Terms of Use
Effective Date: 01 January 2020

These Terms of Use (Terms) govern the use of Verto Inc. (“we”, “us”, or “our”) website domain, web portals, application and mobile software as defined in our privacy policy. These Terms apply to all Verto’s, its affiliates’, or joint venture’s web portals and collectively referred to as “Service(s)”.
These Terms do not apply to our “downloadable” software products (currently designated as “on-premise” deployments), the use of which require a separate license agreement with us. For clarity, however, any software, web portal or website we provide as part of the Cloud or hosted solution by us remains subject to these Terms.

Acceptance
These Terms are a legal agreement between you1 (means you individually or the entity you represent in accepting these Terms) and Verto Inc. which is the owner of the Service. By using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms and to comply with all applicable laws and regulations. You also confirm that you possess the legal right and capacity to understand and agree the Terms and that you are not a minor. If you do not agree with these Terms, please do not use the Service.

Verto Inc. may amend the Terms at any time by posting the amended Terms on its Service. Using the Service after Verto Inc. make changes to the Terms means you agree to and accept revised Terms.

Use of the service and your obligations
Verto Inc. grants limited authorization to access and use the Service, subject to the Terms. By using the Service, you acknowledge that the Service will be used for its intended purpose and that you will not violate any applicable laws. You also confirm that you will not:

• copy, duplicate, download, reproduce or exploit the Service or any of its material for commercial                    purposes;
• carry out any harmful or malicious acts against the Service or its components such as introducing virus,      trojan horse, bots, botnets, malicious content, alter the Service or data manipulation, denial of service          (DoS), or any other such harmful programs or files;
• overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on our        systems that consume extraordinary systems resources (memory, disk space, processors, bandwidth,            etc.);
• deciphering any transmission to or from the servers running the services;
• misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”,    manipulating headers or other identifiers, impersonating anyone else, or falsely implying any                          sponsorship or association with Verto Inc. or any third party);
• accessing or searching any part of the services by any means other than our publicly supported                      interfaces (for example, “scraping”);
• unauthorized access personal information or personal health information;
• using meta tags or any other “hidden text” including Verto’s or our partner’s product names or                        trademarks;
• using the services to generate or send unsolicited communications, advertising, chain letters, or spam

Products and Services
The Service contains information on the products and services of Verto Inc. and a means of communicating with us. The products and services are intended for use only in jurisdiction where they may be lawfully offered for use or sale and neither the use or sale is intended where prohibited by law. Some products and services may be subject to additional written Terms specific to that product and service contract with you.

While we make reasonable efforts to ensure that all information contained on the Service is accurate and current, your use of the Service is at your own risk. The Service is not the authoritative source of information about healthcare practices, your personal and health records and Verto’s suppliers, business partners, sponsors, or other third parties.

The Service is designed to support, not replace, the relationship that exists between your healthcare provider or your physician. The Service is not intended to be a substitute for professional medical advice, diagnosis, or treatment.

We reserve the right to terminate access to the Service or to any information made available on the Service in our sole discretion at any time and without notice. Verto shall not be liable to anyone (you or any third party) for the termination of access to the Service.

Electronic Consent
When you provide your personal information, your visit to the Service, or send emails to us, you are communicating with us electronically. You consent to receive electronic communications from Verto Inc. We will communicate with you by email or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that Verto provides to you electronically satisfy any legal requirement that such communications be in writing.

Subscriber-Generated Content
a. You own your content, but you allow us certain rights to it, so that we can provide the service:You may create content, written or otherwise, while using the Service (“Subscriber-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any Subscriber-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any Subscriber-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your Subscriber-Generated Content.
b. You represent and warrant that you have the right to post all Subscriber-Generated Content you submit. Specifically, you warrant that you have fully complied with any third-party licenses relating to Subscriber-Generated Content and have taken all steps necessary to pass through to end users any required terms.
c. We have the right to, in our sole discretion, determine whether or not any Subscriber-Generated Content is appropriate and complies with these Terms of Use, or refuse or remove any Subscriber-Generated Content that, in our opinion, violates any of our policies or is in any way harmful, inappropriate, or objectionable. We further reserve the right to make formatting and edits and change the manner any Subscriber-Generated Content is displayed on the Service.
d. Except for Content that originates from us, we do not claim ownership of any Content that is transmitted, stored, or processed in our Service. You retain all ownership of, control of, and responsibility for Subscriber-Generated Content you post. You may control access to your Subscriber-Generated Content through settings in your user account.
e. By posting any Content via the Service, you expressly grant us consent to display, modify, adapt, and distribute the Content in connection with the purpose intended in a written agreement. This right does not grant us the right to sell Subscriber-Generated Content or otherwise distribute it outside of our Service. This license will terminate at the time when the Content is removed from the Service.

