These Terms of Use (“Terms”) govern the use of Verto Inc.’s (“Verto”, “we”, “us”, or “our”) website domain, web portals, application and mobile software, which include but are not limited to Verto.Health, GoVerto.com, Verto.ca, SafePatientFlow.com and Verto Flow mobile application software (collectively referred to as the “Site”). These Terms apply to all Verto’s affiliates. The terms “You” and “Your” refer to users of the Site.

PLEASE READ THIS AGREEMENT CAREFULLY. This agreement governs your use of the Site. 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. 

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, AS AMENDED FROM TIME TO TIME, THESE TERMS ARE A LEGAL CONTRACT BETWEEN VERTO AND YOU. YOU CONFIRM THAT YOU POSSESS THE LEGAL RIGHT AND CAPACITY TO UNDERSTAND AND AGREE TO THESE TERM, AND YOU ARE NOT A MINOR. IF YOU DO NOT AGREE TO THESE TERMS IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE OUR SERVICES.



Verto reserves the right, at its sole discretion, to change, add or remove portions of these Terms at any time without incurring any liability or obligation. You may not change the terms of this agreement in any manner.  Using the Services after Verto makes changes to the Terms means you agree to and accept revised Terms.

Use of the Site and your obligations

Use of the Site is for informational purposes only. You agree that you will use the Site and any content found on the Site solely for your personal, lawful purposes and that you shall not use information contained in the Site or the links to the Site in any claims, proceedings, suits or actions against Verto or its affiliates, subsidiaries or suppliers. 

Verto grants limited authorization to access and use the Site, subject to the Terms. You agree that you will not:

- copy, duplicate, download, reproduce, transmit, encode, distribute, or exploit the Site or Services or any of their materials for commercial purposes or for any criminal, malicious, harmful, dishonest or bad faith purpose;
- carry out any harmful or malicious acts against the Services or its components such as introducing viruses, trojan horse, bots, botnets, malicious content, alter the Services 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.);
- decipher any transmission to or from the servers running the services;
- misrepresent yourself, or disguise 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 or any third party);
- access or search any part of the services by any means other than our publicly supported interfaces (for example, “scraping”);
- gain unauthorized access of Personal Information (which includes personal health information);
- use meta tags or any other “hidden text” including Verto’s or our partner’s product names or trademarks;
- use the Site to generate or send unsolicited communications, advertising, chain letters, or spam.

Products and Services

The Site contains information on the products and services of Verto and a means of communicating with us. The products and services are intended for use only in the jurisdictions where they may be lawfully offered for use or sale and neither the use nor sale is intended where prohibited by law. Some products and services may be subject to additional written Terms specific to that product and the service contract with you.

While we make reasonable efforts to ensure that all information contained on the Site is accurate and current, your use of the Site is at your own risk. The Site 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.

We reserve the right to terminate access to the Site or to any information made available on the Site 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 Site.

Electronic Consent

When you provide your Personal Information, you visit to the Site, or send emails to us, you are communicating with us electronically. We will communicate with you by email or by posting notices on the Site. 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

You own your content, but you allow us certain rights to it, so that we can provide our services:

1. You may create content, written or otherwise, while using the Services (“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 Site, 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 Site is solely your responsibility. We are not responsible for any public display or misuse of your Subscriber-Generated Content.
2. 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.
3. 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 Site, without changing its contents.
4. Except for content that originates from us, we do not claim ownership of any content that is transmitted, stored, or processed in our Site. 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.
5. By posting any content via the Site, 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 Services. This license will terminate at the time when the content is removed from the Services.

Privacy

Any Personal Information you provide is protected by applicable privacy laws in your jurisdiction. On the Site 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. You acknowledge that you have read Verto’s Privacy Policy and hereby consent to the collection, use and disclosure by Verto and its agents of your Personal Information for purposes identified in Verto’s Privacy Policy. 

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


Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Verto, its directors, officers, employees, agents, licensors, and their respective successors and assigns be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including without limitation, any direct, special, indirect, punitive, incidental or consequential damages, loss of use, loss of data,  any other loss incurred in connection with your use, misuse or reliance upon the Services,  your inability to use the Services, personal injury, fines, fees, penalties or other liabilities),  whether or not we were advised of the possibility of such damages, resulting from or related to this agreement. 

To the extent that the foregoing limitation is not permitted by applicable law, in no event will our total aggregate liability in connection with or under this agreement, or your use of, or inability to make sure of, the Site exceed the amount of $100.00. For greater certainty, the existence of one or more claims under this agreement will not increase this maximum liability amount.

Indemnity

You agree to indemnify and hold Verto, its directors, officers, employees, agents, licensors, and their respective successors and assigns, harmless 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 Services, your connection to the products and services, or your violation of these Terms in connection with your use of the Services.

Links to other Sites

The Services 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. You interact with the third-party links at your own risk.

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. YOU ACKNOWELDGE, UNDERSTAND, AND AGREE THAT ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES PROVIDED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 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 SAFEGUARDS 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 on the Site (including the design, layout, comments, links, information, appearance and graphics) are protected by copyright laws and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved, 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 Site or of its content, whether in whole or in part, is strictly prohibited without prior written consent of Verto.

General Legal Terms

- Use of the Site is unauthorized in any jurisdiction where the Site or any of the content may violate any laws or regulations. You agree not to access or use the Site in such jurisdictions. You agree that you are solely 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 Site 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 Site 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 Site.
- 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 do not have the legal authority to bind your employer or the applicable entity please do not use the Services. 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

CONTACT US:

If you have any questions about these terms of use, please contact us by email: privacy@verto.health