PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE OR THE MATERIALS.
Welcome to TheRounds.ca. The website is owned and operated by Boondoc Technologies Inc., 3377 Kempt Rd, Halifax, NS B3K 4X5, Canada (“The Rounds”).
This is a binding agreement (“Agreement”) between Boondoc Technologies Inc. and you (“You” or “Your”). This Agreement governs Your use of the website(s) (www.therounds.ca, www.therounds.com, www.boondoc.ca) (the “Site” or “Sites”), including, without limitation, all content such as text, information, images, The Rounds Forums, and The Rounds Blog online community, software and other information, services and materials and all information made available to You or by You through this Site by The Rounds and/or third parties. The service and content provided to You by The Rounds is referred to as the “Materials”. Content available through the service that is created by You or other users is referred to as “User Content”. Content created by you or other users and transmitted via the “private messaging” function is referred to as “Private User Content”.
1. OWNERSHIP OF MATERIALS
All Materials are provided by The Rounds and/or its licensors unless indicated otherwise. All intellectual property rights in the Materials (including copyrights, trademarks, trade secrets and patents) are the property of The Rounds unless indicated otherwise. The Rounds retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without The Rounds’ prior written permission. The Rounds and The Rounds logo are registered trademarks and The Rounds and The Rounds Blog are trademarks and the property of Boondoc Technologies Inc. All other names and trademarks are the property of their respective holders.
2. USE LICENSE
Any unauthorized use of any Materials or information at this Site may violate patent, copyright, trademark, and other laws. Any use of this Site or the Materials shall be considered a limited use license, not a transfer of title, and is subject to the following restrictions: You may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in manners inconsistent with this Agreement and current The Rounds policies. You agree to prevent any unauthorized copying of the Materials or information.
3. TERMINATION OF THIS USE LICENSE
The Rounds may terminate this use license at any time if You are in breach of the terms of this Agreement or if You are found to be in violation of The Rounds’ Code of Conduct. Upon termination, You will immediately destroy any Materials in your possession, if any, and cease use of the Site.
4. CONDITIONS OF USE AND TERMS
To use any Materials and the Site, You must (a) be a currently licensed physician in the Canada, (b) be a registered participant of Therounds.ca, and (c) be a resident of Canada, exclusive of its commonwealths, territories and possessions (“Canada”). Prior to the use of this Site, You must provide The Rounds with valid confirmation of (a) & (c), above, including all of the following: (i) Your name; (ii) Your mailing address (i.e., so we can mail you any accrued payments); (iii) jurisdictions of licensure; and (iv) other confirmatory demographics. By submitting that information to The Rounds, You hereby certify all assertions made under this Section and agree that You authorize The Rounds to confirm the veracity of such information.
This Site is intended by The Rounds to require a valid, working e-mail address and password to access and use the Materials on the Site. Certain other Materials or functionalities on the Site may require additional access codes. You are solely responsible for (1) maintaining the strict confidentiality of the e-mail address, passwords and codes (collectively, “ID(s)”) assigned to you, (2) not allowing another person to use your IDs to access the Site, (3) any damages or losses that may be incurred or suffered as a result of You or Your failure to maintain the strict confidentiality of Your ID, and (4) promptly informing The Rounds in writing of any need to deactivate an ID due to potential or actual security concerns. The Rounds is not liable for any harm related to the theft of Your ID, Your disclosure of Your ID, or Your authorization to allow another person or entity to access and use the Site using Your ID. You agree to immediately notify The Rounds in writing of any unauthorized use of Your ID. If any person has access to your login credentials, they will have access to all of your User Content and your Private User Content. Protect your login credentials!
6. MEDICAL DISCLAIMERS
The Materials available are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. The Rounds or You are not permitted to advise, diagnose, or otherwise treat users of this Site. Neither the content nor any other service offered by or through this Site is intended to be for medical diagnosis or treatment. Persons accessing this information assume full responsibility for the use of the information and agree that Boondoc Technologies Inc. is not responsible or liable for any claim, loss, or damage arising from the use of the information. The Rounds does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on the Site. Your reliance upon the Materials obtained or used by You is solely at Your own risk.
