DOCTALK INC. TERMS OF USE

Scope of the Service

1. Doctalk grants you a revocable, non-exclusive, non-transferable, non-sub licensable, royalty-free and fee-free license to use and access the Service in Canada. As a condition of using and accessing the Service, you must comply with any and all security, registration, equipment, access and use requirements imposed by Doctalk or its service providers.
2. From time to time and with prior notice to you, Doctalk may change, expand or improve the Service, suspend or cease to continue operating part or all of the Service or selectively disable certain aspects or portions of the Service, in each case in Doctalk's sole and absolute discretion and without an ongoing obligation or liability to you. For greater certainty, your use of and access to the Service does not entitle you to the continued provision or availability of the Service.

Use of the Service

1. In order to allow you to access and use the Service, Doctalk shall provide and/or request that you create access credentials. You agree to keep all Credentials confidential and to prevent it from being accessed or obtained by any other person or third party. In no event will Doctalk be liable for any unauthorized use or misuse of any Credentials, unless caused by the negligence of Doctalk or its agents. It is your responsibility to protect the Credentials and any and all information provided to Doctalk in connection with the Services. Your Credentials cannot be transferred or used by any other person or third party. It is your responsibility to promptly notify Doctalk of any changes to your account information.
2. You shall: (A) notify Doctalk immediately of any unauthorized use of any password or Credentials or any other known or suspected breach of security; and (B) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, Doctalk may immediately remove or suspend any account that falls, or is suspected of falling, under the scope of the foregoing conditions (A) or (B).
3. You can only use and access the Service for your internal use and in compliance with all applicable federal, provincial and territorial statutes, regulations, by-laws, policies, requirements of any professional and/or regulatory bodies, and any other applicable laws.
4. You agree and acknowledge that organizations participating on the Service are not obliged to respond to any request or communication and may reject, at their sole discretion, any such requests without reason.
5. The Service may allow for the electronic transmission of material, information or data about products or drugs developed by participating organizations in relation to the science of medicine, or to the treatment of illness and injuries. Any participating organization may remove, delete, limit or edit any comments, information or use in relation to any products or drugs developed by such organizations. As such, you agree and acknowledge that Doctalk may track, remove and share details regarding your use and/or engagement with such information, with any participating organizations, in accordance with applicable law.
6. You are solely responsible for providing and maintaining your network connections and telecommunications links from your systems to the Service, and are responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet, when such network connections or telecommunications links are not provided by Doctalk. Doctalk shall not be responsible for the corruption, damage, loss or mis-transmission of data, transferred by you while using the Service or for the security of data during transmission via any telecommunications facilities.
7. You may not use or access the Service to:

• post, share or otherwise disclose any personal information, including any personal health information, in using or accessing the Service;
• promote or advertise information or material in regard to any organization's drugs, products or services;
• use or access the Service in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Service or any other services, system resources, accounts, servers, networks, affiliated or linked web sites connected to or accessible through the Service (including uploading, posting or otherwise transmitting any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the Service's infrastructure);
• use any robot, spider or other automatic program or device to monitor, copy, summarize, or otherwise extract information from the Service in whole or in part;
• use or access the Service in any manner that is harmful, threatening, abusive, harassing, defamatory or pornographic;
• use or access the Service in any manner that may dilute or depreciate the name or reputation of Doctalk; or
• interfere with any other persons' use or access of the Service generally.

Ownership

1. All right, title and interest in and to the Service and any data regarding your use of the Service and all intellectual property rights included therein, including without limitation all patents, copyrights, trade secrets and trade-marks, are exclusively owned and reserved by Doctalk or its third-party suppliers as applicable. You acknowledge and agree that no term of this Agreement shall be construed to convey title in the Service to you.

Disclaimer, Limitation of Liability and Indemnity

1. Doctalk is not providing health services, medical services, products or devices and assumes no liability for the information and data accessed through the use of the Service or for any diagnosis or treatment made in reliance thereon. The Service should not be considered as a replacement or substitute for the standard practices, professional judgment, skill and expertise of the health professional using them, but as an aid for the health professional. The Service is not intended to be used as a medical service or device.
2. Doctalk does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned in the Service. You agree that Doctalk is not responsible for examining, evaluating or validating the content, accuracy or appropriateness of any information entered into, transferred by, or delivered by the Service.
3. Your use and access of the Service are made "as is", without any additional warranty, support or representations, and Doctalk expressly disclaims all representations, warranties, covenants and conditions, express or implied, by operation of law or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Doctalk makes no representation or warranty that your use or access of the Service will be uninterrupted or error-free, or that the functions of the Service will meet your requirements.
4. You agree that in no event will Doctalk or its employees, agents, suppliers, or other representatives ("Doctalk Representatives") have any responsibility or liability in connection with the Service or these Terms for any losses or damages whatsoever, whether based on contract (including fundamental breach or breach of a fundamental term), tort (including negligence) or other legal or equitable basis, including without limitation direct, indirect, special, punitive, exemplary or consequential damages or other damages (including without limitation damages for harm to business, loss of information or data, loss of profit, loss of savings or revenue, loss of goodwill or other economic loss), arising from or in connection with or relating to the use of or access to, or any inconvenience, delay or loss of use of or access to, the Service, or failure of the Service, even if Doctalk or any Doctalk Representative has been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.
5. You will indemnify and hold Doctalk and the Doctalk Representatives (the "Indemnified Parties") harmless from and against any claims brought by third parties arising out of your use or access of the Service, and any breach of these Terms by you, including any use or access of the Service other than as expressly authorized in these Terms. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers' fees of the Indemnified Parties in connection therewith.

Termination and Suspension

1. Doctalk reserves the right, in its sole discretion, to terminate this agreement at any time without prior written communication to you.
2. If you decide to terminate this agreement at any point, you must notify Doctalk by email at support@doctalk.com.
3. Upon any termination of this agreement your right to use and access the Service will be immediately terminated.
4. Doctalk reserves the right, in its sole discretion, to suspend your access to the Services.

General

1. These Terms and any dispute relating to the Service will be governed by and construed, interpreted and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any provisions that would require the laws of another jurisdiction to apply.
2. References to "include" or "including" within these Terms shall in each case be deemed to be followed by the words "without limitation" and the terms "include" and "including" shall not be construed to limit any general statement which they follow to the specific or similar items or matters immediately following such terms.
3. These Terms constitute the entire agreement between Doctalk and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between Doctalk and you with respect to this subject matter. No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by Doctalk. Doctalk may assign these Terms and its respective rights and obligations under these Terms without your consent. If, for any reason, a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.