TERMS OF SERVICE
Last Updated: January 28, 2019
**PLEASE READ THIS DOCUMENT CAREFULLY.
CNK Tech Inc. d/b/a DoctoRevolution ("CNK," "we," or "us") offers online professional education resiliency and emotional intelligence services to medical practitioners who subscribe for the service, through online training courses and materials, communities and psychometric assessments, interactive activities and coaching through the website located at doctorevolution.org. and its sub-sites (collectively, the "Site"), the doctorevolution.org mobile applications (“Apps”), and other online services (collectively and including the service through the Site and Apps, the "Service"). The Services are more particularly described on the Site, and may be updated from time to time. By registering as a member or by using the Service in any way, users of the Services (“you”, “your”) accept these Terms of Service ("Agreement"), which forms a binding agreement between you and CNK. If you do not wish to be bound by this Agreement, do not use the Service. If you are registering on behalf of a business, government, or non-profit entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
- LICENSE TO USE THE SERVICE
- LICENSE – GROUP SUBSCRIBERS: If you are an individual using the service pursuant to an account provided to you by your employer, the institution in which you work or some other entity (“Administrator”), then (subject to authorisation of your account by the Administrator), CNK grants you a limited, non-exclusive license to access and use the Services for your own personal, non-commercial purposes.. This license is personal to you and may not be assigned or sublicensed to anyone else. This license is only for the term of the agreement that CNK has with the Administrator (“Group Agreement”). Use the Services shall be limited to those subscribed for under the Group Agreement and as authorised by the Administrator. The Administrator may at their discretion remove some or all of your authorisations to use the Services at any time.
- LICENSE – COMMERCIAL SUBSCRIBERS: If you wish to subscribe for the Services directly on your own behalf or on behalf of other (“Commercial Subscriber”), you may subscribe for the Services by submitting an order form through the Site or which we may otherwise provide to you (“Order Form”). The Order Form will specify the Services that you are subscribing for, the fees for the Services (“Fees”), payment terms, the subscription period (“Subscription Period”) and any other additional terms, conditions or limitations. Where we confirm in writing to you that we have accepted your Order Form, we shall make the Service available to you (and, if applicable your other users) for internal use during the subscription period set out in that Order Form. Your right to use the Service during the Subscription Period shall be in accordance with any additional conditions, restrictions or parameters specified in the Order Form.
- MOBILE APP: Where you download the app, you are granted a limited, non-exclusive, non-transferrable, revocable license to use the App for your personal, non-commercial purposes. You may only use the Apps on a device that you own or control.
- THE SERVICES
- THE SERVICES. The Services offered include continuing education online courses, psychometric assessments, interactive activities to assist in wellness and self-care, and accredited coaching services. A description of the Services together with the dates on which certain Services will begin (including without limitation certain online courses that we make available from time to time) are available on our Site. We will provide the Services with reasonable care and skill in accordance with the description set out on the Website.
- WITHDRAWAL OF SERVICE. We reserve the right to vary or withdraw any of the Services without notice at any time.
- We expect you to satisfy yourself that the Services you are purchasing will meet your needs prior to making such purchase. We do not make any guarantee to you that you will obtain a particular result, professional qualification or employment opportunity from your purchase and completion of any of the Services.
- USE OF THE SERVICE
- CNK Responsibilities. CNK shall use commercially reasonable efforts: (i) to maintain the security and integrity of the Service and all data and content provided by you (“Customer Data”); and (ii) to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond CNK's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CNK employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within CNK’s possession or reasonable control, and denial of service attacks.
- Your Responsibilities. You are responsible for all activities that occur in your account (and, if you are a Commercial Subscriber, in your users’ accounts) and for compliance with this Agreement. In addition to your general obligations to comply with the terms of this Agreement, you shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) comply with all guidelines and policies regarding the content that may be uploaded, used and processed through the Service that CNK may publish on the Site from time to time; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
- Use Guidelines. You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store malicious code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
- What information we may collect about you;
- What we use that information for; and
- With whom we share that information.
- REGISTRATION: To fully use the Service, you must register as a member by providing a user name, password, and valid email address. You must provide complete and accurate registration information to CNK and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.
- USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
- ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by authorized or unauthorized users. You must not allow others to use your account credentials and you must safeguard the confidentiality of those credentials. If you are using a computer that others have access to, you must log out of your account after using the Service. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately at email@example.com.
- SEAT ACCESS: If you are a Commercial Subscriber, you may grant access to your account to other CNK members subject to the seat limit set out in your Order Form. You are responsible for the actions of those persons insofar as your account is concerned.
