Terms of Service
Users accessing this application and web tools are required to read the terms of service before using the services being offered. A user who uses this application and/or avails himself/herself/itself the services being offered shall be deemed to have accepted these Terms of Service without any modification/qualification of the same. If you do not agree or accept these Terms of Service, do not use the application. If you are unable to meet any or all the conditions set forth under this agreement, or if you breach any of the terms of service contained herein, your authorization to use this application and toolkit immediately lapses. Motive Health Inc. reserves the right to modify or change these Terms of Service without prior notice. We endeavor to post the most current version of the Terms of Service on our site. Your use of this site is subject to the most current version of Terms of Service. In the event of any conflict between these Terms of Service and any signed order or service agreement governing your license of the system (an “Order”), the terms of such Order shall prevail.
A. Definitions.
These terms shall have the following meaning throughout the Terms of Service.
i) The terms Agent+, agentplus.ca, Motive Health Inc., www.motivehealth.com, “we”, “us” shall refer to Motive Health Inc. and all its affiliates.
ii) The term “subscriber” refers to any person who maintains an account with Motive Health Inc. for submitting and keeping patient information entered or provided by such person.
iii) The term “you” and “user” shall refer to any person who visits this site for a legitimate purpose and may also include a subscriber.
iv) “Applicable law” refers to the law currently in force in the Province of Ontario and which shall govern this agreement.
v) The term “system” or “service” shall refer to the platform(s) provided by Motive Health Inc. and includes the software and related content.
vi) The term “PHIPA” refers to the Personal Health Information Protection Act of Ontario. The term “HIC” refers to Health Information Custodian under PHIPA.
vii) The term “PHI” refers to Personal Health Information, which is confidential information under PHIPA. Under PHIPA, the subscriber is the HIC and Motive Health is an agent / electronic service provider.
B. General.
Motive Health Inc. grants the subscriber a non-exclusive, non-transferable license to use its software and also allow users to use the system in accordance to these Terms of Service. The subscribers and users agree not to infringe on proprietary and intellectual property of third parties with whom we partner.
Users acknowledge that they provide access to the World Wide Web and meet the costs associated, as well as procuring all equipment that are necessary in order to access the service. Motive Health Inc. may, without notice, add, discontinue or revise the system, which includes but not limited to the scope of service, time of service, or to the software/hardware required for access into the system. The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords including charges for such activities, as well as unauthorized use.
The subscriber will ensure that any information entered into our system shall be accurate, reliable and complete. Whereas Motive Health Inc. shall take reasonable efforts to ensure the accurateness of material entered into the system, the mere posting of that information does constitute neither endorsement nor warranty as to the accuracy, timeliness, materiality, completeness or reliability of such materials. The subscriber hereby grants to Motive Health Inc. the right to (a) host, use, process, display and transmit submitted information to provide the services pursuant to and in accordance with these Terms of Service and the Order (if any) including on an anonymized basis to enhance the service and (b) for such other purposes as the subscriber may consent to in writing from time to time.
The subscriber acknowledges that PHI is stored on any device that the subscriber uses to access the service. As a HIC under PHIPA, the subscriber is required to keep their device secure at all times, and to delete the PHI if any subscriber device is taken outside of Canada.
C. Terms of usage.
During the subsistence of the agreement to use or access our services, the user and the subscriber agree to use our services for the purposes that they were intended and to the extent that the services have been paid for.
Motive Health Inc. has both the proprietary rights as well as the intellectual property rights that are contained in the system. The technical procedures, processes, concepts and methods of operation that are inherent within the software constitute trade secrets. The usage by subscribers and users of our software does not constitute sale or transfer of any of our rights in the software to such subscribers or users. Without any prejudice to the foregoing, any information or data entered into the system by the subscriber or otherwise provided for entering into the system on the subscribers behalf shall at all material times remain the property of the subscriber.
That the subscriber will not make copies of the software, or otherwise cause to be made such copies and will also take all reasonable steps to forestall any unauthorized copying, or to disclose to any third party any trade secrets that the subscriber may have come across whilst using our services, which include, inter alia, advising and preventing the users from duplicating or using reverse engineering to make unauthorized copies of the software.
There will be a 5% interest charge per month on late invoices.
D. Prohibited use.
The subscribers including users are to access the information stored in the system only for lawful purposes and are not to use such information for the purpose of committing or furthering fraudulent acts or commit such acts that would give rise to both or either civil and criminal liability.
The subscriber agree not to provide or enter such information that can be regarded as libelous, malicious, profane, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
The subscriber may not lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Motive Health Inc. in a manner that is inconsistent with our intellectual property rights over the software.
E. Updates.
Motive Health Inc. will endeavor to continuously improve its software for better usage by the subscribers. As such, we may remotely update our software with or without a prior notice. The updates may occur automatically or may be caused to occur through operation of prompts that appear on the subscribers interface. The updated version will be subject to the current terms of service and any other additional terms that may also be included in the current terms with or without notice. Motive Health Inc. may send emails to subscribers explaining the new features of the updated version of the software or may simply post such updates on the most appropriate portion of the website.
