Chapter2Dental Terms of Use

Effective February 1, 2019

Introduction
Welcome to Chapter2Dental! Chapter2Dental is a treatment presentation platform provided and made available to you by Chapter2 Technologies Inc (“Chapter2Dental”, “we”, “us” or “our”) through the Chapter2Dental mobile phone and web applications (the “App”) and the Chapter2Dental website located at www.Chapter2Dental.com (collectively, the “Platform”).

The following terms and conditions (the “Terms of Use”) are the terms and conditions for the Platform.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

These Terms of Use constitute a legally binding agreement between you and Chapter2Dental regarding your access to and use of the Platform. By accessing or using the Platform, you agree to be bound by these Terms of Use. You should also read our Privacy Policy, which is incorporated by reference into the Terms of Use. If you do not wish to be bound by these Terms of Use, please do not access or use the Platform.

These Terms of Use are effective as of January 1, 2019. Chapter2Dental may update or revise these Terms of Use from time to time. You agree that you will review these Terms of Use periodically.

If you do not agree to the terms of these Terms of Use or any modified version of this agreement, your sole recourse is to terminate your use of the Platform. If you breach any of these Terms of Use, your authorization to use the Platform automatically terminates and you must discontinue all use of the Platform.

Provision of the Platform
We hereby grant you permission to access and use the Platform solely for your dental practice purposes and only as permitted by these Terms of Use or any Additional Terms (defined below).

You acknowledge and agree that the form and nature of the Platform may change from time to time without prior notice to you.

Cancellation policy
You acknowledge and agree that we may stop (permanently or temporarily) providing the Platform (or any features within the Platform) to you or to users generally, at our sole discretion, without prior notice to you. You may stop using the Platform at any time in accordance with the terms of this agreement. You and your patients will have 45 days after the end of your active subscription to access your patients personal Health information on Chapter2Dental. Within the 45 days, you may print the patient treatment plans and you may take a screen capture of any photo or of any animation within your dashboard (Chapter2Dental does not provide screen capture services). Chapter2Dental does not provide any downloading service or data transfer of PHI data (treatment plans, videos, photos or animations).

Destruction of patient personal Health Information upon Termination.
Upon the complete termination of this agreement, Chapter2Dental will destroy all PHI received from you within 45 days. We will not retain any copies of such PHI.

If Chapter2Dental determines that destroying the Personal Health Information is infeasible upon termination of this agreement, Chapter2Dental will provide to you notification of the condition that makes destruction infeasible. To the extent that it is not feasible to destroy PHI, PHI will be used or disclosed solely as permitted by law.

Monthly subscription fees
If you fail to pay your monthly subscription licence fee after the free trial, your service will be deactivated in agreement with our cancellation policy.

As a Dental Healthcare Professional, you may use the communication and interactive features of the Platform to communicate a diagnosis, to recommend a treatment plan and to follow up on the status of your treatment plan proposal.

Although Chapter2Dental takes all the necessary measures to protect your personal information and your patient’s personal health information through integrated physical, technological and administrative safeguards, there is no guarantee against data breaches, which may result in the unauthorized collection, use and/or disclosure of your personal health information.

CHAPTER2DENTAL PROVIDES A TECHNOLOGY PLATFORM THAT ENABLE DENTAL HEALTHCARE PROFESSIONALS TO SHARE DENTAL TREATMENT PROPOSALS. THE HEALTHCARE PROFESSIONALS ARE SOLELY RESPONSIBLE FOR AND HAVE COMPLETE CONTROL, AUTHORITY AND SUPERVISION OVER ALL HEALTHCARE SERVICES PROVIDED TO PATIENTS ON THE PLATFORM, INCLUDING, BUT NOT LIMITED TO MEDICAL ADVICE, DIAGNOSIS AND TREATMENT PROPOSALS. CHAPTER2DENTAL DOES NOT SUPERVISE OR HAS ANY CONTROL OVER THE PROVISION OF HEALTHCARE SERVICES BY THE HEALTHCARE PROFESSIONALS, THE MATERIALS, TOOLS OR METHODS USED BY A HEALTHCARE PROFESSIONAL, THE TREATMENT PROVIDED BY A HEALTHCARE PROFESSIONAL OR THE CONDUCT OF A HEALTHCARE PROFESSIONAL. NEITHER CHAPTER2DENTAL NOR ANY OF ITS AFFILIATED COMPANIES OR PARTNERS SHALL BE HELD LIABLE FOR ANY HEALTHCARE SERVICES PROVIDED TO PATIENTS BY A HEALTHCARE PROFESSIONAL.

