Last Revised: 2022-03-22
1. ACCEPTANCE OF TERMS
Netramark Health Inc. its affiliates and subsidiaries (“NetraMark”, “us”, “we”, “our”) maintains (a) the NetraMark website located at https://www.netramark.com/ (the “Website”); (b) the NetraMark web application (the “Web Application”; and (c) all other services provided by NetraMark, as described on the Website and/or Web Application (collectively, the “NetraMark Platform”).
BY ACCESSING AND USING THE NETRAMARK PLATFORM, YOU UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OR USE THE NETRAMARK PLATFORM.
2. MODIFICATIONS TO THE TERMS
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NETRAMARK RESERVES THE RIGHT TO CHANGE THESE TERMS AT ANY TIME WITHOUT NOTICE. SUCH MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON THE POSTING THEREOF. YOUR CONTINUED ACCESS TO OR USE OF THE NETRAMARK PLATFORM AFTER ANY CHANGES TO THESE TERMS INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS REGULARLY.
NETRAMARK RESERVES THE RIGHT TO CHANGE ANY INFORMATION, MATERIAL OR CONTENT (INCLUDING, BUT NOT LIMITED TO, PRICING, FEATURES AND AVAILABILITY OF PLATFORM SERVICES (AS DEFINED HEREIN)) CONTAINED ON OR PROVIDED THROUGH THE NETRAMARK PLATFORM (THE “CONTENT”) AT ANY TIME, AND FROM TIME TO TIME, WITHOUT NOTICE.
The Terms are current as of the “last revised” date which appears at the top of this page. You can find the most recent version of the Terms at: https://www.netramark.com/terms-of-use
3. AVAILABILITY AND USE OF NETRAMARK PLATFORM
AS A CONDITION OF YOUR USE OF THE NETRAMARK PLATFORM, YOU WARRANT THAT: (1) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE; (2) YOU POSSESS THE LEGAL AUTHORITY TO CREATE A BINDING LEGAL OBLIGATION; (3) YOU WILL USE THE NETRAMARK PLATFORM IN ACCORDANCE WITH THESE TERMS; (4) ALL INFORMATION SUPPLIED BY YOU ON THE NETRAMARK PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (5) IF YOU ARE ACCESSING OR USING THE NETRAMARK PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS.
Neither the Web Application nor any other part of the NetraMark Platform is a medical device. Neither the Web Application nor any other part of the NetraMark Platform is intended to be used in the diagnosis, cure, mitigation, treatment, or prevention of disease or other conditions.
The NetraMark Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various services offered by NetraMark through the NetraMark Platform; (2) if and as permitted by NetraMark and these Terms, enable you to use the NetraMark Platform and receive any services offered to you through the NetraMark Platform including the Platform Services, as hereinafter defined; (3) if applicable, facilitate any payments from you in respect of your use of the NetraMark Platform or the receipt of any services through the NetraMark Platform; and (4) if and as permitted by NetraMark and these Terms, provide feedback and otherwise communicate with NetraMark in connection with any of the foregoing ((1) through (4) collectively, in these Terms defined as “Platform Services”).
NetraMark retains the right, at its sole discretion, to deny access to anyone to the NetraMark Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms. You will cease and desist from any such access or use immediately upon request by NetraMark.
4. GRANT OF LICENSE
Subject to these Terms, NetraMark grants you a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to access the NetraMark Platform for your own use in accordance with these Terms. Use of the NetraMark Platform beyond the scope of the authorized access granted to you by NetraMark immediately terminates this license.
5. SECURE LOG-IN
Although certain parts of the NetraMark Platform are accessible to the public, in order to access the Services, as hereinafter defined, users must be issued log-in credentials (e.g., log-in identification and password) to access the secure, non-public areas of the NetraMark Platform (“Registered Users”). In order to do so, a Registered User must register for and maintain an active personal account (“User Account”). Once granted a User Account, a Registered User is only permitted to request Services for themselves. If you have been issued log-in credentials by NetraMark, you are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your password.
You must not share your password with any other person. You agree to (a) immediately notify NetraMark of any unauthorized use of your password or account or any other breach of the security of the NetraMark Platform of which you reasonably suspect or become aware, and (b) ensure that you exit from your account at the end of each session. NetraMark shall not be liable for any loss or damage arising from your failure to comply with this section, and you will indemnify NetraMark in respect of any losses suffered by NetraMark or claims made against NetraMark that are attributable to any loss or damage arising from your failure to comply with this section.
You are responsible for all activity that occurs under your User Account, and you agree to maintain the security and secrecy of your User Account username and password at all times. Unless otherwise permitted by NetraMark in writing, you may only possess one User Account. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. You may not collect or harvest personal data of any other user of the NetraMark Platform, including user account names or login credentials. NetraMark explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.
