General Terms and Conditions 

LAST UPDATED: January 2024

1.    Terms and Conditions of Use of the Site

This website and any of its pages or portals (including the Practice Report Portal) (the “Site”) is provided by GEMINI (www.geminimedicine.ca), Unity Health Toronto (being “GEMINI”, “us”, “our” or “we”), conditional on your acceptance, without modification, of the terms and conditions of use set forth below (the “General Terms and Conditions”). It is important that you read all the following General Terms and Conditions carefully. This is an Agreement between you and GEMINI, and governs your use of the Site, the content thereof and any services offered therein. You understand, agree, and acknowledge that the General Terms and Conditions constitutes a legally binding agreement between you and GEMINI, and that your use of the Site shall indicate your conclusive and irrefutable acceptance of this Agreement.

Each time you use this Site, including without limitation to access, use, and/or download without limitation messages, diagrams, information, data, text, reports (including MyPractice and OurPractice Reports), or images, or other materials, from this Site (the “Materials”) (collectively, “Use” or “Using”) you expressly agree on your own behalf, and on behalf of any entity on whose behalf you may act, without limitation or qualification, to accept and be bound by the this Agreement for each Use. You represent and warrant that you are not violating any laws of your location by Using the Site and that you are capable of entering into this Agreement pursuant to the laws of your location, and with lawful authority to agree to and accept this Agreement on behalf of yourself and any entity you purport to represent or act for.  If you do not agree to abide by these General Terms and Conditions, you should not Use this Site.

GEMINI has the right, in its sole discretion, to add to, remove, modify, otherwise change, or discontinue any part of the General Terms and Conditions, in whole or in part, at any time without advanced notice. Changes will be effective when notice of such change is posted at this Site.  Your continued Use of this Site after any such changes are posted will constitute acceptance of those changes. Please check the General Terms and Conditions frequently for updates by checking the date of “Last Update” at the top of this document. Please print a copy of this Agreement for your reference.

These General Terms and Conditions apply to your Use of this Site and do not alter the terms or conditions of any other agreement you may have with GEMINI or any of its partners.

If any term, condition, or any change thereto is not acceptable to you or the entity you represent, you must discontinue your Use immediately.

2.    Additional Terms of Use

These General Terms and Conditions may be supplemented by additional terms related to specific Materials or service options we may make available (“Additional Terms of Use”). REFERENCE TO ANY ADDITIONAL TERMS SHALL INCLUDE THESE TERMS. 

3.    Changes to the Site

GEMINI may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Site, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Site or its Materials (ii) removing, adding, modifying or otherwise changing any Materials on this Site, including without limitation editing or refusing to post any Materials, in whole or in part, at our sole discretion.  GEMINI shall not be liable to you or any third party should GEMINI exercise its right to modify or discontinue the Site. GEMINI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Site at any time without notice, but confirms that it has no duty to do so.

4.    Scope of services

The Site, Materials and content thereof, and any services offered therein or part thereof (collectively referred to as the “services”), are provided for your convenience of reference only. The services are not intended to be relied upon as advice on any particular matter. Your use of the services are at your own risk, without any representations, warranties, or conditions of any kind, whether express or implied, to the accuracy and/or usability of the services, whatsoever. GEMINI will not, under any circumstances, be liable to you or any other person for any loss or damage arising from, connected with, or relating to the use of or reliance on the services, by you or any other person. Therefore, it is imperative for anyone who wants to rely on the information provided through the services to double check the information independently and, if necessary, make appropriate arrangements to ensure accuracy and reliability of the services. THE MATERIALS AND SERVICES MADE AVAILABLE ON THE SITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, ASSESSMENT, OR REVIEW OF ANY KIND. The services are not, nor are they intended to replace, overrule, or act as a substitute for professional medical advice, assessment and evaluation or your judgment. There is no substitute for the consideration of an individual’s circumstances by a qualified professional. You agree that you must evaluate, and bear (and release GEMINI and all its partners, contributors, agents, officers, directors, contractors, or employees from any claims regarding) all risks associated with the use of any Materials (including any reliance on the availability, accuracy, completeness, usefulness or appropriateness of such information) or of the Site generally, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including without limitation in the event that you have a dispute with one or more users of the Site.

Furthermore, GEMINI does not accept any responsibility for the accuracy, reliability, or currency of any Materials or information available through the services, or for any consequences arising from the use of any Materials or information that have been obtained from the services.

