Terms & Conditions
These terms and conditions (the "Terms of Use") govern your access
to and utilization of FirstIn, a patient scheduling software
provided as a service over the Internet (the "Software") created
by FirstIn Practice Solutions Ltd and licensed by FirstIn Practice
Solutions Ltd. (collectively referred to as "Company", "we", or
"us"). The term "Software" also encompasses all updates, upgrades,
and new versions of the Software that we provide or make available
to you.
Please review the Terms of Use carefully before using the
Software. By accessing or using the Software, or by clicking to
accept or agree to the Terms of Use when this option is presented
to you, you acknowledge and agree to comply with these Terms of
Use. If you do not agree to these Terms of Use, you must not
access or use the Software.
We reserve the right to modify and update these Terms of Use at
our sole discretion. All changes take effect immediately upon
being posted and apply thereafter to all access and use of the
Software. Your continued use of the Software following the posting
of revised Terms of Use signifies your acceptance of those
changes. Please check this page regularly to stay informed of any
updates.
Subscription Services
During the Subscription Period, as long as your account remains in good standing, you will be eligible to receive technical support and any web-based training or other additional services that the Company, at its discretion, makes available to you ("Subscription Services"). The Company will provide technical support free of charge as part of the Subscription Services. All technical support is subject to the Company's current technical support policy. All updates, upgrades, and new versions of the Software will be governed by your Service Agreement and these Terms of Use. You agree that the Company, or its designee, may remotely access your computer or other device to provide Subscription Services, including but not limited to technical troubleshooting, answering questions, benchmarking, and providing training to you or your personnel. Remote access will be conducted using established, secure, Health Insurance Portability and Accountability Act ("HIPAA") and Personal Information Protection and Electronic Documents Act (PIPEDA) compliant third-party entities. Additionally, you agree that the Company may remotely access your system as necessary to maintain and ensure the effective functioning of the Software. During the period you are eligible for Subscription Services, the Company may, at its sole discretion, offer additional web-based training services. These additional services will be subject to the Company's current policies. The Company reserves the right to discontinue any additional services or introduce new ones at any time, without any right to a refund or set-off.
Accessing the Software
Subject to these Terms of Use and your service agreement with the Company related to the Software ("Service Agreement"), the Company grants you a personal, limited, non-exclusive, non-transferable right to use the Software internally for your dental practice during your subscription period ("Subscription Period"). This right is limited to one fee schedule per [paid account authorized to access] the Software. The Company reserves the right to review your usage and, if your use of the Software exceeds reasonable limits in terms of messaging rate or data storage, may modify the technology, workflow, or fees associated with the Software. We reserve the right to withdraw or modify the Software, and any related services or content, at our sole discretion without notice. We will not be liable if all or any part of the Software is unavailable at any time or for any period. Periodically, we may restrict access to parts of or the entire Software. Your account is personal to you, and you agree not to share access to the Software or any part of it using your username, password, or other security information with anyone else. You agree to notify us immediately of any unauthorized access or use of your username or password or any other security breach. We have the right to disable any username, password, or other identifier at any time, at our sole discretion, for any reason, including if we believe you have violated any part of these Terms of Use.
Intellectual Property
The Software and Subscription Services, including all contents,
features, and functionality (such as information, software, text,
displays, images, video, audio, and their design, selection, and
arrangement), are owned by the Company, its licensors, or other
providers of such material. They are protected by copyright,
trademark, trade secret, and other intellectual property or
proprietary rights laws of Canada, the United States, and other
countries.
You agree that no title to the intellectual property in the
Software or Subscription Services is transferred to you. Except
for the limited rights expressly granted to you by this Agreement,
the Company and its licensors retain all rights, title, and
interest, including all intellectual property rights, in and to
the Software and Subscription Services. All rights not expressly
granted to you by this Agreement are reserved by the Company. No
rights are implied.
Prohibited Uses of the Software
You agree not to, directly or through others, engage in or attempt any of the following actions: (i) reverse engineer, decompile, or disassemble the Software, or otherwise derive or discover its source code; (ii) modify or create derivative works based on the Software, in whole or in part; (iii) remove any proprietary notices, legends, or labels from the Software; (iv) resell, lease, rent, transfer, sublicense, assign, or otherwise provide unauthorized access to the Software; (v) use the Software on behalf of third parties, whether in a service bureau, time-sharing arrangement, or otherwise; (vi) use the Software for litigation or practice valuation purposes, or for any other use not expressly permitted by your Service Agreement or these Terms of Use; or (vii) use the Software with more than one fee schedule per [paid account authorized to access] the Software. Any use of the Software in violation of this Section will immediately terminate your right to use the Software.
Use of Patient Information
If you create, transmit, or display health or other information while using the Software, you must ensure that you only provide information that you own or have the right to use. By providing your or a patient's information through the Software, you grant the Company a license to use and distribute it in connection with the Software. Health care providers must obtain consent before sharing information regarding treatment, payment, and health care operations. Separate patient authorizations are required for all non-routine disclosures and non-health-related purposes. Patients must have access to a history of all non-routine disclosures. FirstIn will track all sharing of patient data, and sharing logs will be provided upon request. Healthcare practitioners must take reasonable measures to ensure safeguards are in place to protect the privacy of patient data.
