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Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING A TOOTHE OFFICE ACCOUNT AND SUBSCRIBING TO TOOTHE YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING ANY SCHEDULES TO THE TERMS OF SERVICE, IN A LEGAL AND BINDING AGREEMENT. YOU MAY ENTER INTO THIS AGREEMENT AS AN INDIVIDUAL PERSON OR ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THIS ORGANIZATION OR ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN SSI IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE TOOTHE.
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1. Parties to Agreement: The parties to this Agreement are Seryph Solutions Inc. (“SSI”), the owner of Toothe, and You. You may be referred to as the “Subscriber”, “you”, “your”, and/or “yourself”. SSI may be referenced as “SSI”, “Toothe”, “we”, “us”, “our”, “this website” or “this site”.
2. Agreement. The Agreement between the parties shall include these Terms of Service, the Information Manager Agreement set out at Schedule “A” hereto, and the Privacy and Security Policy set out at Schedule “B” hereto.
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3. Services: The “Services” means either:​
a. Toothe Basic: Those services provided by SSI under the name “Toothe” as set out on the websites www.toothe.io and www.toothe.com under the heading “Toothe Basic”; or,
B. Toothe Total Compliance Solution: Those services provided by SSI under the name “Toothe” as set out on the websites www.toothe.io and www.toothe.com under the heading “Toothe Total Compliance Solution”.
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4. License: Subject to the terms and conditions herein, and only to the extent of authorized use as specified on the www.toothe.io page, we hereby grant a non-exclusive, non-transferable license to you to access and use the Services during the term of this Agreement You may use the Services only for your internal business purposes of communicating, processing, storing and maintaining your data, and not for purposes of resale. You agree that your use of the Services will be in accordance with the terms of this Agreement and with all applicable laws and regulations. You shall not abuse or misuse the Services or attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of our technology. In addition, you are not authorized to use the Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling email in violation of any law or regulation, including without limitation, laws or regulations regarding “Spam”, text or short messages “SMS”, software viruses, and malicious computer code, and lewd, obscene, pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely in our sole discretion.
5. Term of Agreement: The term of this Agreement shall be
a. Toothe Basic: Month to Month; and,
b. Toothe Total Compliance Solution: Twenty-four (24) months;
commencing upon the creation of your Toothe user account. Upon expiration of the initial
24-month term of the Toothe Total Compliance Solution, Toothe Total Compliance Solution
shall continue uninterrupted on a month-to-month basis.
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6. Toothe Office Account: In order to access the Services you shall be required, and agree, to create a Toothe Office Account:
a. You agree that you shall provide all information required by Toothe for the creation of your Toothe Office Account and that such information provided shall be truthful and accurate.
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b. A Subscriber shall appoint a Master Administrator (the “Administrator”). Only the Administrator, Additional Administrators, and Authorized Users shall be permitted to access and use the Services.
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c. The Administrator:​​
i. Shall be the overall administrator of the Subscriber’s Toothe Office Account. The Administrators shall manage the Toothe Office Account and assume the responsibility for the appointment of, and use of the Services by, Additional Administrator and Authorized Users;
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ii. Is authorized to appoint Additional Administrators. Administrators are responsible for maintaining the confidentiality of Usernames and any additional information that we may provide regarding accessing your account;
iii. Is authorized to appoint Authorized Users. Each Authorized User shall be given a login ID and password. An Authorized User shall not transfer his or her login ID and password to any other Authorized User or person nor shall he allow any other Administrators, Authorized Users, or person to access the Services using his or her login ID and password;
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iv. Is authorized to terminate Additional Administrators and Authorized Users in accordance with this Agreement; and,
v. Shall manage the Toothe Office Account on behalf of the Subscriber.
d. You acknowledge and agree that you shall be responsible for each and every access, use or employment of the Services that occur with your login IDs and passwords. You agree to notify us immediately on any unauthorized use, theft or misappropriation of your Toothe Office Account and any login IDs and passwords associated therewith. You shall maintain the currency of your Toothe Office Account and shall terminate any Administrator accounts, Additional Administrator Accounts, and Authorized User Accounts promptly upon the holder of those accounts no longer being an employee, contractor, agent, or designation person of the Subscriber. You further agree that You, any Administrators, and Authorized Users, are required to maintain the confidentiality of your Toothe Office Account, and all login IDs and passwords; and,
e. SSI and Toothe shall not be liable for any loss directly or indirectly related to the loss, theft, or misappropriate of any Toothe Office Account login IDs or passwords. You expressly release and forever discharge SSI and Toothe of and from any and all manner of actions, claims, demands, and debts whatsoever related either directly or indirectly from the loss, theft, or misappropriation of your username or password.
