at firstname.lastname@example.org. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
We, Clinic Page administrators and other users or account holders may provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on such websites. You access those links and corresponding sites at your own risk.
Whether or not we are affiliated with websites or third-party vendors (including Clinics, physiotherapists, chiropractors and others), that may be linked to our Website or Service, we are not responsible for their content. The linked sites are for your convenience only and you access them at your own risk.
Law of the Contract (Governing Law) and Jurisdiction
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Alberta, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Alberta, Canada (including the federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, may substitute.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial by Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.
To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
You may stop using our Website and Service at any time. If you are a paying user, the fees payable by you, and the duration in which those fees are payable, are in accordance with our pricing policies listed on the Website. Please visit https://physioroots.com/owners/packages for details. In addition, you may contact us to learn more about cancelling your account at email@example.com.
Where you elect to terminate your account or not renew an account subscription, you agree that we may elect to either remove your Clinic Page or only have it display basic information, such as your Clinic name and address.
Notwithstanding the duration in which you have purchased account access from us, we reserve the right to suspend or terminate your account or access to our Website or Service at any time, with or without cause, and with or without notice.
The cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
We make no guarantees as to the ongoing or continued availability of our Website or Service.
While we do not offer any refunds where you elect to cancel or terminate your account, in the event we terminate your account access, we will refund amounts paid by you on a pro-rata basis, based on the amounts you have paid us and the duration of your remaining subscription in which you would have been permitted to access your account.
Assignment of this Agreement
These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of Clinic Roots Inc., or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, payment processors, credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.
Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.