Privacy
Any personal information you provide is protected in Canada under the Privacy Act and the Personal Information Protection and Electronic Documents Act (PIPEDA). On the Service you will be asked to provide personal information if you would like to subscribe or sign up for one of the services offered by Verto, or if you would like us to respond to a request that you may have. The information is only obtained if you supply it voluntarily. We do not automatically gather personal information and we do not require you to provide more information than is necessary for us to appropriately identify you and respond to your request.

We do not directly collect, use or disclose personal health information (PHI) that is protected by law. We provide technical services for companies who provide services to individuals, healthcare professionals, companies and institutions. In such cases, Verto follows, as agreed in writing between us and our customer, the customer’s sensitive information (PII and PHI) handling policies and procedures and the Personal Health Information Act (PHIPA) or the Health Insurance Portability and Accountability Act (HIPAA). Specific requirements and expectations between us and our customers are agreed upon in the written contract.

If you would like to contact us about Privacy, please email us at privacy@goverto.com.

Limitation of Liability
In no event shall Verto, its directors, officers, employees, agents, licensors, and their respective successors and assigns be liable for any damages of any kind, including without limitation, any direct, special, indirect, punitive, incidental or consequential damages or any other loss incurred in connection with your use, misuse or reliance upon the Service, or your inability to use the Service, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise. The foregoing limitation shall apply even if Verto knew of or ought to have known of the possibility of such damages.

Indemnity
You agree to indemnify and hold Verto, its directors, officers, employees, agents, licensors, and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including, without limitation, legal fees and disbursements, resulting directly or indirectly from your use of the Service, your connection to the products and services, or your violation of these Terms in connection with your use of the Service.

Links to other Sites
The Service may contain links to third party services or references to products or services other than those of Verto. These links are for your convenience only and do not imply the endorsement or approval of such Products and Services by Verto.

Warranties and Disclaimer
USE OF THE SITE IS NOT INTENDED TO AMEND OR CHANGE ANY EXISTING LEGAL RELATIONSHIP THAT YOU MAY HAVE WITH VERTO OR ANY THIRD PARTIES. ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES PROVIDED ON THE SITE ARE PROVIDED “AS IS” OR “WITH ALL FAULTS” WITH NO WARRANTIES OF ANY KIND. WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF OUR PRODUCTS AND SERVICES MAY NECESSARILY INVOLVE TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

Copyrights
All content (including the design, layout, appearance and graphics) provided on the Service are protected by copyright law and is owned by Verto or the party credited as the provider of the Content. Except as granted in the limited licenses herein, any use of the Content, including modification, transmission, presentation, distribution, republication, or other exploitation of the Service or of its Content, whether in whole or in part, is prohibited without prior written consent of Verto.

Trademarks
The Service logos, names, titles, phrases, logos, icons, graphics, or designs may constitute registered or unregistered trademarks, trade names, product or service names, slogans, icons, or logos of Verto or third parties that are used under license. Unless otherwise indicated, their use and reproduction is strictly prohibited. If you would like to contact us about the Terms, please contact us at privacy@goverto.com.

General Legal Terms
Use of the Service is unauthorized in any jurisdiction where the Service or any of the Content may violate any laws or regulations. You agree not to access or use the Service in such jurisdictions. You agree that you are responsible for compliance with all applicable laws or regulations. Any contravention of this provision (or any provision of the Terms) is entirely at your own risk.
The Service is operated by Verto from its offices within the Province of Ontario, Canada. You agree that all matters relating to these Terms, or your access or use of the Service and its Content shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. You agree and hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters relating to your access and use of the Portal and the Content as well as any dispute that may arise therefrom.
Verto’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
The invalidity or unenforceability of any provision of the Terms or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant contained herein and any such invalid provision or covenant shall be deemed severable from the rest of the Terms.
These are the Terms between you and Verto relating to your access and use of the Service.

CONTACT US:
If you have any questions about these terms of use, please contact us:
By email: privacy@goverto.com


Note: 1 – If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not use the Service. PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR ACCEPTANCE T WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

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