Date of Last Revision: March 23, 2019
CommForms Secure Forms Inc. (“CommForms”, “we”, “us” and terms of similar meaning) provide the Services (defined below), including access to the CommForms Platform subject to these Terms of Service of use (these “Terms”). An updated copy of these Terms will be available on www.CommForms.ca (the “CommForms Site”).
Please read through these Terms carefully before using the Services. By requesting the creation of an Agency Account or by creating a User Account or by otherwise using the Services, you agree to be legally bound by these Terms and all policies, statements and guidelines incorporated by reference into these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Services.
If you are requesting the creation of or are creating an Agency Account or otherwise using the Services with the intentions of binding a company or organization, (a) you hereby represent and warrant that you have the power and authority to bind such company or organization, and (b) such company or organization shall be deemed to have agreed to these Terms.
“Administrative Rights” means the rights to provide, issue, administer, update and limit the rights of other Agencys of Agency Organization or Agency Organizations of a Network.
“Agency” means a company, agency, institution or organization that is represented by an Agency Account Administrator which has registered for an Agency Account to receive Services.
“Agency or Enterprise Network” means a predefined set of Agencies or Organizations that use the CommForms platform and have agreed to the sharing of content between agency accounts.
“Agency Account Administrator” means a User or Users who have been given Administrative Rights to administer the Agency account information and all User Accounts belonging to an Agency Account.
“Agency Account” means an account that controls the content related to a unique and specific company, agency, institution or organization and is administered by a User or group of Users that have been identified as the Agency Account Administrator for that Agency Account.
“Agency CommForms Website means the website setup for your agency or organization on our communitysupportservices.ca domain or other CommForms owned or controlled web domains.
“CommForms Platform” means the website setup for your agency or organization on our communitysupportservices.ca domain or other CommForms owned or controlled web domains, the content of said website, the CommForms portal, electronic services and APIs provided by CommForms.
“Content” means all content available on or through the Services, including all text, forms, email addresses, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement.
“Services” means the services provided by CommForms, including through the CommForms Platform.
Service Requests means the digital information that is transmitted to the Agency Account when an individual completes and submits a form on the Agency CommForms Website.
“User” means a User who registered for a User Account under the administration of an Agency Account.
“Users” means all users of the Services.
CommForms is an online platform that aims to simplify the service request process and scheduling arrangements between agencies / organizations and their clients / customers / patients / users.
The CommForms Services may be available through the CommForms Platform, the CommForms site or through third party websites and applications that have linked to the CommForms Platform.
Some of the Services are made available to Users without the need to register for a User Account. We refer to these Services as “Public Services”. Public Services may include functionality that permits individuals to send service requests to a specific agency or organization's Agency CommForms Website. Each Agency Account Administrator is responsible for ensuring the accuracy of the content, wording and functionality on their Agency CommForms Website as well as the reception, handling and processing of incoming service requests. CommForms is not responsible for the contents or processing of the service requests and is not responsible for responsible for responding to service requests.
Other Services are only available to Users who have registered for a User Account. Such “Agency Services” may include functionality that permits the sending, receiving, processing and responding to of service requests or updating Agency Account information.
In addition to Public Services and Agency Services, certain Agency accounts or Users may request additional, premium or customized Services that are not generally available to the public or are only available for additional fees. You may request such “Additional Services” or “Premium Services” by contacting CommForms. If a request for Additional Services or Premium Services is made, CommForms will evaluate such request and provide you with a quote for the Additional Services or Premium Services (Quote) at the contact information you provide. Upon acceptance of the Quote, CommForms will present you with such additional agreements or addendums to these Terms as necessary, which, upon acceptance shall be incorporated into these Terms.
In addition, please refer below for additional policies statements and guidelines related to our Agency roles and responsibilities that are incorporated by reference into these Terms (“Policies”).
User Accounts; Registration Data; Account Security
As described above, certain types of Users who wish to use certain features of the Services (including Agency Services), will be required to register for a CommForms account (“User Account”). The rights associated with your User Account and the Services available to you will vary based on the rights and privileges attached to your account and whether your User Account has had Additional Services or Premium Services paid for.
Upon registering a User Account, you agree to
(a) provide accurate, current and complete information as may be prompted by any registration forms on the Service, including information about the Agency Organization you represent (“Registration Data”);
(b) maintain the security of your password;
(c) maintain and promptly update the Registration Data, and any other information you provide to the Services, and to keep it accurate, current and complete; and
(d) accept on your own behalf and on behalf of your Agency Organization (if applicable) all risks of unauthorized access to the Registration Data and any other information you provide through the Services.