The NetraMark Platform provides users with a visual web based platform to interact and view their data (together referred to as “Services”).
By becoming a Registered User, you consent to the provisions of the Services through the NetraMark Platform.
You acknowledge that your reliance on any information delivered via the NetraMark Platform is solely at your own risk and you assume full responsibility for all risks associated herewith. NetraMark does not make any representations or warranties about the training or skill of any personnel who deliver services via the NetraMark Platform.
The Content of the NetraMark Platform, including without limitation, text, copy, audio, video, photographs, illustrations, graphics and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by NetraMark. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by NetraMark, or in connection with any communications supported by NetraMark, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by provincial or federal law.
7. DEALINGS WITH OTHER REGISTERED USERS
If there is a dispute between Registered Users of NetraMark Platform or between Registered Users and any third party, you understand and agree that NetraMark is under no obligation to become involved. In the event that you have a dispute with one or more other Registered Users, you hereby release NetraMark and its representatives (and their respective officers, employees, agents and successors in rights) from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or the NetraMark Platform.
8. PRIVACY AND INFORMATION DISCLOSURE
You agree that a Registered User is not permitted to have more than one Registered User profile on the NetraMarkPlatform. You further agree that you will not, in connection with you as a Registered User do anything in connection with the NetraMark Platform that:
is harmful, threatening, abusive, harassing, defamatory, pornographic, profane or otherwise inappropriate;
includes personal or identifying information about another person without that person’s explicit consent;
impersonates any person or entity, including, but not limited to, a NetraMark employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;
infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person, or that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
10. LIMITATIONS ON SERVICE
You agree that NetraMark has no responsibility or liability for the deletion or failure to store or provide any Content maintained or transmitted by the NetraMark Platform. You acknowledge NetraMark reserves the right at any time to modify or discontinue the NetraMark Platform (or any part thereof) with or without notice, and that NetraMark shall not be liable to you or to any third party for any modification, suspension or discontinuance of the NetraMark Platform.
11. TERM AND TERMINATION OF SERVICE
These Terms will commence on the day you first use the NetraMark Platform and will continue into force until terminated by either party as described below . These Terms may be terminated as follows: (1) NetraMark may terminate these Terms at any time and with immediate effect by giving notice to you, at NetraMark’s discretion, by email (at your current email address on file with NetraMark) or through the NetraMark Platform; (2) you may terminate these Terms at any time and with immediate effect by deleting or deactivating your User Account and ceasing use of the NetraMark Platform.
Further, you agree that NetraMark shall not be liable to you or any third-party for any termination of your access to the NetraMark Platform. After said termination, you agree not to attempt to use the NetraMark Platform. The disclaimers, limitations on liability and indemnity clauses shall survive termination of the Terms, as shall any other provision which by its nature ought to survive termination.
12. OWNERSHIP AND PROPRIETARY RIGHTS
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the NetraMark Platform, are owned or licensed by NetraMark and are protected by copyright, trade-mark and other intellectual property laws.
NetraMark expressly reserves all rights in the NetraMark Platform, and all materials provided by NetraMark in connection with these Terms. You acknowledge that all rights, title and interest in and to the NetraMark Platform, all materials provided by NetraMark in connection with these Terms (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with NetraMark (or third party suppliers, if applicable), and that the NetraMark Platform, and all materials provided by NetraMark hereunder are licensed and not “sold” to you.
OTHER THAN FOR YOUR PERSONAL CONFIDENTIAL USE, YOU FURTHER AGREE NOT TO REPRODUCE, DUPLICATE OR COPY WHETHER BY PRINTING OR SAVING TO A DESKTOP, CONTENT FROM THE NETRAMARK PLATFORM WITHOUT THE EXPRESS WRITTEN CONSENT OF NETRAMARK, AND AGREE TO ABIDE BY ANY AND ALL COPYRIGHT NOTICES DISPLAYED ON THE NETRAMARK PLATFORM.
You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the NetraMark Platform.
Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the NetraMark Platform.
13. NO UNLAWFUL OR PROHIBITED USE
You will not, without NetraMark’s prior written permission, use the NetraMark Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (1) ‘frame’, ‘mirror’ or otherwise incorporate the NetraMark Platform or the Content or any part thereof on any commercial or non-commercial website; (2) access, monitor or copy any part of the NetraMark Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (3) violate the restrictions in any robot exclusion headers in the Content or the NetraMark Platform or bypass or circumvent other measures employed to prevent or limit access to the NetraMark Platform; (4) take any action that imposes, or may impose, inNetraMark’s discretion, an unreasonable or disproportionately large load on the NetraMark Platform; (5) deep-link to any portion of the NetraMark Platform for any purpose; (6) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the NetraMark Platform or the Content; (7) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the NetraMark Platform or any Content, including any modification for the purpose of disguising or changing any indications of the ownership or source of the NetraMark Platform or the Content; (8) use the NetraMark Platform or the Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by NetraMark and only in the exact manner specified and enabled by NetraMark; (9) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that may protect the NetraMark Platform or the Content; (10) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the NetraMark Platform or the Content; (11) create derivative works based on the NetraMark Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the NetraMark Platform or the Content; (12) use the NetraMark Platform in a manner that violates the rights (including to intellectual property rights) of any third party, including by providing, uploading or transmitting any user content that violate such third-party rights; or (13) upload to or transmit through the NetraMark Platform any user content that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by NetraMark in its sole discretion.