As a user of this Site, You are solely responsible for and liable for the accuracy of the information that You provide to us, including, but not limited to, Your personal and professional representation as provided in Section 4. You hereby certify that You are not a paid consultant or have any other financial interests in the information you provide to this Site, including, but not limited to, the promotion of “off-label” drug uses, the disclosure of confidential clinical trial or other proprietary information.
8. PATIENT DATA AND LEGAL COMPLIANCE
Except through the private messaging function, the Site is not intended for the transmission, storing, review or receipt of confidential patient information (“Patient Information”). However, if you upload such Patient Information to the Site, the following terms apply. Provincial and Federal laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain Materials or to transmit certain information to third parties, including other physicians. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site, the Materials and any third party site. You agree that The Rounds, The Rounds’ licensors and licensees, and all other persons or entities involved in the operation of the Materials and functionalities provided through the Site, have the right to monitor, retrieve, store, review and use Patient Information, if applicable, in connection with the operation or use such Materials, and are acting on Your behalf in transmitting Patient Information. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE OR THE MATERIALS. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO THE ROUNDS) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.
9. GENERAL DISCLAIMERS
THE MATERIALS AND THE SITE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. IN NO EVENT SHALL THE ROUNDS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS, OR (2) RELIANCE ON THE CONTENT AND MATERIALS OR THE SITE, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4) INFORMATION COMMUNICATED THROUGH CHAT ROOMS OR MESSAGE BOARDS, (5) THE COMPLIANCE WITH ANY LAW, RULE, REGULATION, LAW ENFORCEMENT, GOVERNMENT OFFICIALS OR LEGAL AUTHORITY OR THE LIKE, OR (6) ANY OTHER FAILURE TO PERFORM BY THE ROUNDS OR THE ROUNDS’ CONTENT PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER THE ROUNDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ROUNDS ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. Because some jurisdictions may not permit each of these disclaimers and limitations, the above limitation may not apply to You, either in whole or in part. The Rounds and its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these Materials. The Rounds may make changes to these Materials, or to the services and/or products described therein, at any time without notice. The Rounds makes no commitment to update the Materials. Any description of Materials is not a representation that any such Materials are available for sale or distribution in Your location.
10. LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, THE ROUNDS SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND THE ROUNDS AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $50.00. YOU AND THE ROUNDS AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE ROUNDS. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE ROUNDS WOULD NOT PROVIDE THE SITE OR MATERIALS TO YOU.
You agree to defend, indemnify and hold The Rounds, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including The Rounds’ reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site or the Materials, and (3) the unauthorized or unlawful use of the Site by any other person using Your ID.
12. USER CONTENT
Private User Content: The Site has enabled a secure messaging system that permits registered users to privately communicate with one or more other registered users. Private User Content is encrypted when sent, stored and retrieved using at least 256 bit, industry standard encryption. The Rounds will take reasonable measures to restrict access to Private User Content to only those registered users who are the intended recipients of the particular private message. The Rounds has no control over what an intended recipient may do with such Private User Content. Administrators of the Rounds do not have access to Private User Content, but may be required in certain circumstances – such as to comply with a court order – to take extraordinary measures to obtain access to Private User Content. Every user is required to ensure that all use of the Site, including the use of private messages, complies with legal, ethical and regulatory requirements.
You agree that You will not post or provide User Content that is confidential or proprietary, or that infringes the rights of any third parties.
You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You are prohibited from revealing the name or other personally identifying information of any other The Rounds member unless that individual has previously revealed his or her own name or personally identifying information in that specific The Rounds post. Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under applicable laws. You are reminded that The Rounds does not collect personal health information about individuals, but is merely the platform through which users transmit and store User Content. To submit a post, You must provide and upload information to The Rounds server. Within Your uploaded submission, The Rounds does not collect or maintain information that would associate this submission with a specific patient or individual. For example, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy rule, which took effect on April 14, 2003 in the United States, allows for the use of de-identified health information so long as identifiers have been “stripped” and a key is not disclosed that would allow the information to be re-identified. The Rounds does not possess a key to re-identify patient data.