No Medical or Dental Advice
The Company does not provide medical or dental advice. Any content accessed through the Software is intended for informational purposes only and should not be relied upon for any purpose, including but not limited to possible uses, directions, precautions, drug interactions, or adverse effects related to any product or service.
Permission for Limited Data Sets
The Company is permitted to create an aggregated "Limited Data Set" for purposes such as industry benchmarking reports. This data is compiled without disclosing specific patient or provider information. In accordance with the "Limited Data Sets" section of HIPAA and (PIPEDA) the Company may aggregate data to develop industry benchmarks, provided that no information identifying specific individuals is disclosed.
Third-Party Software
Certain third-party software included with the Software may be subject to additional terms and conditions imposed by third-party licensors. If applicable, these terms and conditions can be found in the "About" pages of the Software. You agree to comply with all applicable terms and conditions imposed by these third-party licensors.
Warranty Disclaimer
The Company, its affiliates, and licensors make no warranties,
whether statutory, express, or implied, regarding the Software or
Subscription Services. The Software and Subscription Services are
provided to you "as is" without any warranty of any kind. You
acknowledge that you assume the entire risk as to the quality and
performance of the Software or Subscription Services. The Company
disclaims and excludes all warranties, whether express, implied,
or statutory, including but not limited to the implied warranties
of title, satisfactory quality, non-infringement of third-party
rights, merchantability, and fitness for a particular purpose.
The Company does not warrant that the use of the Software or
Subscription Services will meet your needs or requirements, be
uninterrupted or error-free, that all defects or errors in the
Software will be corrected, that any information or output
provided by the Software will be accurate or complete, that the
Software will work in all locations, or that the fees suggested by
the Software will be accepted by all insurance companies. Certain
features of the Software may not be available in or compatible
with future versions.
The Company assumes no responsibility and shall not be liable for
any action or inaction taken in reliance on the use of the
Software. You agree not to use inflammatory, incendiary,
inappropriate, or foul language, or take any actions that defame
or negatively portray the Company or its affiliates in the
marketplace.
Consequential Damages Waiver
In no event shall the Company, its affiliates, or licensors be liable to you or any third party for any consequential, special, incidental, or indirect damages of any kind arising out of or related to the Software or Subscription Services or their use (including, but not limited to, damages or costs incurred due to loss of time, loss of data, loss of profits or revenue, loss of patients, decrease in profitability, or loss of use of the Software or Subscription Services, or other economic loss), regardless of the form of action, whether in contract, tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages, and notwithstanding any failure of the essential purpose of your Service Agreement or these Terms of Use.
Limitation on Liability
In no event will the Company or its affiliates accept liability
for any claim, whether for breach of contract or warranty, tort
(including negligence), or otherwise, exceeding the annual
subscription fee paid by you for the Software during the annual
period in which the facts underlying the claim first arose,
notwithstanding any failure of the essential purpose of your
Service Agreement or these Terms of Use. At the end of the
Subscription Period, you may only access and use the Software if
you purchase additional subscriptions. You agree that the Company
or its affiliates will not be liable for any damage you may suffer
in connection with the termination of such Subscription Period and
your inability to access and use the Software.
The limitations in these Terms of Use are comprehensive, and all
examples are illustrative and not exhaustive. The fees and other
provisions in your Service Agreement or these Terms of Use reflect
the allocation of risks between the Company and you. This section
and the consequential damages waiver section above are essential
elements of the basis of the agreement between the Company and
you.
Termination
This Agreement shall remain in effect during the initial Subscription Period and each additional Subscription Period you purchase. Notwithstanding the foregoing, this Agreement will automatically terminate if you fail to comply with its terms. No notice from the Company is required to effect such termination. You may also terminate this Agreement at any time by notifying the Company in writing via (i) written correspondence to the corporate address below or (ii) email to [support@FirstIn.io] requesting termination.
General
If any provision of these Terms of Use is found to be illegal,
invalid, or unenforceable, that provision shall be deemed amended
to achieve as nearly as possible the same economic effect as the
original provision, and the legality, validity, and enforceability
of the remaining provisions shall not be affected or impaired. No
term or provision of these Terms of Use will be considered waived
by either party, nor will any breach be excused, unless such
waiver or consent is in writing and signed by the party against
whom the waiver is asserted. No consent by either party to, or
waiver of, a breach by the other party, whether express or
implied, will constitute consent to, waiver of, or excuse of any
other, different, or subsequent breach. The section titles in
these Terms of Use are provided for convenience only and have no
legal or contractual significance. These Terms of Use are prepared
in English, which shall be the controlling language in all
respects. Any translations of this Agreement into other languages
are for reference only and have no legal effect.
These Terms of Use will be governed by and construed in accordance
with the laws of the Province of Alberta, Canada, as applied to
agreements between Alberta residents entered into and performed
entirely within Alberta. The United Nations Convention on
Contracts for the International Sale of Goods is specifically
disclaimed. You agree that these Terms of Use constitute the final
and exclusive agreement between you and the Company regarding
their subject matter, superseding all prior or contemporaneous
understandings, agreements, proposals, or other communications,
whether written or oral, relating to the subject matter of these
Terms of Use.