Updated: April 1, 2024
These Terms and Conditions (“Terms” or this “Agreement”) govern the access to the Services and where applicable, the subscription to the Services, by the Client and its Users (“you”, “your”, and terms of similar meaning) made available by BookJane Inc. (“BookJane” “we”, “us”, “Provider”, and terms of similar meaning) and its suppliers, made pursuant to an executed Order Form (defined below).
By accessing or using the Services or by executing or agreeing to an Order Form, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms.
1.1 “Administrator” means a person or persons appointed or assigned by the Client to have the authority to act as the administrator of the subscription on behalf of the Client.
1.2 “Agency Partner” means an organization who manages a team of member Service Providers.
1.3 “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities.
1.4 “BookJane App” means the BookJane mobile application made available to Service Providers.
1.5 “BookJane App Terms and Conditions” means the BookJane App end user license agreement applicable to users of the BookJane App.
1.6 “CASL” means any applicable federal, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.
1.7 “Community” means a retirement home, long-term care facility, hospital, or group of such facilities that are owned, operated, and/or managed by the Client and that have subscribed to use the Software and/or receive the Services.
1.8 “Community Staff” means employees or contractors of a Community.
1.9 “Services” means physician care, nursing, personal support, and other health-care related services that are provided by each Healthcare Provider.
1.10 “Client” shall mean the individual or organization, including an organization operating one or more Communities who is bound by the terms of the Order Form and these Terms and Conditions.
1.11 “Client Data” means any data or content inputted into the Software by the Client, any of its employees and Users, or any Healthcare Provider booked by the Client, and hosted on the servers of the Cloud Providers.
1.12 “Cloud Providers” has the meaning given in Section 9.1.
1.13 “Fees” means the fees to be paid by the Client pursuant to the Order Form, these Terms and any applicable Schedules.
1.14 “Service Provider” means an individual provider that is employed or contracted by an Agency Partner, who has signed up for a user account on the BookJane App to provide Services.
1.15 “Order Form” means the BookJane Community Order Form or an online order specifying the Services to be provided hereunder.
1.16 “Personal Information” means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.
1.17 “Privacy Laws” means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals.
1.18 “Provider Data” means any data or content made available through the Software by the Provider and/or its licensors.
1.19 “Schedule” means a schedule attached to this Agreement or added hereafter by written agreement of the parties.
1.20 “Services” means (a) the use of the Software; (b) the provision of the Services (if applicable); and (c) other related services to be provided by the Provider to the Client pursuant to the Order Form.
1.21 “Software” means the BookJane J360 Software as a Service (SaaS) web-based platform and the BookJane App licensed to the Client and authorized Users pursuant to the terms of the Order Form.
1.22 “Term” shall have the meaning given in Section 15.1.
1.23 “User” means an individual user who is authorized by the Client or otherwise permitted to use the Software and agreed to these Terms.
2.1 Please refer to the Privacy Policy for information on how the Provider or its licensors collect, use and disclose the Personal Information of Clients, Administrators and Users. By using the Services, the Client agrees to the use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
3.1 The BookJane Software enables Communities who have subscribed for the J360 Workforce to manage their Community Staff, including the setting of their schedules, offering shifts and communicating with Service Providers.
3.2 BookJane Care Network Services. The Software permits all Communities to book the services of Service Providers, by providing access to Agencies.
3.3 BookJane Representations and Warranties. The Provider represents and warrants that audits will be performed from time to time to ensure Agency on the CareNetwork maintains all relevant professional licensing requirements at all times.
4.1 Provisioning and User Accounts. Upon agreeing to an Order Form, the Provider will register or authorize the registration of a master User account as the Administrator of the Client.
4.2 Registration. Upon logging into the Software for the first time, the Administrators and Users may be prompted to register for a User account.
4.3 Verifying Information Applicable to Community. Administrators and/or Users of each Community will be required to submit additional information regarding the applicable Community.