(e) be responsible for the processing of Service Requests associated with your User Account or Agency Account.
CommForms will not be liable for any loss or damage from your failure to comply with this obligation. You are responsible for your use of the Services, all activity on your User Account and for any Content you post to the Services.
The use of the Services by a Agency, Agency Organization or Network may be administered in one of the following manners:
(a) Agency Account is administered by one or more Agency Account Administrators
An Agency may specify one or more Agency Account Administrators to (i) manage the Agency Organization account information; (ii) manage access to Agency Account Administrator User Accounts; (iii) ensure that each Agency of such Agency Organization complies with these Terms.
Agency Account Administrators are responsible for overseeing that Agency Account Users process Service Requests received or transmitted through the CommForms Portal
Agency Account Administrators are responsible for notifying CommForms if they become aware of any unauthorized access to any User Accounts for which they are responsible. Administrators should contact CommForms within 24hours of becoming aware of any unauthorized access to any User Accounts for which they are responsible.
In addition to the responsibilities described herein, you hereby agree to be bound by any additional responsibilities which may be applicable to your User type (role) as defined in these Terms.
Subject to your compliance with these Terms, CommForms grants to you a limited, revocable, and non-exclusive license to access and use
(a) the Public Services (if you are not a Agency);
(b) the Agency Services (if you are a Agency); or
(c) the Additional Services and/or Premium Services (if you and CommForms have agreed to such Services pursuant to any executed additional agreements or addendums) and to view the Content available to you through the Services (collectively, such licenses are referred to herein as the “License”).
Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
(a) The Services we provide are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Services.
(b) You may not make or distribute copies of the CommForms Platform or any portion of the Services.
(c) You may not alter, merge or translate the CommForms Platform or any portion of the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the CommForms Platform or any portion of the Services to a human-perceivable form.
(d) You may not modify or create derivative works based on the CommForms Platform, Services or the Content.
(e) You may not use the CommForms Platform or Services for any application deployment or ultimate production purpose.
(f) You may not use the CommForms Platform or Services to develop any application having the same or similar primary function as the CommForms Platform or Services.
(g) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed by CommForms.
(h) You may not otherwise use the Services or the Content other than for its intended purpose.
(i) You may not sell or transfer any information included in our Services or use such information to market any product or service by sending or facilitating the sending of, unsolicited e-mails (“Spam”).
(j) You will not, without our prior written approval, access or use, or attempt to access or use, any portion of our Services other than with (a) a commercially available browser; or (b) our published application programming interface (“API”).
(k) You may not circumvent, or attempt to circumvent, any technical measures that we have put in place to restrict specific functionalities of the Services or the API.
(l) Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
(m) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Subject to these Terms, the licenses in this Section are revocable by CommForms at any time.
(n) Your use of the CommForms Platform, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
(o) You may not facilitate or permit any third party to do any of the foregoing.
(p) Your use of the Services and CommForms Platform must comply with the User Content Guidelines outlined in Section 8 of these Terms.
Content provided by Users is called “User Content”. Except as described herein, User Content is the property of its respective owners (e.g. the User that inputted it). User Content on CommForms may include information about a Agency Organization (other than Agency Organization Contact Information), service request information, reports and other text, information, data, images, videos, sounds and other data uploaded by a User to the Services. Depending on the rights, privileges and settings of your User Account, your User Content may be viewed by other Users. CommForms’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.
Other than User Content, the Services (including the design of the Services) and the CommForms Platform and any other software used to create and operate the Services is the property of CommForms or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. User Content must comply with the User Content Guidelines outlined in Section 8 below. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Services, now and in the future. Therefore, by posting or distributing User Content to or through the Services, you (a) grant CommForms and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the User Content Guidelines described Section 8 below) and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services or third party services that integrate with the Services, as described in this Section.
The Services may permit certain Users to upload or input User Content. The type of User Content that a User is permitted to upload or input will depend on the rights and privileges that that are associated with their User Account. User Content submitted to any public area of the Services including the Agency CommForms Website will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any use of the Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Services.
CommForms respects the intellectual property rights of others. By submitting User Content through the Services, you represent and warrant that doing so does not infringe any third party’s copyrights, trade-marks, privacy rights, or other intellectual property or legal rights of any kind.