7. Subscriber Materials: When you load or create materials (including patient records, files, text, video, audio and images contained in or generated by such materials and accompanying data) on Toothe (the "Subscriber Materials") you are granting SSI, its affiliates, partners, officers, directors, employees, consultants, agents, and representatives an irrevocable and perpetual right and license to permanently store, copy, maintain, and keep the Subscriber Materials in connection with the operation of Toothe and the provision of the Services, including without limiting the generality of the foregoing the irrevocable and perpetual right and license to use, reproduce, modify, and create derivative works from the Subscriber Materials. Further you agree that SSI does not, in any manner, guarantee, nor is SSI responsible for, the integrity of the Subscriber Materials and you acknowledge that the Subscriber Materials may become corrupted, compromised, damaged, lost or irretrievable and agree that you expressly release and forever discharges SSI and Toothe of and from any and all manner of actions, claims, demands, and debts whatsoever related either directly or indirectly from the corruption, compromise, damage, loss or irretrievability of the Subscriber Materials
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8. Billing For Service. You agree that you shall pay fees for the Services in accordance with those fees as set out on the www.toothe.io (“Service Fees”) which Service Fees shall be automatically charge your credit card or direct debit your bank account, as provided by you, at the beginning of each billing cycle (which billing cycle shall be every 30 days from the creation of your Toothe Office Account). Service Fees are fully earned upon payment and are non-refundable. You also agree to pay, at our then current rates, for all goods or services that you request from us and that are not included in the Services. All fees including, without limiting the generality of the foregoing, Service Fees are exclusive of sales, use, or other transaction-based taxes, and you agree to pay all such charges either as levied by taxing authorities or invoiced by us. We may increase our Service Fees at any time upon notice to you in accordance with this Agreement.
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9. Agreement and Modification of Agreement. We reserve the right to amend this Agreement at any time by posting an amended Agreement, accessible through a link on Toothe’s home page, and/or by giving you prior notice of an amendment in accordance with the notice provisions of this Agreement. You agree that you shall regularly review Toothe’s home page to determine if we have made any amendments to this Agreement. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued use of Toothe following our posting of an amended Agreement or providing you notice of an amendment shall evidence your acceptance of, and agreement to, the amendments to this Agreement. Further, you agree to be bound by any terms or disclaimers provided to you as part of any materials created or provided by Toothe, including, without limiting the generality of the foregoing, any compliance manuals provided individually or as part of the Toothe Total Compliance Solution package.
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10. Modification of Services. We reserve the right to modify the Services from time to time, and in our sole discretion. Toothe may offer other new functionality in the future for additional fees, and if you elect to purchase any of this new functionality you agree that this new functionality shall be included in the Services.
11. Maintenance. We reserve the right to temporarily suspend access to the Service for operational and maintenance purposes. Further, you agree that SSI is not responsible to you for any losses, of any nature or kind, either direct or indirect, that you may suffer as a result of your inability to access or use Toothe, regardless of the reason for Toothe’s unavailability, and you hereby expressly, release and forever discharges SSI and Toothe of and from any and all manner of actions, claims, demands, and debts whatsoever related either directly or indirectly thereto.
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12. Security. You are solely responsible for providing your Internet access and all other technology for your access to the Services, including your Internet connection. You shall be solely responsible for acquiring and maintaining technology and procedures in order to ensure the security of your connection to the Internet.