Once a registered participant, You may provide additional information in Your personal profile describing your credentials, professional experiences, academic background, biography and the like. Your personal profile shall be available for viewing by other registered participants of The Rounds and will be considered non-confidential and non-proprietary. Providing additional information in Your personal profile beyond what is required at registration is entirely optional and can be altered or removed by You at any time.
13. COMPLIANCE WITH LAWS
The Rounds may, from time to time, be subject to orders, demands and requests pursuant to laws or regulations. Any action taken by The Rounds in good faith belief that such action is required to comply with such laws or regulations, or to protect its own interests or the Site’s, will not be a breach of this Agreement.
14. LINKS TO OTHER MATERIALS
The linked sites are not necessarily under the control of The Rounds and The Rounds is not responsible for nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. The Rounds reserves the right to terminate any link or linking program at any time. The Rounds has selected the links for Your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and The Rounds shall not be responsible for notification of any change in name or location of any information of the Site. The Rounds reserves the right to request any web site administrator to disable or remove any link that violates any rights of The Rounds or causes interruption or deterioration of Materials provided by The Rounds. Failure to abide by this request shall be dealt with as provided in this section.
15. APPLICABLE LAWS
This Site is controlled by The Rounds from its offices within the province of Nova Scotia. The Rounds makes no representation that Materials in this Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of Canadian export laws or regulations. Any claim relating to the Materials shall be governed by laws in effect in the province of Nova Scotia.
16. DISPUTE RESOLUTION
Any dispute between The Rounds and You arising out of this Agreement shall be resolved first by direct communication with one or more of The Rounds’ management team members. Should The Rounds and You be unable to resolve the dispute by communication and both You and The Rounds jointly agree to do so, The Rounds or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the Canadian Arbitration Association nearest the place of The Rounds’ headquarters and pursuant to Nova Scotia law. The arbitrator shall fully implement the intent and purposes of this Agreement. Subject to Section 10, the party found liable shall indemnify the other party for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.
17. ENTIRE AGREEMENT
Your right to access and use the Site and Materials immediately terminates without further notice upon Your breach of this Agreement or if You are found to be in violation of The Rounds’ Code of Conduct. The Rounds may terminate this Agreement and/or Your right to use the Site and Materials at any time, with or without cause. Sections 1 through 25 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. The Rounds reserves the right to discontinue or make changes to the Site and/or Materials at any time.
The Rounds may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without The Rounds’ prior written permission. Any attempt by You to assign Your rights under this Agreement without The Rounds’ permission shall be void.
20. WAIVER OF BREACH
Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.
21. FORCE MAJEURE
The Rounds shall not be liable for any failure or unavailability of the Site and/or the Materials or failure by The Rounds to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond The Rounds’ control.
The Rounds may deliver notice to You under this Agreement by means of electronic mail, a general notice on http://www.therounds.ca, or by written communication delivered by Canada Post to Your address on record in The Rounds’ account information. You may give notice to The Rounds at any time via electronic mail to firstname.lastname@example.org or by letter delivered by prepaid Canada Post or overnight courier to the following address:
Boondoc Technologies Inc.
3377 Kempt Rd
Halifax, NS B3K 4X5
Attn: The Rounds Legal Department
If You object to any material found on this Site, please bring Your concerns to the attention of [email@example.com]. The Site administrator reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.
The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.
The Rounds reserves the right to make changes to this Agreement at any time without advance notice. The Rounds agrees to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. It is at all times Your responsibility to read the most current form of this Agreement before using the Site to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable. You understand and agree that if you use The Rounds services or access the Site after the date on which the amendment has been posted, You consent to the such amendment.