If we are notified that any User has posted, shared or saved any Content which allegedly do not conform to these Terms, we may, in our sole discretion, investigate the allegation and determine whether to take any other actions. You may also be subject to civil and criminal penalties, including without limitation monetary damages, if you violate any third party’s legal rights.
If you believe that your Content has been copied in a way that constitutes copyright infringement, please contact us and provide all information relevant to any claim of infringement by e-mailing [email protected].
CommForms does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services and on the Agency CommForms Website. Our Services include (a) medium in which Service Requests are transmitted to an individual CommForms Agency Account; and (b) a secure platform for Users of an Agency Account to retrieve the information contained in the transmitted Service Requests. The information contained in these Service Requests may be submitted by individuals through "Public Services" or by Users of an Agency Account. CommForms is not responsible for the accuracy of the information entered and submitted in these Service Requests.
CommForms does not, in any way, endorse any of the content found on an Agency CommForms Website.
SOME CONTENT MAY INCLUDE MEDICAL OR HEALTH-RELATED INFORMATION. SUCH CONTENT IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. COMMFORMS DOES NOT PROVIDE MEDICAL ADVICE OR ANY TYPE OF MEDICAL OR HEALTH RELATED SERVICE. NOTHING CONTAINED IN OUR SERVICES SHOULD BE CONSTRUED AS A MEDICAL DIAGNOSIS OR TREATMENT. NO MEDICAL OR OTHER PROFESSIONAL-CLIENT RELATIONSHIP IS CREATED BY YOUR USE OF THE SERVICES. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER TRUSTED AND QUALIFIED HEALTH PROFESSIONAL IF YOU HAVE ANY QUESTIONS. DO NOT DELAY SEEKING TREATMENT BASED ON ANY INFORMATION INCLUDED IN THE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.
CommForms does not assume and is not responsible for any liability whatsoever arising from any person’s use of the services associated with an Agency Account or Agency CommForms Website or for any damage caused by a reliance on the Services.
There may be websites linked to and from our Services that are operated or created by third parties (“Third Parties”). These Third Parties are solely responsible for the information found on their respective websites. These links are available for your convenience and are only intended to enable access to such Third Party websites, and for no other purpose. Such links do not constitute CommForms’s endorsement or approval of these Third Parties in any way. CommForms makes no representation or warranty as to any services or products offered on Third Party websites.
CommForms will take reasonable efforts in connection with the secure storage, processing and transfer of data as outlined in our privacy and security policy listed below. These measures are designed to protect the confidentiality and integrity of Service Requests and User Content and guard against unauthorized or unlawful access, use or processing of such Service Requests and User Content.
THE COMMFORMS PLATFORM, THE CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM COMMFORMS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMMFORMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMMFORMS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICES, THE CONTENT OR ANY PORTION THEREOF.
WHILE COMMFORMS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, COMMFORMS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You waive and shall not assert any claims or allegations of any nature whatsoever against CommForms, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged appropriateness, completeness or inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Services. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND THEREFORE ANY RELIANCE ON THE SERVICES OR CONTENT IS ENTIRELY AT YOUR RISK. YOU USE THE SERVICES AT YOUR OWN RISK.
Without limitation of the foregoing, neither CommForms nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services or the Content, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from CommForms or any other Released Party or accessible via the Services, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to CommForms, any Sponsor, Agency, other User, or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of CommForms, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Services exceed any amount paid by you for access to the Services during the twelve (12) months prior to the date of any claim, if any.
You hereby agree to defend, indemnify and hold harmless CommForms and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of: (a) your use of the Services; (b) the use of the Services by any person to whom you give access to your account; and (c) the use of the Services by any person whose User Account you administer.
Subject to the terms of any additional agreements or addendums signed by the Parties for Agency Services, and notwithstanding any provision of these Terms, CommForms reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services or Content; (c) change, suspend or discontinue any immaterial aspect of the Services or Content; and (d) impose limits on the Services or Content. In these cases, you may request CommForms to retrieve information stored on the services, such as Service Request information, which may be provided in accordance with applicable laws and CommForms policies.
In addition, we may terminate the access of any User of a Agency Account upon notice that the User’s employment at the Agency has been terminated or there is a change in the status of the User's employment with the Agency.
CommForms will provide you with at least thirty (30) days prior notice of any material change to the functionality of the Services.