14. THIRD PARTY WEBSITES
The NetraMark Platform may provide links to third party websites. NetraMark does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under NetraMark’s control, and if you choose to access any such website, you do so entirely at your own risk.
15. ONLINE PURCHASES
All orders, purchases or transactions for the sale of goods, services or information made using the NetraMark Platform are subject to the Terms and Conditions of Sale, found at https://www.netramark.com/terms-of-use also incorporated in these Terms.
Additional terms and conditions may be applicable to parts or features of the NetraMark Platform and are hereby incorporated by reference into these Terms.
16. GEOGRAPHIC APPLICATION OF THE NETRAMARK PLATFORM
Not all of the products and services described on the NetraMark Platform are available in all jurisdictions. Furthermore, nothing on the NetraMark Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
NetraMark does not guarantee the confidentiality of any communications made by you through the NetraMark Platform. Although NetraMark generally adheres to the accepted industry practices in securing the transmission of data to, from and through the NetraMark Platform, you understand, agree and acknowledge that NetraMark shall not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the NetraMark Platform.
18. DISCLAIMER OF WARRANTIES
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
USE OF THE NETRAMARK PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. THE NETRAMARK PLATFORM AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER NETRAMARK OR NETRAMARK’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY REPRESENTATION, WARRANTY OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE NETRAMARK PLATFORM OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER NETRAMARK OR NETRAMARK’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE NETRAMARK PLATFORM OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NETRAMARK CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE NETRAMARK PLATFORM OR THE CONTENT WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE NETRAMARK PLATFORM, THE CONTENT AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, NETRAMARK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE NETRAMARKPLATFORM OR THE CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE NETRAMARK PLATFORM, OR ON ANY WEBSITE LINKED TO IT.
19. LIMITATION ON LIABILITY
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL NETRAMARK OR NETRAMARK’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE NETRAMARK PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
You acknowledge and agree that NetraMark does not provide medical advice, diagnosis, or treatment, and is strictly a technology platform and infrastructure for sharing information.
TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF NETRAMARK IN CONNECTION WITH OR UNDER THESE TERMS OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE NETRAMARK PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE NETRAMARK PLATFORM OR THE CONTENT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID BY YOUR SUBSCRIPTION FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
You will defend, indemnify and hold harmless NetraMark and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
your breach of any of your warranties, representations or obligations under these Terms;
your violation of any applicable law or the rights of a third party (including intellectual property rights); or
your use of the NetraMark Platform or the Content.
In particular, you agree to indemnify and hold harmless NetraMark, its affiliates, members, officers, employees, agents, sponsors, and licensors for any injury, including but not limited to physical or psychological harm, to you or any third party that may result from the use of or reliance on any Content.
21. GOVERNING LAW AND JURISDICTION
Unless the applicable laws of your jurisdiction, require that the laws of your jurisdiction govern, you hereby agree that (a) all aspects of the relationship between you and NetraMark (as well as its agents, delegates, and employees), including without limitation any Services provided to you, and (b) the resolution of any and all disputes arising from or in connection with that relationship, including any disputes arising under or in connection with these Terms, shall be governed by and construed in accordance with the laws of the province of Ontario (other than conflict of laws rules) and the laws of Canada applicable therein. You hereby acknowledge that the Services received by you will be provided in Canada and that the courts located in Toronto, Ontario shall have exclusive jurisdiction to hear any complaint, demand, claim, proceeding or cause of action, whatsoever arising from or in connection with those Services, or from any other aspect of the relationship between you and NetraMark.
These laws apply to your access to or use of the NetraMark Platform or the Content, notwithstanding your domicile, residency or physical location. The NetraMark Platform and the Content are intended for use only in jurisdictions where they may be lawfully offered for use. If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these Terms and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue us as an individual. You agree that you will not file a class action, or participate in a class action.
22. ENTIRE AGREEMENT
Headings are inserted for convenience of reference only and will not affect the construction or interpretation of these Terms.
The word ‘including’ or ‘includes’ means ‘including (or includes) without limitation’.
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.
These Terms are not assignable, transferable, or to be sublicensed by you except with NetraMark’s prior written consent. NetraMark may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
If you have questions about the NetraMark Platform or its use, you can contact NetraMark by sending an email to email@example.com.