Terms of Service
Grouse Software Labs Inc. dba Dr. Bill (“We” or “Us”) owns and operates the website located at https://www.dr-bill.ca/ (“Website”) and the Dr Bill mobile applications made available through the Apple App Store, Google Play Store and other similar app stores (the “App”), and the online software as service billing platform (“Platform”) which interface with both the Website and App (together the “Services”). While some terms are particular to subscribers to the Service, these Terms of Service generally apply to all users of the Website, App and/or Services.
BY VISITING THE WEBSITE, DOWNLOADING THE APP, CREATING AN ACCOUNT OR OTHERWISE USING THE SERVICES YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT INSTALL OR USE THE APP OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS OF SERVICE MAY BE AMENDED OR UPDATED BY US FROM TIME TO TIME WITHOUT NOTICE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF SERVICE FOR ANY CHANGES. YOUR USE OF THE SERVICE OR ANY PART OF IT AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF SERVICE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE APP FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF SERVICE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF SERVICE.
Please read these Terms of Service carefully before accessing or using our Services. By accessing or using any part of the Services, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website, download the App or otherwise use any of the Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the Services (whether through the Website, the current Apps, a new App or otherwise) shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to any part of the Services following the posting of any changes constitutes acceptance of those changes.
1. GENERAL CONDITIONS
1.1. We reserve the right to refuse service to anyone for any reason at any time.
1.2. You understand that some Services content (not including credit card or private patient information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information and private patient information is always encrypted during transfer over networks.
1.3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Website or App through which the Services are provided, without express written permission by us.
1.4. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
2. GETTING STARTED
2.1. You must create an account in order to use the Services. You will be asked to provide certain basic information in order to purchase/use the Services. This information may include your name, address, company (if applicable), telephone number, email address, credit card details.
2.3. You may only use the Services only for purposes as permitted by this Agreement and not to use the Services for any purpose prohibited by applicable law or regulation. You may not use the Services if you are our competitor. In using the Services You shall not do any of the prohibited acts set out in Section 12 of this Agreement.
3.1. Where you have subscribed for the Services and we have accepted such subscription then, in consideration of the payment of the applicable fees and subject to these Terms, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, single, internal license and right to access and use the Services during the term of your subscription for your internal business purpose. Any software provided to you is licensed, not sold.
3.2. The Services may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Services falls under the scope of this Agreement. Such third party software is licensed not sold, and will be provided to You on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of download.
3.3. You shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, distribute, time share or otherwise make the Services or any part of them (including any underlying technology) available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) circumvent any user limits or other use restrictions that are built into the Services; (c) access the Services in order to: (i) build a commercial competitive product or service; or (ii) copy any features, functions or graphics of the Services; or (d) share Your user account with any third party.
4. PAYMENT TERMS
4.1. Your access to and use of the Services is subject to Your payment of the applicable fees due for the Services selected by You which are set out in in the order form you submitted (either directly, or through the Website or App at the time of subscription) and which was accepted by us (the "Fees") and all other applicable amounts, charges and taxes indicated when You purchase Services. Payments are due on the terms set out at the time of the order, or as otherwise notified by us to you. All fees are non-refundable.
4.2. By providing a credit card to us as part of Your account set-up for Your monthly or annual pre-authorized payments, You authorize us to charge Your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes our good and sufficient authority for so doing.
4.3. If any amount owed by you is 30 or more days overdue, we may deactivate or lock your account. We will endeavour (but are not obliged) to give you at least 10 days’ prior notice that your account is overdue. You are solely responsible for all charges incurred under your account by you or third-parties.
4.4. Fees do not include tax. You are responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on your purchase or use of the Services. To the extent we are required to collect such taxes, the applicable tax will be added to your billing account.
5. PROPRIETARY RIGHTS
5.1. Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all intellectual property ("IP") rights to or arising from the Services are and shall remain our exclusive property. Nothing in this Agreement intends to transfer any such IP rights to, or to vest any such IP rights in, you. You are only entitled to the limited use of the IP rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with our IP rights in the Licensed Materials.
5.2. As between You and us, you own the content you provide, create, store and process through the Services. We do not claim ownership of the data, materials, and/or content you submit through the Services (“Content”). However, by using the Services You grant us a worldwide, royalty-free, non-exclusive license to collect, use and store such Content solely for the purpose of providing you with the Services. We may collect usage and service data in aggregate to develop marketing content, general usage data or to provide or improve the Services, provided, any and all usage data shall remain confidential and may be disclosed only if anonymized and aggregated with other data.