CommForms reserves the right to change or modify any of the Terms of Service contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide when your Agency Account is registered, if any, or we will post a notice on the CommForms Platform or the Site visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the CommForms Platform and the Site, and your continued use of the Services or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the Terms of Service that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at the contact address below.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 12 above) may be provided in any of the following ways. First, we may email you at the contact information you provide when your Agency Account is registered, if any. Second, we may post a notice to you in the Notifications area of the CommForms Portal. Third, we may post the notice elsewhere on the CommForms Portal, CommForms Website (www.commforms.ca) or your Agency CommForms Website. When we post notices on the Sites, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
The Services are controlled by CommForms Secure Forms Inc. and operated by it from its offices in Ottawa, Ontario. You and CommForms both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and CommForms explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against CommForms related to any Claim and, where applicable, you also agree to opt out of any class proceedings against CommForms. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address or e-mail address provided when your Agency Account is registered. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Ottawa, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify CommForms and the other Released Parties for your failure to comply with any such laws.
You and CommForms may terminate these Terms and your use of the Services at any time. Upon termination you will (a) cease use of all of the Services; and (b) pay any outstanding balance of fees due to us. When your account is terminated, any User Content you have uploaded to the Services may remain on the Services and Service Request data will be removed from the services within five (5) business of the termination of the Agency Account. The license you grant to us in Section 7 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content but not Service Requests after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 6, 7, 10, 11, 14 and 16, and any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. CommForms may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of CommForms, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and CommForms regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and CommForms regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais. Your use of the Services includes the ability to enter into agreements and/or make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENT. YOUR AGREEMENT AND INTENT TO BE BOUND BY USING ELECTRONIC AGREEMENTS. YOUR AGREEMENT AND INTENT TO BE BOUND BY USING ELECTRONIC SUBMISSIONS APPLIES TO ALL TRANSACTIONS YOU ENTER INTO ON THE SERVICES.
If you have any questions regarding these Terms or your use of the Services, please contact us here:
CommForms Secure Forms Inc.
THIS SERVICES ADDENDUM (“Addendum”) made as of the ____ day of _______, 20___ (“Effective Date”) between you ___________________ (“Customer”) and CommForms Secure Forms Inc. (“CommForms”) is intended to supplement the CommForms Terms of Service of Use listed above. To the extent that this Addendum is not consistent with the Terms, the terms of this Addendum shall apply.
NOW THEREFORE THIS ADDENDUM WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, and other goods and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Customer Materials” means all media, content, documentation, data, images, text, software, web pages, artwork, trademark, tradenames, logos, sound, graphics, video, files and other material, however stored and/or encoded, that is supplied by the Customer to CommForms for the purposes of performing the Services.
1.2 “Deliverables” means all Work Product that CommForms is required to provide under any Order Form to deliver to the Customer as part of the Services.
1.3 “Order” or “Order Form” means the CommForms approved form or online subscription process by which Customer agrees to subscribe to the Services. The Order may be also titled an “Invoice”. Where the Customer is only purchasing Professional Services the Order may be a “Statement of Work”. Note: Most Orders will be Invoices and will be attached to, or reference, this Service Agreement.
1.4 “Specifications” means the written description of particulars, specifications and performance criteria for the Deliverables that are set out in an Order Form attached hereto.
1.5 “Work Product” means software (including object and source code), computer system designs, documentation, inventions (whether or not patentable or reduced to practice), developments or like materials, trade secrets, data, processes, methods, improvements or enhancements that CommForms makes, conceives, or devises, either solely or jointly with Customer, in the course of Services performed under any Order Form. Work Product includes the related Specifications. WORK PRODUCT SPECIFICALLY EXCLUDES SOFTWARE OWNED OR LICENSED BY COMMFORMS, ANY PRE-EXISTING, THIRD PARTY OR OPEN SOURCE MATERIAL.
1.6 Capitalized Terms. Capitalized terms not defined herein shall ascribe their meaning from the Terms.
2.1 Services. Subject to the payment of the Fees, the Customer shall receive one or more of the following services as indicated in an Order Form that may be attached to this Addendum (“ Services”):
(a) Agency CommForms Website Setup– The setup of a specified number of Agency CommForms Websites;
(b) Agency CommForms Website hosting and maintenance – hosting and maintenance of a specified number of Agency CommForms Websites;
(c) Access to the CommForms Portal – Access and use of the CommForms POrtal for a specified number of User Accounts;
(d) Professional Services – Design, implementation and configuration services.