Treatment representation on the platform
Dental healthcare professionals and patients acknowledge and agree that the illustrations, animations, X-rays, and photos presented in this platform are shown for illustrative purposes only.

The actual dental treatment patient may choose to proceed with may vary in many aspects than what they see on this platform. For example, but not limited to, the shape and/or colour and/or size and/or position and/or angulation and/or number of the crowns, implants, dentures, bridges, bars, abutments, partial dentures, clips or attachment in the dentures.

Dental healthcare professionals and patients acknowledge and agree that the different possible, but not certain, consequences of non-treatment you see in this platform are used only as a tool to explain to you the possible outcome of non-treatment of certain dental conditions. Real consequences of non-treatment may vary in, but not limited to, extent of consequence, delay of the consequence, position of the consequence, shape of the consequence, angulation of the consequence, presence or absence of the consequence.

Dental healthcare professionals and patients agree and acknowledge that any illustration, animation, X-ray and photo do not represent a diagnosis or a definitive dental condition the patient may have. Actual diagnosis of dental condition is and can be only confirmed to the patient directly by the dental health care professional.

No Guarantee
The Dental Healthcare Professionals use the platform to communicate exclusively with their patients following a consultation. We make no guarantees or representations regarding the skills or representations of Healthcare Professionals or the quality or accuracy of the Healthcare Services that such Healthcare Professionals may provide.

CHAPTER2DENTAL DOES NOT GUARANTEE OR WARRANT THE OUTCOME OR QUALITY OF THE TREATMENT PROPOSAL MADE BY DENTAL HEALTHCARE PROFESSIONAL.

User Accounts
In order to use the Platform, you must register for a user account (“Account”). To register for an Account, patient must be aged 18 years or older and must be invited to create an account by their Dental Healthcare Provider following a consultation;

You are solely responsible for ensuring that you use the Platform in accordance with these Terms of Use in the jurisdiction where you are located at the time of a Consultation and as permitted by that jurisdiction’s law or regulation. If such use is not permitted by the laws or regulations applicable where you are located at the time of a Consultation, we prohibit all access to and use of the Platform. You agree to authorize your geolocation services in the App for Chapter2Dental to ensure that the use of the Platform is in accordance with these Terms of Use in the jurisdiction where you are located at the time of a Consultation is permitted by that jurisdiction’s law or regulation.

As part of the registration process, you will be required to provide us with certain information, such as your full name, email address and mobile phone number. You are not permitted to transfer your Account to any other person.

Account Confidentiality
When you provide any other person with access to your Account, you are entirely and solely responsible for any damages that might occur from sharing your personal information on the platform with any other people or organization.

You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your password. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.

Privacy and Personal Health Information
By accessing or using the Platform, you understand that we will collect and use certain information about you, including your personal information and personal health information as defined in, and in accordance with, our Privacy Policy.

For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy.

Questions or requests with respect to your personal information may be sent via email to support@Chapter2Dental.com.

Communications
Chapter2Dental may send you certain communications in connection with your use of the Platform. For example, you may receive follow up messages of your treatment proposals from your patients or other information about your use of the Platform.

Appropriate Use of the Platform
Your use of the Platform is subject to all applicable local, provincial/territorial and federal laws and regulations.

Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, reverse engineer, duplicate, copy, sell, trade or resell any features of the Platform or any of our products and services for any purpose.

You agree that you will not record and/or distribute in any way, manner or form any Consultation without our prior written authorization.

In addition, you agree that you will not use the Platform to:

– Promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;

– Promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;

– Upload, post or otherwise make available any material that contains viruses, malware or other malicious software;

– Upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trade-mark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;

– Make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;

– Engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorized access to the Platform;

– Engage in any activity that attempts to extract any proprietary software used to maintain the Platform; or

– Track, trace or harvest any information on any Account or any other person who visits the Platform.

You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach. In addition, Chapter2Dental reserves the right to investigate, suspend and/or terminate and deactivate your Account if you engage in any of the above activities, misuse the Platform or otherwise engage in acts that Chapter2Dental regards as inappropriate or unlawful.

You agree that no email address or phone number found on the Platform may be harvested or otherwise used for purposes of solicitation unless.

Data Charges and Fees for Use of the Platform
You may access and use the Platform through the App loaded onto a mobile device or via a web browser. You are solely responsible for any software requirements and for any data charges and fees associated with accessing and using the Platform.