F. Limitation of liability.
The subscribers and their users hereby agrees to release, remise and forever discharge Motive Health Inc. and its affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with his/her/its use of the Motive Health Inc.’s software to the extent that such release is not prohibited by applicable law. If the subscriber is dissatisfied with the service or finds any part of these Terms of Service unacceptable, then such a subscriber may choose to discontinue using the services offered through our website.
In no event will Motive Health Inc. become liable to a subscriber or any other person for any lost profits, lost savings, lost data, or other special or consequential, incidental or exemplary damages arising out of or relating to this agreement or any information, product or data that is under this agreement including but not limited to, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties, or any indirect or consequential loss or damages, even if we have been advised of the possibility of such loss or damage, or such loss or damages were reasonably foreseeable. Nothing in this agreement operates to relieve Motive Health Inc. any liability from wanton or willful and reckless acts that may give rise to liability in tort or contract.
Motive Health Inc. DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE PRODUCTS OR SERVICES. YOUR USE OF THE PRODUCTS OR SERVICES IS AT YOUR OWN RISK. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY Motive Health Inc. TO THE FULLEST EXTENT PERMITTED BY LAW. VETERINARIUM WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE PRODUCTS OR SERVICES BY YOU OR ANY OTHER PERSON.
Motive Health Inc DOES NOT REPRESENT OR WARRANT, NOR PROVIDES ANY CONDITIONS, THAT: (A) THE PRODUCTS OR SERVICES WILL PERFORM ERROR-FREE OR UNINTERRUPTED; (B) Motive Health Inc WILL CORRECT ALL SERVICES ERRORS OR DEFICIENCIES; OR (C) THE PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS.
G. Data Retention
We reserve the right (but do not undertake) to reject, suspend, alter, remove or delete data or to disclose to the relevant authorities any data if it breaches our terms and conditions or it is necessary to protect us or others or where we have reasonable grounds for believing that a criminal act has been committed or if we are required to do so by law or appropriate authority, without notice. Upon termination of your account, you will lose all access to the service and any portions thereof. Upon service termination by the subscriber or Motive Health, PHI will be destroyed unless subject to legislative or regulatory body requirements.
H. Termination of service.
The agreement with the subscriber is on a month to a month basis and may continue on such basis until the agreement has been terminated by either party. The following are the ways in which the agreement between the subscriber and Motive Health Inc. may be terminated.
i) We receive a written notice from the subscriber in which a wish to be no longer bound by these Terms and Conditions can be deduced.
ii) We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties and upon expiration of 7 days to remedy the breach and such party failing to do so.
iii) Upon any party being judged bankrupt or having a receiving order being made against him/her.
iv) In case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
v) Upon us giving a 15 days notice terminating the agreement to any party and such notice will be effective upon the expiration of the 15 days.
I. Disclosure of information.
While we acknowledge that the confidentiality of any information stored into our system must be maintained at all costs, we may, upon special circumstances have to disclose information about subscribers in any of the following circumstances:
i) Fraud prevention and law enforcement;
ii) To comply with any legal, governmental or regulatory requirement;
iii) Our lawyers in connection with any legal proceedings;
The Subscriber, as HIC under PHIPA, will be notified by Motive Health if there is unauthorized access, use or disclosure of PHI.
J. Third Party links and Content.
This website may contain links to other websites provided by third parties. Such sites are completely independent to this site and as we have no control over them, we accept no liability in respect of the Subscribers use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to this site, and neither do we endorse any of these sites or their products and services. Should the subscriber or user elect or enter into a binding contract with any of this site, we are not involved in any way and therefore we will not be liable in contract or otherwise for any injury, loss or damage suffered as a result of the subscriber or user accepting or offering to accept any products or service that are available from those sites.
K. Authorization to export data.
The subscriber and the user acknowledges that we have the sole discretion to keep a copy of his/her/its transactional information gathered through the use of this application/website and other information uploaded on the subscribers account within the Province of Ontario. We however shall not share such information with anyone except in the manner provided elsewhere in these Terms of Service.
L. Force Majeure
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its unrealistic control, including but not limited to, acts of God, earthquake, embargo, labor disputes and strikes, riots, war, floods and governmental restrictions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
M. Severance.
All provisions of these Terms of Service are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Service should be determined to be unenforceable because they have been held to be invalid, illegal, void or unlawful for any reason by any court of competent jurisdiction then such Term of Service shall be considered pro-non scripto, and shall be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining Terms of Service shall survive and remain in full force and effect and continue to be binding and enforceable.
N. Governing law.
This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the province of Ontario and the laws of Canada applicable therein without any regard to a conflict of laws provision, and the parties hereto irrevocable submit to the exclusive jurisdiction of the courts of Ontario.
O. Legal Status of Agent+ and its affiliates.
The website, www.agentplus.ca, the Agent+ mobile application and the name Motive Health Inc. are property of Motive Health Inc. a company incorporated under Ontario Business Corporations Act, Canada and as its place of address as follows.
Motive Health, Inc.
317 Adelaide St. West
Suite 901
Toronto, ON,
M5V 1P9