2.2 Performance. CommForms shall perform the Services in accordance with this Addendum and the applicable Order Form(s), and in a timely, diligent and professional manner.
2.3 Customer Materials. Customer hereby grants to CommForms a non-exclusive, royalty-free, non-transferable, limited right to use (during the term outlined on the Order Form) any Customer Materials provided to CommForms solely to perform Services pursuant to this Addendum. The parties agree that this grant of rights is expressly made subject to CommForms’s confidentiality obligations set forth in the Terms, any other restrictions specified in the applicable Order Form.
2.4 Acceptance. Where an Order Form contemplates the development of Deliverables, Customer shall have a period of time to review and accept the completed Deliverables (or such other period specified in the applicable Order Form), and CommForms shall have a period to remedy any deficiencies identified by Customer (such period to be as specified in the applicable Order Form, or a reasonable period if no period is specified). Customer shall provide CommForms prompt notice of any deficiencies identified by Customer. If Customer does not give written notice of any deficiencies within such period, it shall be deemed to have accepted the Deliverables.
3.1 Fees. The Fees charged for the Services will be as described on the Site at the time of an order being submitted and as confirmed in the Order Form. CommForms reserves the right to amend the Fees for existing Customers upon providing such Customer with sixty (60) days prior written notice. Fees will be paid in advance for the Term specified on the Order Form. CommForms will not refund any Fees paid for Services.
3.2 Invoices and Payments. CommForms shall invoice Customer for the Services to be provided as outlined on the Order Form, and Customer shall pay such invoices within thirty (30) days of receipt (or such other time as is specified in the Order Form). All payments shall be made to CommForms prior to the start of the term. The Order Form may also indicate set-up, monthly or annual fees for certain Services. Taxes shall be identified and shown as separate items on each invoice. Late payments are subject to interest in the amount of 10% per month on overdue amounts and interest thereon.
3.3 Expenses. In the event that the Order Form provides for the payment by Customer of any travel, accommodation, transportation and other incidental expenses which are incurred by CommForms while performing its obligations with respect to that Order Form, Customer shall pay such expenses after Customer receives an invoice therefor.
3.4 Taxes. Customer is responsible for all sales, use, consumption, value added, goods and services and similar taxes which are based upon its acquisition or use of the Services to be provided under this Addendum.
4.1 Representations and Warranties of Customer. The Customer represents and warrants that its use of the Services (including the provision of any licensed Customer Materials to CommForms) will be consistent with this Addendum, the Terms, and that any licenses provided will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
5.1 Term. The term of this Addendum (“Term”) shall be specified in Order Form and such Term shall automatically renew for successive equivalent terms (“Renewal Terms”) unless terminated in accordance with the terms of this Addendum.
5.2 Termination for Convenience. Subject to the terms of an applicable Order Form, either Party may terminate this Addendum and the Services provided under any Order Form herein for any reason by giving thirty (30) days written notice to the the other Party prior to the expiry of the then current Term or Renewal Term.
5.3 Insolvency. Either Party may immediately upon written notice terminate this Addendum in the event the other Party
(i) suspends or ceases conducting business in the normal course, (ii) becomes insolvent, (iii) makes a general assignment for the benefit of creditors,
(iv) suffers or permits the appointment of a receiver, receiver and manager, or interim receiver, for its business or assets,
(v) avails itself of, or becomes subject to, any proceedings under any other statute of any federal government, province or state relating to bankruptcy, insolvency, reorganization, moratorium, arrangement of debt or the protection of rights of creditors, or
(vi) makes any proposal, arrangement or compromise with its creditors under applicable bankruptcy or insolvency legislation.
5.4 Breach. Either Party may immediately upon written notice terminate this Addendum in the event the other Party fails in any material respect to perform its obligations under this Addendum and the failure continues for a period of ten (10) days after the other Party receives written notice of the failure. If the breach is corrected within the applicable notice period, this Addendum continues in full force and effect, without limitation of any right to damages resulting from the breach.
5.5 Termination Obligations. Upon termination of this Addendum or any Order Form for any reason, the Customer shall pay any fees for Services that are outstanding.