4.4 Healthcare Provider Credentials. Service Providers must confirm they possess all appropriate licenses, credentials, approvals and authorizations to work and render Services.
4.5 Client Responsibilities Regarding the Services. The Provider shall make best efforts to screen account access to potential Service Providers. Supervision of the Service Providers is the Client’s responsibility.
5.1 General Representations and Warranties. The Client represents and warrants that use of the Services will be consistent with these Terms and comply with Applicable Law.
5.2 Care Community Representations and Warranties. The Client represents each Care Community possesses all appropriate licenses and shall operate in accordance with all applicable laws.
5.3 Client Responsibilities. The Client agrees to provide and maintain Internet access and necessary equipment for accessing the Services.
5.4 Further Agreements. The Client agrees it will not make any misrepresentation regarding the Provider, any Healthcare Provider, or the Service.
5.5 Client Indemnity Regarding Use of Services and Client Data. The Client shall be solely responsible for all inputs, selection and use of the Services and all Client Data.
5.6 Relationship with BookJane. Under no circumstances shall the Client hold itself out as an agent, employee, joint venture, or partner of the Provider.
5.7 Taxes and Other Applicable Payments. The Client agrees to pay all applicable taxes arising from the use of the Service.
Any Healthcare Provider the Client retains through the Service must be engaged and booked to render Services through the Service.
7.1 License to Software. Provider hereby grants to Client and authorized Users a non-exclusive, non-transferable license to use the Software during the Term.
7.2 License Restrictions. The Client and Users may not make or distribute copies, alter, decompile, reverse engineer, sell, rent, share, or sublicense the Software.
8.1 Acceptable Use of the Services. The Client and its Users may not use the Services for any illegal, harmful, threatening, or abusive purpose.
8.2 Review Guidelines. Reviews posted on the Service must comply with guidelines including accuracy, legality, and compliance with acceptable use terms.
8.3 Reviews. Reviews are the sole, subjective opinion of the users who post them. The Provider reserves the right to review and/or delete a review.
8.4 Contravention. Violation of this section may result in termination or suspension of the Client’s rights to use the Service.
9.1 Hosting. The Provider will cause the Software to be hosted on a cloud server maintained by reputable third-party providers (“Cloud Providers”). All Client Data stored on the Services is located on servers in Canada and/or the United States.
9.2 Support and Training. The Provider shall provide the Client with a reasonable amount of support, maintenance and training.
10.1 Ownership of the Software. The Provider and its licensors shall retain all Intellectual Property Rights in the Software.
10.2 Ownership of Client Data. The Client is the sole and exclusive owner of the Client Data.
10.3 License from Client to Provider. The Client grants the Provider a non-exclusive, royalty-free, non-transferable, limited right to use Client Data solely to perform Services.
10.4 All Other Rights Reserved. All Intellectual Property Rights are expressly reserved by the parties.
10.5 Privacy Laws. The Client represents it has complied with all applicable Privacy Laws in connection with Personal Information.
10.6 Third Party/Open Source Software and Sites. The Software may contain third party software subject to third party licenses.
10.7 License by Client to Use Feedback. The Client grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use feedback relating to the Software or the Services.
11.1 Fees. The Client shall pay the Fees described in the Order Form and any applicable Schedules.
11.2 J360 Workforce Subscription: Monthly subscription fee for use of the J360 Workforce, where applicable.
11.3 CareNetwork Booking Fee: Booking fee for successfully fulfilled shifts on the Care Network.
11.4 Care Network Access Fee: Monthly access fee charged to the Agency Partner.
11.5 Invoices and Payments. The Provider shall invoice the Client for monthly Subscription Fees and all applicable taxes. Late payments are subject to interest of 2% per month.
11.6 Taxes. The Client shall be responsible for all applicable taxes not otherwise included in the Fees.
11.7 Suspension of Service. If any charge is 30 days or more overdue, the Provider may suspend the Services until paid in full.