- SUBSCRIPTIONS AND PURCHASES
- Commercial Subscribers shall pay the Fees specified in the applicable Order Form. Fees will be invoiced on the terms set out in the Order Form. Unless otherwise stated in an invoice, charges are due immediately on invoicing, and will be charged to the credit card details that you provide. You are responsible for maintaining complete and accurate billing and contact information with CNK. Any payment not received by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), late charges at the rate of 1.0% of the outstanding balance per month (12.67% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
- Unless otherwise stated, CNK’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on CNK’s net income or property. If CNK has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority.
- Audit Rights. CNK shall have the right to use the capabilities of the Service to confirm Your compliance with this Agreement.
- TERM AND TERMINATION; ACCOUNT DELETION
- TERM: This Agreement begins on the date you first use the Service and continues as long as you have an account with us. If you are a Commercial Subscriber, your subscription will automatically renew for the same period of time as the original subscription at the then-current rate in effect at the time of renewal. You may decline to renew at any time prior to the commencement of a renewal subscription. CNK reserves the right to deny subscriptions, renewals, and other purchases for any reason. Unused storage, plays, and other limits do not roll over to subsequent subscription periods.
- ACCOUNT DELETION: You may delete your account at any time. Basic accounts may be deleted from the Service if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months. Paid subscription accounts will remain active until the end of the subscription term and any renewal term.
- TERMINATION FOR BREACH: CNK may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if CNK determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage CNK's reputation and goodwill. If CNK deletes your account for the foregoing reasons, you may not re-register for the Service. CNK may block your email address and Internet protocol address to prevent further registration.
- EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by CNK will terminate. Sections 6 and 11 through 16 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. CNK shall not be responsible for the loss of such content.
- CONTENT RESTRICTIONS
- You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:
- Includes any personal information, personal health information or sensitive personal information (which includes information that may be used to identify an individual, including without limitation any images or recordings by which an individual may be identified unless such recordings or images have been suitably anonymized);
- Is in breach of any applicable laws, including without limitation any laws regarding personal information, personal health information, sensitive information or similar;
- Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
- Exploits minors;
- Depicts unlawful acts or violence;
- Depicts animal cruelty or extreme violence towards animals;
- Promotes fraudulent or dubious business schemes; or
- Violates any law.
- CODE OF CONDUCT
In using the Service, you must behave in a civil and respectful manner at all times. Further, you will not:
- Act in breach of any professional or ethical guidelines applicable to your profession or that of your affiliated Commercial Subscriber;
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute "spam";
- Collect information about others; or
- Advertise or solicit others to purchase any product or service within the Site (unless you are an official CNK partner or advertiser and have a written agreement with CNK).
CNK has the right, but not the obligation, to monitor all conduct on and content submitted to the Service. CNK may publish additional guidelines regarding code of conduct in accordance with good industry practice and applicable law on the Site from time to time, in which case you agree to comply with such guidelines.
- INTELLECTUAL PROPERTY RIGHTS.
- RESERVATION OF RIGHTS. Subject to the limited rights expressly granted hereunder, we reserve (for ourselves and our licensors) all rights, title and interest in and to the Services (including without limitation all course materials, psychometric assessments and other content and materials provided through the Services, together “Service Content”), whether adapted, written or customised for you or not, including all related intellectual property rights.
- LIMITED RIGHTS GRANTED. No rights are granted to you hereunder other than as expressly set forth in this Agreement.
- You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or Service Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service (f) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Services Content without prior written permission; (g) record on video or audio tape, relay by videophone or other means any Service Content; (h) use the Services or Service Content in the provision of any other course or training whether given by us or any third party trainer; or (i) remove any copyright or other notice of ours on the Service Content. Commercial Subscribers further covenant and undertake not to use any information (express of inferred) available through the Service for the purpose of making any decision or action in anyway relating to the employment of any individual.
- DEFINITION OF CONFIDENTIAL INFORMATION. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all SOWs hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- CONFIDENTIALITY. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
- PROTECTION. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
- YOUR REPRESENTATIONS AND WARRANTIES
- For each piece of content that you submit (whether through chat, in the course of programs or otherwise), you represent and warrant that: (i) you have the right to submit the content to CNK and grant the licenses set forth above; (ii) you have obtained all requisite consents required under applicable law in respect of the publication of such content through the Service and access by third parties to that Content; (iii) CNK will not need to obtain licenses from any third party or pay royalties to any third party; (iv) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (v) the content and access of the content by the individuals authorised by you complies with this Agreement and all applicable laws.
- You will indemnify, defend, and hold harmless CNK and its affiliates, directors, officers, employees, and agents, from and against all third party actions that: (i) arise from your activities on the Service, including without limitation any content that you upload and otherwise make available through the Service or any action taken in reliance (in whole or in part) on the information available through the Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to CNK violates any law or infringes any third party right, including any intellectual property or privacy right.
- THIRD PARTY COPYRIGHTS AND OTHER RIGHTS
- CNK respects the intellectual property rights of others. If you believe that your intellectual property rights have been infringed, please send us a notice at firstname.lastname@example.org.