6.1 Unforeseen Circumstances. Except as expressly provided otherwise in this Addendum, dates and times by which Customer or CommForms is required to perform under this Addendum or a Order Form (except for any payment obligation) will be postponed automatically to the extent and for the period of time that Customer or CommForms, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a Party). The following events are deemed to be outside of a Party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonable foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The Parties agree that an event shall not be considered to beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Order Form would have put in place contingency plans to either materially mitigate or negate the effects of such event. A Party seeking to rely on this Section must
(i) notify the other Party immediately and in detail of the anticipated or actual commencement of and the cause of postponement;
(ii) notify the other Party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and
(iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available. The provisions of this section do not preclude Customer from terminating a Order Form, if the delay is experienced by CommForms and extends for more than thirty (30) days.
6.2 Entire Agreement. This Addendum includes all Order Forms relevant to the Services. This Addendum and the Terms constitute the entire agreement between the parties with respect to the provision of the Services and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever, whether oral or written, unless they are expressly incorporated by additional reference in the Addendum.
6.3 Survival. Any terms and conditions of this Addendum which by their nature extend beyond the termination of this Addendum shall survive such termination.
6.4 Independent Contractors. Each Party’s relationship with the other Party will be that of an independent contractor. Nothing in this Addendum is to be construed as designating either Party as an agent, employee, joint venture or partner of the other Party.
6.5 Counterparts. This Addendum and any Order Form may be executed in counterparts, each of which is deemed to be an original and all of which together are deemed to be one and the same instrument. The delivery of a facsimile or electronic copy of an executed counterpart of this Addendum shall be deemed to be valid execution and delivery of this Addendum, but the Party delivering a facsimile or electronic copy shall deliver an original copy of this Addendum as soon as possible after delivery of the facsimile or electronic copy.
IN WITNESS WHEREOF this Addendum has been executed by the parties as of the date first written above.
Last updated March 23, 2019
Date of Last Revision: March 23, 2019
CommForms respects the privacy concerns of all users of the site, and is committed to protecting the Personal Information of its users and the Personal Health Information of all patients and clients using CommForms software. The purpose of this policy is to establish all the mandatory requirements and responsibilities for the protection of such information.
This policy applies to all CommForms personnel and third party service providers whom it has retained to support the delivery of our services. The policy is relevant to all customers.
“Personal Information (PI)” means information about an identifiable individual such as:
“Personal Health Information (PHI) ” means information such as:
“Health Information Network Provider” (HINP) is an entity that provides services to two or more Health Information Custodians (HIC) where the services are provided primarily to enable the custodians to use electronic means to disclose Personal Health Information (PHI) to one another. CommForms is a HINP. As a HINP, CommForms may have PHI within our systems while providing our service; however the HIC remains fully accountable to the patient for the privacy practices associated with the PHI.
A “Health Information Custodian” (HIC) is a person or organization that delivers health or community care services. Physicians, hospitals, pharmacies, laboratories, community care access centres and community support agencies are examples of HICs. A HIC has custody or control of Personal Health Information (PHI) as a result of the work it does. The HIC has the right to deal with the PHI and create records, as well as the responsibility to maintain the confidentiality and security of the PHI. CommForms is not a HIC, but rather helps HICs. For example, CommForms provides HICs a more secure means of sharing information than traditional faxing methods.
An “Agent” is someone who acts for or on behalf of the HIC in respect of collecting, using or disclosing PHI, for the purposes of the HIC, and not the agent’s own purposes. For example, a HIC may designate CommForms as its agent to correct a specific record in CommForms. CommForms does not make any independent decisions with respect to handling PHI when acting as an agent, but acts only in accordance with the terms of its agreement with a HIC and in compliance with Canadian laws and regulations in this regard.
The “principle of accountability” means that an organization is responsible for PI and PHI under its control and has designated an individual or individuals who are accountable for the organization’s compliance with privacy principles. CommForms has assigned an individual to be our Privacy Officer. This person is primarily responsible for our compliance with this policy. Additionally, other CommForms personnel may be responsible for the day-to-day processing of PI or PHI or for acting on behalf of the Privacy Officer from time to time. CommForms is committed to respecting personal privacy, safeguarding confidential information, and ensuring the security of information when it is in our custody. When confidential information is not in our custody, CommForms supports our customers and their privacy programs. CommForms meets this commitment through our comprehensive Privacy Program. The Privacy Program is overseen by the Privacy Officer who reports directory to CommForms Chief Executive Officer. Key components of CommForms’ Privacy Program include:
The Chief Privacy Officer (CPO) is responsible for compliance with privacy practices and consistent application of sanctions for failure to comply with privacy policies for all individuals in the organization’s workforce, extended workforce, and for all business associates, in cooperation with legal counsel as applicable. The CPO will:
The “principle of identifying purposes” means that the purposes for which PI and PHI are collected shall be identified by the organization at or before the time the information is collected.
