Terms of Service

1. Acceptance of Terms

By accessing or using Linkd, you agree to these Terms. If you do not agree, you may not use the Service. These Terms constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and DesignedIT Inc. (“Linkd,” “we,” “us,” or “our”).

2. Nature of the Service

Linkd is:

• a knowledge access and information organization platform,
• not a medical device,
• not a clinical system,
• not a diagnostic, treatment, or decision-making tool,
• not a substitute for professional medical judgment.

All outputs are informational only and may be incomplete, outdated, or inaccurate. Outputs generated by artificial intelligence should be verified by qualified personnel before being relied upon for clinical, legal, or operational decisions.

3. Customer Responsibilities

Customers are solely responsible for:

• all Customer Content,
• deciding what information is uploaded or published,
• configuring internal vs public access,
• validating accuracy before reliance,
• ensuring compliance with all applicable laws, regulations, and policies,
• obtaining necessary consents and authorizations for processing personal data,
• training their workforce on appropriate use of the Service.

Linkd bears no responsibility for Customer decisions or reliance on outputs.

4. Public-Facing Use

If Customer enables public access:

• information is published at Customer's sole discretion and risk,
• Customer is responsible for ensuring published content is accurate, lawful, and appropriate,
• Linkd may impose rate limits or restrictions to prevent abuse,
• Linkd does not guarantee availability or accuracy of public responses,
• Customer indemnifies Linkd for any claims arising from publicly published content.

5. Prohibited Uses

You may not:

• upload unlawful or unauthorized content,
• upload regulated data without proper authority,
• use Linkd for medical advice, diagnosis, or emergency response,
• attempt to bypass safeguards, rate limits, or access controls,
• scrape, reverse engineer, decompile, or interfere with the Service,
• use the Service to develop a competing product or service,
• share access credentials or allow unauthorized third parties to access your account,
• use the Service in any way that could expose DesignedIT Inc. to legal or regulatory risk.

6. Intellectual Property

• Customers retain ownership of Customer Content.
• Linkd retains all rights to the Service, software, models, infrastructure, and all intellectual property therein.
• Customers grant Linkd a limited, non-exclusive license to process Customer Content solely to provide the Service.
• This license terminates upon deletion of Customer Content or account termination.
• Neither party acquires any rights in the other party's intellectual property except as expressly stated herein.

7. Fees and Billing

• Fees are charged as agreed at purchase and may be updated with 30 days' notice.
• Subscriptions renew automatically unless cancelled before the renewal date.
• Failure to pay may result in suspension or termination of access.
• Fees are non-refundable unless required by law.
• Overage charges apply when query limits are exceeded, at the rate specified for your plan.
• All fees are exclusive of applicable taxes, which are the Customer's responsibility.

8. Suspension and Termination

We may suspend or terminate access:

• for misuse or violations of these Terms,
• to protect platform integrity or security,
• to comply with legal obligations,
• for non-payment after reasonable notice.

Effect of Termination: Upon termination, Customer's access to the Service ceases immediately. Customer Content will be retained for 30 days to allow export, then permanently deleted. Sections that by their nature should survive termination (including Limitation of Liability, Indemnification, and Governing Law) shall survive.

9. Disclaimer of Warranties

10. Limitation of Liability

11. Indemnification

Customer agrees to indemnify, defend, and hold harmless DesignedIT Inc., its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Customer Content, including any claims that it infringes third-party rights,
• Customer's use or misuse of the Service,
• public-facing configurations and any resulting patient or third-party interactions,
• Customer's violation of applicable law, regulation, or third-party rights,
• Customer's failure to obtain necessary consents for data processing,
• any clinical, operational, or business decisions made based on Service outputs.

12. Team Chat & Internal Communications

12.1 Acceptance of Team Chat Terms

By accessing or using the Team Chat feature, each user individually agrees to these Terms. A record of acceptance, including timestamp and version, is maintained for compliance purposes.