6. OBLIGATIONS & USE REQUIREMENTS
6.1. While we provide the necessary tools & technology to protect information you store with our service we expect that you take responsibility for protecting your data and those of patients. In order to do so we recommend the following:
- That you enable the password protect (or lock) on your phone.
- That you enable the password protection feature on the App, and the password you use to access the app be different than the one you use to unlock your phone.
- That you log-out of any web browser after using Dr. Bill, especially when using a computer in a shared space such as a hospital.
- When sharing patient lists with colleagues, you ensure 1. That that individual has appropriate reason to access the patient’s information 2. That you share the PIN to access that information separately from the invitation to access the information
- We recommend that you enable 2-factor authentication on your account with us;
- If you should lose your phone, that you notify Grouse Software Labs immediately so that we can protect and/or delete the data on your phone.
- That you do not share your password or PIN’s with anyone.
7. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
7.1. We are not responsible if information made available on through the Service is not accurate, complete or current. The material on the Service is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Service is at your own risk.
7.2. The Service may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Service at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our Services.
8. MODIFICATIONS TO THE SERVICE AND PRICES
8.1. Prices for our products are subject to change without notice, unless pricing has been agreed to under a separate contract, then those contract terms apply.
8.2. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
8.3. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service or any part of it.
9. ACCURACY OF BILLING AND ACCOUNT INFORMATION
9.1. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel purchases per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
9.2. You agree to provide current, complete and accurate purchase and account information for all purchases made. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
10. OPTIONAL TOOLS
10.1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
10.2. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
10.3. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
10.4. We may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
11. THIRD-PARTY LINKS
11.1. Certain content, products and services available via our Service may include materials from third-parties.
11.2. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
11.3. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
12. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
12.1. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
12.2. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
12.3. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
13.1. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with this Agreement or the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, the terms and conditions of this Agreement and any related quotations and invoices, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed in connection with the Agreement, Content and Your RFP responses and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with this Agreement; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Confidential Information shall not include information that was: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no fault of the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Notwithstanding termination of this Agreement, Receiving Party’s obligations under this section with respect to any Confidential Information shall remain in effect for five (5) years from the date first received except with respect to trade secrets which must be kept in confidence indefinitely or until such time they are no longer deemed Confidential Information of the Disclosing Party.
13.2. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, then to the extent legally permitted, the Receiving Party shall provide the Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
13.3. Without limiting the foregoing, you acknowledge and agree that we may access, use, preserve and/or disclose your account information and content if legally required to do so or to the extent necessary to: (a) comply with a legal process; (b) enforce this Agreement including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues related to the Services you are using; or (d) protect the rights, property or safety of us, our users or the public as required or permitted by law.
14. PERSONAL INFORMATION
15. ERRORS, INACCURACIES AND OMISSIONS
15.1. Occasionally there may be information on our Site, App or in the Service that contains errors, inaccuracies or omissions, including without limitation those that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
15.2. We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
16. PROHIBITED USES AND COMPLIANCE WITH APPLICABLE LAWS
16.1. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
16.2. You will at any and all times comply with any and all laws, regulations and policies that may apply to the use of the Services by You. You will use the Services solely for lawful purposes. In this respect You may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on the Website), (iii) send any unsolicited commercial communication not permitted by applicable law; (iv) endanger any part of any of our system or Internet connection or any third party; or (v) use the Services to store any personal information from individuals who have not consented to your processing of their personal information.
17. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
17.1. We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
17.2. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
17.3. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
17.4. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED 'AS IS' AND 'AS AVAILABLE' FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WEFURTHER DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR LICENSED MATERIALS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DO WE WARRANT THE SECURITY OF ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
17.5. IN NO CASE SHALL GROUSE SOFTWARE LABS INC, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. IN NO EVENT SHALL OUR (INCLUDING ITS LICENSORS AND SUBCONTRACTORS) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 2 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW
18.1. You agree to indemnify, defend and hold harmless Grouse Software Labs Inc and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
19.1. In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
20.1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
20.2. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
20.3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
21. ENTIRE AGREEMENT
21.1. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
21.2. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
21.3. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
22. GOVERNING LAW
22.1. These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the provincial laws of the Province of British Columbia and federal laws of Canada. The courts located in Vancouver, British Columbia shall have exclusive jurisdiction over any such lawsuit
23. CHANGES TO TERMS OF SERVICE
23.1. You can review the most current version of the Terms of Service at any time at this page.
23.2. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
24. CONTACT INFORMATION
24.1. Questions about the Terms of Service should be sent to us at email@example.com.