CommForms collects Personal Information (PI) about users of CommForms for the sole purpose of helping users send Service Requests to health care and community care service providers.
CommForms may store Personal Health Information (PHI) while providing an electronic service that allows HICs to streamline patient and client Service Requests. Such information may be for one of the following purposes:
CommForms may manage and temporarily store Personal Health Information collected and entered by the Health Information Custodian (HIC). The HIC is responsible for providing notice to their patients regarding consent and their purpose for collecting PHI, which may be beyond the purposes of CommForms.
When an individual chooses to self-refer through the CommForms Platform or referrer another individual through the CommForms Platform, PHI will be collected only for the purposes of transmitting their Service Request to the receiving Agency, and sharing information back to the individual that submitted the Service Request. These purposes will be shared directly with the individual at the time of each Service Request.
The “principle of consent” means that the knowledge and consent of the individual are required for the collection, use or disclosure of PI or PHI, except when inappropriate. Gathering consent is the obligation of the person collecting the PHI and using CommForms to make the Service Request. CommForms assists the Agency to record the acquisition of consent: In the case of revoked consent, Service Request submitters and can revoke the Service Request at any time by contacting the Agency directly. Also, receiving Agency is able to create and revoke user access to PHI associated with Service Requests and log access to received and sent Service Requests. Where an individual submitts a Service Request through the CommForms Platform, the individual will be provided with all identifying purposes and be asked to provide consent in a click-through agreement.
The principle of “limiting collection” means that the collection of PI and PHI shall be limited to that which is necessary for the purposes identified by the Agency. PI and PHI shall be collected by fair and lawful means. CommForms will collect only the amount of Personal Information that we require to achieve the purposes identified in (Principle 2) above, unless we receive consent from the individual or agency to collect it for another purpose. When acting in the capacity of a Health Information Network Provider, CommForms never collects information directly from individuals. CommForms only receives what HICs share. CommForms provides an electronic means for HICs to present an online Service Request form for recording client PHI, specifying and limiting which information to collect. HICs can use CommForms to enable Clients to self-refer to their services. In this case, the providing HIC is using CommForms as the method to collect PHI from the individual. On the online form the individual fills in their own information, and is asked directly to provide consent.
The “principle of limiting use, disclosure and retention” means PI and PHI shall not be used or disclosed for purposes other than those for which it was collected, except with the consent of the individual or as required by law.
Use and Disclosure The HIC determines whom to send (disclose) a form containing PHI. CommForms applies a role based access control authorization model. User transactions and access to PHI is based on the user’s role established by the organization (receiving HIC) for that user within CommForms. The licensee of CommForms, or their agent, is responsible for inviting, deleting or otherwise managing users who will be authorized to receive Service Requests. Credentialing of these users is the responsibility of the CommForms licensee or their agent. CommForms Secure Forms Inc does not ‘use’ or ‘disclose’ Personal Health Information. PHI is retained in CommForms for only as long as necessary (as defined by the HIC) for the fulfillment of our identified purposes in Section 2, while acting as a HINP for HICs. Where legitimate access to PHI data by CommForms and its agents is required, it is done according to CommForms’s established Privacy and Security policies. All access is logged and audited. The following activities are considered to be permitted and necessary uses of PHI by CommForms.
An audit log of referral activity and PHI access is readily accessible at any time for relevant users through CommForms. Users are not permitted to share access credentials. CommForms shall disclose PHI only as directed by the HICs to which it provides services, when acting as their agent, or as permitted or required by law. CommForms does not modify PHI.
Retention HICs determine the retention policy for the information that they are the custodian for within CommForms. CommForms applies that policy to their information by deleting the data from the platform at which point it is unavailable to any user. Data can be recovered up until 30 days after the data was initially deleted after which time the data is permanently deleted. Data recovery is by written request to CommForms personnel. Permanently deleted data can not be recovered.