Furthermore, GEMINI does not guarantee continuous, uninterrupted, and/or secure access to the services. Therefore, GEMINI does not accept any responsibility for interruptions or breaches of its security and any damage to you, a third party, or your computer, whatsoever. You may have certain rights under your local law. Nothing in this Agreement is intended to affect those rights, if they are applicable.

5.    Access and Restrictions on Use

a.    Prohibited Uses

You may not, nor may you assist or allow others to, directly or indirectly, in whole or in part:

b.    Permitted Use

You are granted a non-exclusive, non-transferable, non–sub-licensable, revocable, limited, royalty free license to display on your computer, download, print, and use the content of this Site and its Materials for personal, educational, or internal company use only.

Compliance with the law:

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your Use of this Site, and that you will comply with all laws that apply or may apply to your Use of or activities on this Site or in respect of the Materials. GEMINI may investigate occurrences which may involve violations of such laws or this Agreement, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such legal violations. GEMINI reserves the right at all times to disclose any Materials, even identifiable MyPractice Reports, as necessary to satisfy any law, regulation, court order, or governmental request.

6. Copyright and Trademark Information

Unless we tell you otherwise, the content on this Site including without limitation all Materials is protected by Canadian and other national and international copyright, trademark and other laws. You must receive our prior authorization in writing before you use or reproduce anything from this Site, unless you are using the content for personal use. Any unauthorized copying, redistribution, reproduction or modification of the contents of this Site by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action.  You agree to comply with all copyright laws worldwide in your use of this Site and to prevent any unauthorized copying of the Materials.

Any software, as well any files, images generated by such software, code and data accompanying such software used or accessible through this Site is the copyrighted work of GEMINI or its licensors.  Except as permitted by law, you may not use the software for any other purpose or attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.

GEMINI reserves all rights it has or may have in its Materials, services, methods and processes covered by one or more patents or other statutory intellectual property rights, and subject to trade secret or other proprietary rights.

GEMINI shall be free to use the content of any communications you send us, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, unfair competition, moral rights, or implied contract) and you hereby waive the right to receive any financial or other consideration in connection with such communication.

Certain names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trade-marks, trade names, trade dress and associated products and services of GEMINI, Ontario Health or their partners, and are protected in Canada and internationally and their display on this Site does not convey or create any license or other rights in these trade-marks, trade names, trade dress and associated products and services. Any use of any of same, in whole or in part, without prior written authorization of GEMINI (or Ontario Health as appropriate) is strictly prohibited.

Except as expressly provided herein, GEMINI does not grant any express or implied right or license to you to use any intellectual property, including without limitation any patent, trademark, copyright, trade secret, or confidential information, of GEMINI except to use the Materials as permitted hereunder.

7. Privacy and Security

GEMINI respects the privacy of visitors. This section summarizes the privacy policy and practices on the Site. In Using the Site, we may only collect personal information that is authorized by law or where the collection is necessary to provide you (or your affiliated hospital) with the service (e.g., name, email and hospital affiliation). We may use personal information for the purpose for which it has been collected, or for a consistent purpose, unless another use is authorized by law. We may disclose personal information where we have legal authority to do so, or where the disclosure is for the purpose that we collected the information such as providing you with the services.

GEMINI employs software programs to collect limited amounts of standard information for traffic monitoring and statistical purposes. This software receives and records information such as the Internet Protocol address of the computer that has contacted our Site, the date and time of the visit and the pages visited. The information is analyzed for operational trends, performance, for ways to improve our services, or for research and data analysis purposes.  As a general practice, we make no attempt to link this information with the identity of individuals visiting our sites.

GEMINI uses cookies when you login to a secure portion of the Site. The purpose for the cookie is for convenience, (i.e., so that you do not have to re-enter your login information every time you proceed to a different page within the secure part of the Site). GEMINI will not collect any specific and identifiable personal information from your computer. The cookie will remain active on your computer for the duration of your visit in the secure part of the Site. Once you logout, or 30 days have passed, the cookie which has been placed on your computer will expire and be deleted from your computer and GEMINI will no longer track your movements on the Site. There may be a few other times when cookies are in use.

You acknowledge and agree that we have the right to maintain, disclose, use and otherwise provide user data to any person to the extent: (a) required to do so by law or if we reasonably determine that such maintenance, use, disclosure or distribution is reasonably necessary to enforce this Agreement, respond to claims against us; or (b) required to protect the rights, property, or personal safety of us, our users, or the public.

8. Third Party Websites

Our Site may contain links to sites created and maintained by other public and/or private sector organizations. We provide these links solely for your information and convenience. GEMINI is not responsible for the content or the privacy practices of other sites; we encourage you to examine each site’s privacy policy and disclaimers and make your own decisions regarding the accuracy and reliability of material and information found on any third party sites.