Disputes
All disputes between you and a Healthcare Professional are between you and such Healthcare Professional and not with us. However, if you are unhappy with the quality of the Healthcare Services provided by a Healthcare Professional, please contact us at support@Chapter2Dental.com. We will investigate and review all complaints within a reasonable period of time. Upon review, we may, in our sole discretion, decide to provide a refund to you. Under no circumstances do we have an obligation to resolve any dispute or provide a refund to you.

Neither you nor a third-party Healthcare Professional shall have any claim against us arising from a dispute or our resolution of a dispute. You release us from all claims of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Accepting the Terms of Use and Additional Terms
By accessing and using the Platform in any manner, you acknowledge that you have read these Terms of Use and all of the terms and conditions contained herein.  Before continuing to use the Platform, please read these Terms of Use and contact us if you have any questions.

We reserve the right to amend, modify and supplement these Terms of Use from time to time as we see fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Platform (“Additional Terms”).  By accessing and using the Platform, you accept and agree to comply with and be bound by such Additional Terms.  Please review these Terms of Use from time to time to ensure that you are aware of and understand any Additional Terms.

The Additional Terms and the Privacy Policy are hereby incorporated by reference into these Terms of Use and form part of the legally binding agreement between you and us. To the extent that there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms shall govern. These Terms of Use will remain in full force and effect as long as you are a user of the Platform and, in the event of termination of any product, service or feature, you will still be bound by your obligations under these Terms of Use and any Additional Terms.

Links to Third-Party Sites
Use of certain links on the Platform will direct you away from the Platform to third party websites. Such third party websites are not under our control, and we are not responsible for the contents of any such website or any link contained in such website. The third party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such website or the products or services offered therein. If you decide to access any of the third party websites, you do so entirely at your own risk.  You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party websites.

 Ownership of Intellectual Property Rights
The contents of the Platform include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Platform” includes all of the Contents.

The Platform together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Platform, is the exclusive property of Chapter2Dental, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with us, nothing in these Terms of Use gives you a right to use any of the Contents, our trade-marks or other intellectual property of Chapter2Dental.  You may not assign or transfer any of the Contents and you may not grant a license to use or access the Platform to any party.

No information or statement contained in these Terms of Use or the Platform shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trademark, or other intellectual property right of Chapter2Dental or any third party.  You must not alter, delete, or conceal any copyright or other notices contained on the Platform, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Platform.

Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

You may not create a link to the Platform without our prior permission.  We may, however, if requested, grant a limited, non-exclusive right to create a link to the Platform provided that such link is to the entry page of the Platform and does not portray us or any of our activities or services in a false, misleading, derogatory, or otherwise negative manner.

The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.

Termination and Cancellation
We may terminate your use of the Platform and/or access to the Contents, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability.

If you want to terminate your Account with us, you may do so by closing your Account, where we have made this option available to you. Your Account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account; and (iii) you have completed any other obligation(s) associated with your use of the Platform.

Subject to any applicable laws and the ethical and professional obligations of the Healthcare Professional(s) providing Healthcare Services to you, we will have no further obligation of any kind whatsoever to you or any other party. We reserve the right to preserve, retain or delete your information, including personal information, in accordance with the Privacy Policy and any applicable laws and regulations.

For information on how to access your health records, please contact your dental healthcare service provider.

Third-Party Information
Any third-party content, data or publications made available through the Platform are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including Healthcare Professionals, information providers, or any user of the Platform, are those of the respective author(s) or publisher(s) and not of us. WE DISCLAIM ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

Warranty Disclaimer
SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

IN ALL OTHER PROVINCES AND TERRITORIES, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE PLATFORM IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. WE EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE PLATFORM, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE PLATFORM AT ANY TIME.

Limitation of Liability
SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Connectivity
WE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE OUR REASONABLE CONTROL.

Indemnification
You agree to indemnify and hold us, our affiliated companies and their respective agents, employees, directors and officers, harmless from any claim or demand, cause of action, liabilities and expenses (including reasonable lawyer’s fees) due to or arising out of: (i) your use of the Platform; (ii) your violation of this Terms of Use; (iii) any misrepresentations made by you; or (iv) your violation of any rights of another.

General
These Terms of Use, together with any Additional Terms, and the Privacy Policy, constitute the entire agreement between you and Chapter2Dental relating to your use and our provision of the Platform.

You agree that we may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Platform.

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

The laws of the Province of Quebec and the federal laws applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles.

Obtaining Consent

To request our consent for any of the actions for which such consent is required under these Terms of Use, please send an email to support@Chapter2Dental.com. We reserve the right to refuse any such requests in our sole discretion.