Last update: July 15, 2020
1. JURISDICTION AND MINIMUM AGE
You may only use the Platform in a jurisdiction where it is lawful to do so. You are responsible for determining whether your use of the Platform is lawful. By using the Platform, you represent that you have verified your use is lawful in your jurisdiction.
You may not use the Platform if you are under the age of 18.
We have developed a Privacy Statement that describes how we collect, use and disclose the personal information of our Users. You can access our Privacy Statement here: www.cherry.health/platform-privacy-policy. Our Privacy Statement is incorporated into these Terms. Your acceptance of these Terms means you accept the terms of our Privacy Statement.
We hereby grant you a non-transferable, non-exclusive, non-sublicenseable license to use the Platform in compliance with these Terms. The Platform is the property of Cherry Health, and Cherry Health retains all intellectual property rights in the Platform and its content. If you violate these Terms, Cherry Health may suspend or terminate your access to the Platform without notice or compensation to you. We do not warrant that the Platform will be available or functional when you wish to use it, nor do we provide any warranties of uptime.
The Platform allows clinics and medical professionals to arrange for locum coverage. While we provide the Platform in order to enable Users to do so, we are not a party to any locum agreement between Users, and are not responsible for the satisfaction of those locum agreements. We are not responsible for the satisfactory fulfillment of locum coverage or the provision of medical services. You are responsible for your decision to arrange for locum coverage through the Platform.
If you use the Platform, you must provide our third party payment processor with your payment information. If you are a medical professional, you must also provide us with your locum billing ID. We are not responsible for verifying the accuracy or completeness of any payment or billing information you provide us. You may only provide us with payment and billing information for accounts that you are legally entitled to use. You must not use the Platform to commit fraud.
5. CHANGES TO THE PLATFORM
We may add, modify or remove functionality from the Platform in our discretion from time to time, and may do so without prior notification or liability to you. We may revise these Terms in our discretion from time to time upon notice to you. Any changes we make to these Terms will be effective immediately on notice. Your use of the Platform after we provide notice means that you accept any changes. We may provide notice to you through any means, including through the Platform itself.
6. THIRD-PARTY CONTENT
The Platform may display information, reviews, images, advertisements or links from third parties, including other Users ("Third Party Content"). Third Party Content may include information about your clinic, or your performance during a locum. We do not monitor or endorse Third Party Content, nor are we responsible for it, its accuracy or its completeness. We are not responsible for any harm you suffer that is caused by your reliance on any Third Party Content, including Third Party Content that describes the performance history of a medical professional, or a medical professional's experience while providing locum coverage.
7. YOUR USE OF THE PLATFORM
You agree to use the Platform in compliance with all applicable laws. You must keep your the username and password you use to access the Platform secret. You must not attempt to hack or reverse engineer the Platform, or interact with the it except through its functional user interfaces. You must not use the Platform in any way that is harmful, misleading, fraudulent or defamatory. You must not use the Platform to impersonate a third party, real or fictitious. You must not use the Platform to harass other Users, or use it to transmit or display any content that is inaccurate, obscene or hateful, or that violates the intellectual property rights of any third party. You hereby grant us a perpetual, irrevocable license to use any Third Party Content you transmit or upload to the Platform for the purpose of displaying it through the Platform to Users.
8. TERM AND TERMINATION
These Terms come into effect as soon as you start using the Platform, and will remain in effect until terminated by you or Cherry Health. Your rights under these Terms will terminate automatically if you fail to comply with them. We may, in our sole discretion, suspend or terminate these Terms without notice or compensation to you. Upon termination of these Terms, you must stop using the Platform.
Sections 6 through 11 will survive termination of these Terms indefinitely.
9. LIABILITY TERMS
We provide the Platform to you on an "as is" basis, and make no warranties about its quality, functionality or utility. We do not warrant that the Platform is merchantable or fit for a particular purpose, nor that it will meet your requirements or operate uninterrupted or error free. We hereby disclaim any statutory warranties that would otherwise apply to the Platform.
By choosing to use the Platform, you accept responsibility for the consequences that may follow, and assume the risks inherent in its use. In particular, you assume the risk that locum coverage you arrange may cause medical negligence, bodily harm or death to a third party.
You agree that Cherry Health is not liable for any consequential damages, including damages arising from loss of profits, loss of use, loss of business information, loss of business, or any other economic loss resulting from your use of the Platform, even if those damages were reasonably foreseeable. You agree that your sole and exclusive remedy for all claims you may have against Cherry Health resulting from your use of the Platform is limited to direct monetary damages of an aggregate amount equal to the sum of all the fees you actually paid to Cherry Health in the 12 months preceding the date on which the claim arose, or $100 CAD, whichever is greater.
Upon request, you will hold us harmless from, and make us whole for, any losses you or Cherry Health suffers as a result of your negligence, non-compliance with these Terms, or violation of any applicable laws.
10. DISPUTE RESOLUTION
Except where prohibited by applicable law, any dispute arising out of your use of the Platform will be referred to and finally settled by confidential and binding arbitration before a single arbitrator in accordance with the Arbitration Act (Alberta) and the UNCITRAL Arbitration Rules. The seat of the arbitration will be Calgary, Alberta, Canada, the appointing authority will be a Justice of the Alberta Court of Queen's Bench, and the arbitrator will be a person who is legally trained, has experience in the technology and software sectors in Canada or the United States of America, and is independent of either you or us. Every dispute will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any dispute of any third party. You hereby waive any right you may have to commence or participate in any class action against Cherry Health, opt out of any class proceeding against Cherry Health, and waive any right of appeal. The foregoing paragraph does not apply to any action seeking injunctive relief for intellectual property infringement or breach of confidence, which either party may bring in a court of competent jurisdiction.
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles. These Terms set out the entire agreement of the parties about the subject matter described herein. You may not assign your interest in these Terms, in whole or in part, without the prior written consent of Cherry Health. We may assign our interest in these Terms, in whole or in part, without your consent.