12.1 Cancellation without penalty: Either party may cancel a booking more than 12 hours prior to start time without penalty fees.
12.2 Cancellation with penalty: Cancellation within 12 hours of start time incurs a penalty fee equivalent to 3 hours of work.
12.3 Cancellation during first 2 hours: Penalty fee equivalent to 3 hours of service.
12.4 Cancellation after first 2 hours: Client charged for Services provided prior to removal.
12.5 Refunds or Credits. The Provider does not provide refunds or credits for completed bookings.
13.1 Disclaimer. The Services are provided “as is” without warranties of any kind, either express or implied.
13.2 No Indirect Damages. Under no circumstances shall either party be liable for indirect, incidental, special or consequential damages.
13.3 Limitation of Aggregate Liability. Liability shall not exceed the Fees paid or payable in the six months preceding the Loss.
13.4 Reasonableness of Limitations. The parties agree that these limitations are reasonable in scope.
14.1 Indemnity by Client. The Client agrees to defend, indemnify and hold the Provider harmless from any loss resulting from breach by the Client.
14.2 Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Client harmless from claims of intellectual property infringement or Provider breach.
15.1 Term. The term commences on the effective date in the Order Form and continues for the period identified.
15.2 Termination. Either party may terminate with 90 days notice prior to renewal, or 30 days for month-to-month terms. Either party may terminate for material breach with 30 days cure period.
15.3 Early Termination. Early termination requires payment of remaining monthly subscription Fees as liquidated damages.
15.4 Termination and Suspension of Users. The Provider reserves the right to terminate a User’s license at its discretion.
15.5 Effect of Termination. Each party shall return or destroy the other party’s Confidential Information. Client Data will be deleted within 30 days upon request.
16.1 Definition. “Confidential Information” means all information disclosed by a party that is designated as confidential or reasonably should be understood to be confidential.
16.2 Protection. The Receiving Party will use reasonable care to protect Confidential Information and limit access to those with a need to know.
16.3 Compelled Disclosure. Disclosure may be made to the extent compelled by law, with prior notice where permitted.
16.4 Destruction. Each party agrees to return or destroy Confidential Information within 30 days after termination.
16.5 Indemnity. Each party agrees to indemnify the other from breach of confidentiality obligations.
17.1 BookJane Insurance. The Provider shall maintain Comprehensive General Liability insurance with limits of no less than $5,000,000 per occurrence and Information Security and Privacy Liability insurance of no less than $5,000,000 per occurrence.
18.1 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada.
18.2 Survival. Terms extending beyond termination include Non-Solicitation, Intellectual Property, Fees, Disclaimer, Indemnification, Effect of Termination, and Confidentiality.
18.3 Dispute Resolution. Disputes shall be resolved through negotiation, then arbitration under the National Arbitration Rules of the ADR Institute of Canada, Inc. in Toronto, Ontario.
18.4 Relationship. The relationship is one of independent contractor.
18.5 Force Majeure. Performance dates are postponed for causes outside reasonable control.
18.6 Non-Solicitation. During the Term and for one year after termination, neither party may solicit employees or contractors of the other party.
18.7 Currency. All amounts refer to Canadian (CAD) currency unless otherwise specified.
18.8 Notices. Notices may be provided by email to the Administrator or posted on the Provider’s website.
18.9 Successors and Assigns. This Agreement binds the parties and their successors and permitted assigns.
18.10 Severability. Any provision which is prohibited or unenforceable shall be severed without affecting remaining provisions.
18.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties.
18.12 Waiver. No term is deemed waived unless in writing and signed by the relevant party.
18.13 Fully Negotiated Agreement. Neither party shall be deemed the drafter.
18.14 Language. This Agreement shall be in English.
18.15 Modification. The Provider may modify this Agreement by posting notice or emailing the Administrator.
18.16 Questions? Contact: BookJane Inc., support@bookjane.com