12.2 Session Security & Automatic Logout

• Sessions automatically expire after a period of inactivity
• Users must re-authenticate using email verification (OTP) when sessions expire
• Organizations may configure session timeout durations
• All session activity is logged for audit purposes

12.3 Administrator Controls

Organization administrators have the authority to:

• Immediately revoke any user's access to the Team Chat
• Delete individual messages or entire conversation histories
• Delete user accounts and associated data upon request
• Configure data retention policies for their organization
• Export audit logs for compliance purposes
• Delete all organization data if required

12.4 Data Retention & Deletion

• Access Revocation: Immediately terminates user access while preserving data for audit purposes
• User Data Deletion: Permanently removes all user data including messages, profile, and session history upon authorized request
• Message Deletion: Allows deletion of specific messages or bulk deletion by date range
• Organization Deletion: Complete removal of all organization data, users, and history
• Soft Delete Behavior: When a user deletes a message, it is hidden from the interface immediately but retained in audit logs per the retention policy. The deletion event is logged.

Deletion requests are processed promptly. Certain audit logs are retained as required by law (minimum 6 years for healthcare compliance).

12.5 Compliance & Audit Logging

All Team Chat activity is logged for compliance purposes, including:

• Authentication events (login, logout, session expiry)
• Message activity (send, read, delete)
• Administrative actions (access revocation, data deletion)
• Data access and export events

Audit logs are retained for a minimum of six (6) years in accordance with healthcare compliance requirements.

12.6 User Responsibilities

• Maintaining the confidentiality of their authentication credentials
• Logging out when leaving a shared or public device
• Reporting any unauthorized access immediately to their administrator
• Using the Team Chat only for authorized organizational purposes
• Not sharing sensitive patient information through Team Chat unless authorized by their organization

13. Service Level & Availability

13.1 Uptime Targets

• Standard Plans (Starter, Growth): 99.5% monthly uptime target. Planned maintenance up to 4 hours/month with 48 hours' notice.
• Enterprise Plan: 99.9% monthly uptime target. Planned maintenance outside business hours with 7 days' notice. Priority incident response.

13.2 Excluded from Downtime Calculation

• Scheduled maintenance with proper notice
• Force majeure events (natural disasters, pandemics, etc.)
• Customer's internet connectivity issues
• Third-party service failures beyond our reasonable control

13.3 Service Credits (Enterprise Only)

If we fail to meet 99.9% uptime in a calendar month:

To claim service credits, email seyran@linkdhq.com within 30 days with subject “SLA Credit Request.”

14. Data Protection & Security Obligations

14.1 Customer Obligations

• Use strong passwords and enable multi-factor authentication when available
• Restrict admin access to authorized personnel only
• Not share login credentials
• Promptly report security incidents or unauthorized access
• Ensure uploaded content complies with applicable law
• Obtain necessary consents for processing personal data
• Maintain their own backup of critical content

14.2 Linkd's Security Commitments

We maintain administrative, technical, and physical safeguards including:

• Encryption at rest (AES-256) and in transit (TLS 1.3)
• Role-based access controls and multi-factor authentication support
• Automated security monitoring and threat detection
• Regular security assessments and penetration testing
• Incident response procedures and breach notification
• Security awareness training for all staff with data access

14.3 Vulnerability Disclosure

If Customer discovers a security vulnerability, please report responsibly to seyran@linkdhq.com. We commit to acknowledging receipt within 24 hours and investigating within 5 business days.

15. Compliance & Regulatory Assistance

15.1 HIPAA Compliance Support (US)

Business Associate Agreement (BAA) available upon request for all plans. Technical safeguards per HIPAA Security Rule. Audit logs for compliance reporting. Breach notification assistance and documentation for risk assessments.

15.2 PHIPA Compliance (Ontario, Canada)

Agent Agreement for PHIPA compliance available. Data residency in Canada (Toronto region). Privacy impact assessment support and breach notification per PHIPA requirements.

15.3 GDPR Compliance (EU/EEA)

Data Processing Agreement (DPA) with Standard Contractual Clauses available. Data subject rights assistance (access, deletion, portability). Data Protection Impact Assessment documentation and subprocessor transparency.

15.4 Customer Compliance Responsibility

Linkd provides a compliant platform, but Customers remain responsible for their own compliance programs, training their workforce on appropriate use, obtaining necessary consents, and meeting their own regulatory obligations. We are a tool to support compliance, not a substitute for your compliance program.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules.

Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of 30 days. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.

Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property rights or confidential information.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any executed DPA or BAA, constitute the entire agreement between the parties.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: Customer may not assign these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including natural disasters, pandemics, government actions, or internet infrastructure failures.
• Modifications: We may update these Terms with 30 days' notice. Continued use after the notice period constitutes acceptance. For material changes, we will notify you by email.