The linking to or from this Site does not imply and/or confer, on the part of the GEMINI, any endorsement or guarantee of any of the organizations or information (including the right to display such information) found on their respective websites.

GEMINI does not assume and is not responsible for any liability whatsoever for the linking of any of these linked websites, the operation or content (including the right to display such information) of any of the linked websites, or for any of the information, interpretation, comments or opinions expressed in any of the linked websites. Any comments or inquiries regarding the linked websites are to be directed to the particular organization for whom the particular website is being operated.

9. Disclaimer of Warranties

The Site and the Materials are provided “AS IS” and “AS AVAILABLE.” While we endeavour to provide information that is correct, accurate, current, and timely, we make no representations, warranties, or covenants, express or implied, regarding the Site and the Materials including, without limitation, no representation, warranty, or covenant that (i) the Materials contained in or made available through the Site will be of merchantable quality and/or fit for a particular purpose; (ii) the Materials will be accurate, complete, current, reliable, timely, appropriate, or non-infringing; (iii) that the operation of the Site will be uninterrupted, virus-free or error-free; (iv) that defects or errors in the Site or the Materials, be it human or computer errors, will be corrected; (v) that the Site will be free from viruses or harmful components; and (vi) that communications to or from the Site will be secure and/or not intercepted.  

10. Limitation of Liability

In no event shall GEMINI, its officers, directors, employees, agents, licensors, partners, contractors, or data contributors and their respective successors and assigns be liable for damages of any kind, including without limitation any direct, special, indirect, punitive, incidental, exemplary or consequential damages or other damages (including without limitation loss or damages in the nature of, or relating to, lost business, lost profits, loss of information, harm to business, business interruption, loss of goodwill, medical injury, personal injury, wrongful death, improper diagnosis, inaccurate information, improper treatment, or legal fees or costs) arising from or in connection with your or a third party’s Use, misuse, or reliance upon the Site, the Materials or linked websites, or your inability to Use the Site or Materials, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), strict liability, or other legal theory. The foregoing limitation shall apply even if GEMINI knew of or ought to have known of the possibility of such damages. If damages are recoverable by you, in no event shall damages or losses, whether alone or in the aggregate, be more than $5 CAD at any time.

11. Choice of Law

This Site is controlled, operated and administered by GEMINI from its offices within the Province of Ontario, Canada.  GEMINI makes no representation or warranty that Materials on this Site are appropriate or available for use at any locations outside Canada, and accessing such Materials from locations where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

By accessing this Site, you agree that all matters relating to the access to, or use of, this Site or Materials shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.

12.  Indemnity

You agree to defend, indemnify and hold harmless each of GEMINI and all its partners, contributors, employees, agents, officers, directors, contractors, assigns, or employees, from and against any and all claims, liability, actions or demands, and losses, expenses or damages relating thereto, alleged to result from or resulting from your use of the Site and the Materials or your breach of the General Terms and Conditions (or Additional Terms of Use, as applicable).

13. Notice and Communications

Questions or comments regarding the Site or Materials should be directed by email to GEMINI.data@unityhealth.to.

Any communications sent by you via this Site or otherwise to GEMINI, or in response to your communications, are on a non-confidential basis, and GEMINI is under no obligation to refrain from reproducing, publishing or otherwise using them in any way or for any purpose.

By using the Site, you consent to receiving some electronic communications from us. These communications will include transactional emails about your account (e.g., confirmation of an account, magiclink authorizations), responses to your emails, information concerning or related to your use of the Site or Materials, requesting consent for certain acts (e.g., providing a copy of your MyPractice Report to your hospital), the enforcement of the terms, or as may be legally required or permitted.

You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

14. Language

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais.

15. General

Any consent by GEMINI to, or waiver of, a breach of this Agreement (including the Additional Terms of Use if applicable) which you have committed, whether express or implied, shall not constitute a consent to, or waiver of any other, different or subsequent breach. The invalidity or unenforceability of any provision of this Agreement 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 this Agreement. The relationship of the parties is solely that of independent contractors and neither party shall have any authority to act for or bind the other party. The Agreement shall enure to the benefit of GEMINI.  The headings contained herein are for convenience only and shall have no legal or interpretive effect. GEMINI may assign its rights and duties under this Agreement to any party at any time without notice to you.  You may not assign your rights and duties under this Agreement to any party at any time. This is the entire Agreement between you and GEMINI relating to your Use of the Site.