- CNK reserves the right to modify the Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Service. CNK has no obligation to screen or monitor any content and does not guarantee that any content available on the Service complies with this Agreement or is suitable for all users.
- We provide the Services using a commercially reasonable level of skill and care, but neither CNK nor its suppliers or licensors make any specific promises about the Services, including the content or any submission therein. For example, we don’t make any commitment that the operation of the Services will be uninterrupted or error-free; that any defects will be corrected; that the Services, including the server that makes them available, are free of viruses or other harmful components; or as to the accuracy, completeness, reliability, availability, suitability, quality, non-infringement, operation or result obtained from the use of any Content or Submission provided on, accessible from or distributed through the Services.
- AND ITS SUPPLIERS AND LICENSORS PROVIDE THE SERVICES, THE SERVICES CONTENT AND ALL CONTENT AND ANY SUBMISSION INCLUDED IN OR ACCESSIBLE FROM THE SERVICES "AS IS" AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH AND ITS SUPPLIERS AND LICENSORS DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW. YOUR USE OF THE SERVICES AND ALL CONTENT AND SUBMISSIONS, INCLUDED IN OR ACCESSIBLE FROM THE SERVICES ARE AT YOUR SOLE RISK. WIHTOUT LIITING THE FOREGOING, WE MAKE NO REPRESENTATION REGARDING THE ACCURACY, LAWFULNESS OR FITNESS OF PURPOSE REGARDING THE CONTENT OF ANY SERVICE CONTENT AND DISCLAIM ALL RESPONSIBILITY FOR ANY ACT OR OMISSION TAKEN OR NOT TAKEN IN RELIANCE ONTEH SERVICES OR SERVICE CONTENT.
- To the extent permitted under applicable law, neither CNK nor its suppliers and licensors assume responsibility for any injury and/or damage to persons, animals or property as a matter of products liability, malpractice, failure to warn, negligence or otherwise, or from any use or operation of any ideas, instructions, methods, tests, products or procedures displayed on the Services or incorporated in the content or any submission included in or accessible from the Services. Practitioners and researchers must rely on their own experience, knowledge and judgment in evaluating or applying any information, which remains their professional responsibility. Because of rapid advances in the medical sciences and changes in government regulations and clearances, we recommend that independent verification of diagnoses, treatments, indications choice of drugs and drug dosages should be made. Discussions, views, and recommendations expressed may not be considered absolute and universal for every situation. CNK will not be liable for the failure by any user of the Services, content or submission to use due care in the use and validation of results made available through the Services or included in the content or any submission, nor will CNK be liable for any medical treatment provided by users to their patients, whether or not the Services, content or submission were used in connection with such treatment.
- TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, PERSONAL INJURY (INCLUDING DEATH), LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES OR THE CONTENT OR SUBMISSIONS, OR SHALL THE LIABILITY OF OR ITS SUPPLIERS AND LICENSORS EXCEED A SUM EQUAL TO THE FEES PAID BY YOU HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- CNK does not claim ownership, endorse or take responsibility for any third-party products, information, guidelines, materials or services that may be offered, advertised, provided or displayed on the Service or incorporated in the Content or any Submission contained on, accessible from or distributed through the Services.
- LIMITATION OF LIABILITY
To the fullest extent permitted by law: (i) CNK shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and (ii) CNK's total liability to you shall not exceed the amounts paid by you to CNK over the three (3) months preceding your claim(s).
- GENERAL PROVISIONS
- GOVERNING LAW: This Agreement shall be governed by the laws of the Province of Alberta, Canada, without regard to principles of conflicts of law. The United Nations Convention of Controls for International Sale of Goods shall not apply.
- DISPUTES: Any action arising out of or relating to this Agreement or your use of the Service must be commenced in the provincial or federal courts located in Calgary, Alberta, Canada (and you consent to the jurisdiction of those courts). In any such action, CNK and you irrevocably waive any right to a trial by jury.
- INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by CNK in exercising any right hereunder will waive any further exercise of that right. CNK's rights and remedies hereunder are cumulative and not exclusive.
- SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without CNK's prior written consent. No third party shall have any rights hereunder.
- NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from CNK electronically. CNK may provide all such communications by email or by posting them on the Service. For support-related inquiries, you may contact us. You may send notices of a legal nature to CNK at email@example.com or the following address:
635 Copperfield Blvd SE, Calgary, AB T2Z 4C7
Nothing herein shall limit CNK's right to object to subpoenas, claims, or other demands.
- MODIFICATION:This Agreement may not be modified except by a revised Terms of Service posted by CNK on the Site or a written amendment signed by an authorized representative of CNK. A revised Terms of Service will be effective as of the date it is posted on the Site.