13. Termination.
a. We may terminate this Agreement at any time in our sole discretion. Termination shall be effective immediately upon notice being given in accordance with the notice provisions of this Agreement. There shall be no refunds of any monies paid under the terms of this Agreement and you shall be responsible to retrieve any and all of your information and data in the form and format provided by our software within 30 days of termination, after which time we reserve the right to delete all of your Confidential Information and data. Further you expressly release and forever discharge Toothe of and from any and all manner of actions, claims, demands, and debts whatsoever related either directly or indirectly from the termination of your Toothe Office Account and deletion of your Confidential Information and data.
b. You may terminate your Toothe Office Account at any time by way of payment of all remaining monthly fees that would have been payable during the term and in accordance with these Terms of Service (the “Termination Fee”). Upon notice being given in accordance with the notice provisions of this Agreement and payment of the Termination Fee, termination shall be effective immediately If you terminate your Toothe Office Account, it is your sole responsibility to retrieve your information and data prior to your cancellation of the Agreement. In any event, we reserve the right to delete all of your Confidential Information and data after thirty (30) days have elapsed from termination or cancellation. Upon your termination of your Toothe Office Account you will be required to pay to Toothe an amount equal to the amount outstanding which amount you instruct and authorize Toothe to pay from your credit card or debit from your bank account.
14. Services Provided “As Is”. We provide the Services “as-is” and we do not make any representation or warranty of any kind, express or implied to you as to the Services. There is no warranty or guarantee that the operation of Toothe and/or the Services will be uninterrupted, error-free, or virus-free, or that Toothe, will meet any particular criteria of compliance, performance, quality, accuracy, purpose, or need. Further you acknowledge and agree that Privacy Laws are not universal and vary from legal jurisdiction to legal jurisdiction and that SSI and Toothe make no representations or warranties as to whether these Services are compliant with the privacy laws of any jurisdiction, including the Province of Alberta. You acknowledge and agree that you shall be solely responsible for conducting such legal research, including consulting a lawyer, to determine whether Toothe’s Services are compliant with the privacy laws of your jurisdiction.
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15. Subscriber’s Indemnity. You will indemnify, defend and hold us harmless from and against any lawsuit, liabilities, loss, cost or expense arising out of: (i) any breach by any of You, your Administrators, your Authorized Users of any of their obligations in this Agreement, and (ii) any negligent act or omission by You, your Administrators, your Authorized Users; (iii) arising out of your use of our Services.
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16. Intellectual Property Ownership. We retain sole and exclusive ownership of all intellectual property rights embodied in our Services, website, content, promotional materials, and all software and technology we use to provide the Services.
17. Independent Contractors. The relationship of the parties is that of independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. You shall have no authority to enter into agreements of any kind on behalf of us, and you shall not have the power or authority to bind or obligate us in any manner to any third party.
18. Notices. Any notifications required under this Agreement may be provided to you by way of email to the email address provided by you on your Toothe Office Account or by way of secure message sent to you by way of the secure messaging function of the Toothe software. Such notifications shall be received by you at the moment they have left the Toothe server notwithstanding whether such notification reaches your server, or in the case of a message sent to you on the secure messaging function of Toothe, the moment Toothe has sent the message to you. You may provide any notifications required under this Agreement by way of email to admin@toothe.com which notification shall be received when such email is acknowledged by way of a response email.
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19. Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to all or substantially all of the business and assets of each party, whether by merger, sale of assets, or other agreements or operation of law. You shall not assign this Agreement or any right or interest under this Agreement, without our prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.
20. Survival. The following obligations shall survive the expiration or termination hereof: (i) any and all warranty disclaimers, limitations of liability, and indemnities, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the intellectual property rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money due to either party.
21. Non-Waiver. The failure of Toothe or SSI to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.
22. Declaration of Invalidity. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
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23. Enurement. This Agreement and all of the terms, conditions and covenants set forth herein shall be binding on and enure to the benefit of the parties hereto, and their respective heirs, executors, administrators, successors and permitted assigns.
24. Interpretation. Whenever the masculine or singular are used herein, the same shall be deemed to include the plural or the feminine and all references to any part of this Agreement shall be read with such changes in name and gender as the context or references so requires.The headings of the paragraphs in this Agreement have been inserted solely for use of reference and as a matter of convenience and do not define, limit, alter, enlarge or amend the scope or meaning of any provision of this Agreement.
25. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the Subscriber shall attorn to a Court located in the Province of Alberta.