It is the policy of CommForms that all client and / or patient related uses and disclosures of PHI shall be the responsibility of the Health Information Custodian and the healthcare or community support services entities that may employ them. CommForms is not designed to facilitate or process requests for information for patient records. Instead, HICs or the entities who partner with CommForms assume full responsibility for responding to all requests for uses and disclosures of PHI.
All requests for PHI or other data that are received by CommForms from individuals or others shall be immediately referred to the appropriate HIC or healthcare entity so they may respond promptly and appropriately. CommForms staff shall be instructed to make clear that CommForms cannot respond to requests involving fulfillment of patient rights to information. Marketing materials and CommForms platform functions shall be designed to direct such requests to the appropriate HIC so they can respond appropriately.
CommForms Employees & Third Party Service Providers Personal Information may be accessed by a limited number of CommForms personnel for a limited number of purposes while they are performing their duties. These purposes are outlined in (Principle 2) above. We will not use or disclose an individual’s Personal Information for any other purpose, or to any third party, unless we have been given consent to do so. We retain and dispose of Personal Information collected for our own purposes in accordance with our Information, Retention and Disposal Policy. Access controls are used to prevent unauthorized or inappropriate access to PHI by CommForms employees or third party providers. CommForms only grants access to PHI to authorized persons who require access to PHI based on role. The CommForms Privacy Officer grants and revokes this directly based on the access control matrix that maps roles to types of PHI access. Most CommForms personnel never have access to PHI. CommForms maintains procedures for its own personnel that:
CommForms assigns unique credentials to each CommForms staff Agency or third party service provider with access to PHI.
Cookies CommForms uses “cookies,” which are small text files sent by a website to a user’s Internet browser and stored on their computer. The purpose of a cookie is to remember a user actions and preferences over a period of time so that the user can work better and more efficiently as well as provide reporting information.
Browser Information CommForms collects browser information for performance and usage analytics. For both anonymous visitors and known visitors to our website, we collect information such as the server your computer is logged onto, the domain name of your internet service provider, your browser type and version (for example, Firefox or Internet Explorer) and your IP address. CommForms may also derive the general geographic area associated with an IP address.
3rd Party Web Services CommForms makes use of some 3rd party web services to support its functionality (e.g., mapping, translation, email, customer support, faxing and analytics services services), to which some information may be transferred. CommForms only uses these 3rd party services in ways that are consistent with the CommForms privacy & security program.
The principle of "accuracy" means that PI and PHI shall be as accurate, complete and up to date as is necessary for the purposes for which it is to be used. The accuracy of information is the responsibility of the HIC who collects it. Any corrections or changes to information must be completed only by the HIC who has custody of the information. CommForms provides methods to support the accurate entry of information, such as input validation controls. CommForms also maintains mechanisms to protect the security and integrity of information (See principle 7 Safeguards). Patients have the right to request that their service provider (HIC) correct information that may have been shared in a referral sent through CommForms.
The principle of "safeguards" means that PHI shall be protected by security safeguards appropriate to the sensitivity of the information. CommForms protects Personal Information under our control with safeguards that are appropriate to the sensitivity of that information. These safeguards are designed to protect information in all formats against loss or theft, as well as against unauthorized access, disclosure, copying, use, or modification. Security Safeguards are put in place by CommForms to protect PHI and PI and include administrative, technical and physical safeguards appropriate to the sensitivity of information. This includes:
The principle of "openness" means that an organization shall make readily available to individuals specific information about its policies and practices relating to the management of PHI. CommForms makes available plain language descriptions of its approach to privacy and security. We post our privacy program overview on our website. Additional information about our privacy-related policies and procedures is available upon request.
Regarding Personal Information: CommForms contains minimal Personal Information on Users. Primarily, this data includes the names, work phone numbers, email address, job titles, and employer. CommForms users have the ability to edit and update their own personal information. Users may at any time audit who has edited their personal information, through CommForms and are responsible for the accuracy of their personal information.
Regarding Personal Health Information: As a Health Information Network Provider, when information is transmitted by a provider through CommForms, CommForms does not provide clients or patients with direct access to their information. CommForms is not authorized by the HIC to disclose these records to their clients or patients. Individuals must make their request for access to their PHI in CommForms through their HIC.
It is the Policy of CommForms to respond in a timely and positive manner to all complaints submitted by any persons or parties, including individuals, and any other person or party.
Complaints submitted by government will receive full cooperation. No personnel or agent, or contractor of CommForms shall impede an investigation into a complaint.