Terms of Use

This Terms and Condition for Use of www.clinicea.com website is a legal agreement (Agreement) between you, (hereinafter referred to as 'Member', 'Subscriber', 'User') and Technolarity Private Limited, a private limited company incorporated in Singapore, (hereinafter referred to as 'Technolarity', 'Our', 'Us', 'We') providing, among other things, the terms and conditions for your membership to and use of subscription services, primarily a web based practice management software hosted and managed remotely (the 'Services' or 'Website Services') through the website located at www.clinicea.com (the 'Website', 'Site', 'Clinicea').Read the Terms and Conditions carefully. Your use of Website Services means you are consenting to these Terms and Conditions. You could archive the copy of this Agreement for your records.These Terms and Conditions may be modified from time to time in Technolarity's sole discretion and you may not be notified. It is your responsibility to review these Terms and Conditions from time to time. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Website Services after any amendments are posted on the Website. We reserve the right to include additional terms and conditions if we were to provide additional services or programs. You shall be bound by the same on your participation in such services or programs.

AUTHORISED USERS

You represent that you have read and understood, and that you agree to be bound by this Agreement. The Website Services are available to legal entities or individuals aged eighteen (18) years or older. By using the Website you represent that you are at least eighteen (18) years old.

REGISTRATION

To use the Website Services, you may have to be registered and provide your name, valid email address, contact number and other details. Please see our Privacy Policy and practices at Privacy policy on how the personal information would be used.

ACCOUNT SECURITY

  • You are solely responsible for the confidentiality of any password and other account information that you create in order to access or use the Services.

  • You agree to notify us immediately on any unauthorized use of your account, user name, or password.

  • You also agree that We are not liable in any manner for any loss that you may incur as a result of any third party using your password, either with or without your knowledge. You are solely liable for any losses incurred by Us, Our affiliates, officers, directors, employees, consultants, agents, and representatives due to misuse of your account or password. Log-in to your account shall be used by one person.

  • Multiple people are not permitted to share the same/single log-in.

SERVICE AND USE OF WEBSITE

Technolarity provides Services through the Website - www.clinicea.com, a practice management solution through the Software as a Solution (SaaS) model. The details of the Services are provided here SLA. Use of the Website and its Services may require you to use software provided by or operated from the Website, and on occasion we may make certain software available to you from the Website. To the extent you use such software or download such software from the Website, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, "Software") will be deemed to be licensed to you by us, for providing Services to you and enabling you to use those Services only. We do not transfer either the title or the intellectual property rights to the Software, and we (or our licensors) retain full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.

Our Responsibilities

We Shall:

  1. provide to You basic support for the Services at no additional charge, and/or upgraded support if purchased separately,

  2. use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for:planned downtime (of which We shall give at least 8 hours notice via the Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Singapore Time (SGT) Friday to 6:00 a.m. Singapore Time (SGT) Monday), orany unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays.

  3. and provide the Services only in accordance with applicable laws and government regulations.

More details can be read Clinicea EMR SLA available at SLA

Usage Limitations

  • Our Services may be subject to limitations, such as, for example, limits on number of registered Staff within your practice, on the number of calls you are permitted to make against Our application programming interface, and, other limitations dependent on the User Plan, for example. The Services provide real-time information to enable you to monitor your compliance with such limitations.

  • Use is restricted to the number of Users as subscribed to by your medical practice.

  • Data Storage is limited to 10 GB per Doctor. Storage beyond that will be charged as per previaling data storage rates at Clinicea.

  • Membership is non-transferrable to any other Practice or User.

  • User cannot sub-license the Membership or Subscription or any part thereof to any other entity.

  • We may suspend your ability to use or access the Website Services at any time while we investigate complaints or alleged violations of this Agreement, or for any other reason within our sole discretion.

More details can be read Clinicea EMR SLA available at SLA

User Conduct

All Users agree to adhere to the below code of conduct, while using the Website, software and/or Website Services, you agree not to,

  1. Restrict or inhibit any other visitor or member from using the Website Services, including, without limitation, by means of "hacking" or defacing any portion of the Website;

  2. Use the Website, software and/or Service for any unlawful purpose; or post any information which infringes third party's intellectual property rights or privacy policy.

  3. Express or imply that any statements you make are endorsed by us;

  4. Transmit

  • any material, non-public information about companies without the authorization to do so;

  • any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights;

  • any trade secret of any third party; or

  • any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;

  • any job posting involving any franchise, club membership, distributorship or sales representative agency arrangement or other business opportunity.

  • Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;

  • Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or its Services;

  • Remove any copyright, trademark, or other proprietary rights notices contained in the Website or in on Website Services;

  • "Frame" or "mirror" any part of the Website and its Services without our prior written authorization;

  • Link to any page of or material on the Website other than the URL located at www.clinicea.com;

  • Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or

  • Harvest or collect information about Website visitors or members without their express consent.

PAYMENT, FEES AND TAXES

  • You agree to pay all membership fees, subscription fees, consulting fees and other fees applicable to your use of Services and you shall not circumvent the fee structure. The fee is dependent on the User Plan that you purchase and not on actual usage of the services.

  • All fees are non-refundable

  • Each User / Member is solely responsible for payment of all taxes, legal compliances, statutory registrations and reporting. Technolarity is in no way responsible for any of the taxes except for its own income tax.

Method of payment:

Online

The Fees could be paid online through the facility made on the Website. Third party's support and services are required to process online fee payment. We are not responsible for any loss or damage caused to you during this process as these third parties are beyond the control of Technolarity.

Offline

The Fees could be either collected personally from you or required to be mailed to Us at the registered address given at About us. We consider the payment process to be complete only on receipt of the amount to Technolarity's designated bank account. All Fees are exclusive of taxes. Additional taxes may accrue as per the legislation of the country in which the subscription is being purchased. Fees not received within the specified due dates attract late charges of eighteen percent (18%) per annum from the due-date of payment, which may levied at Technolarity's discretion. Technolarity reserves the right to modify the fee structure by providing a thirty (30) day prior notice, either by notice on the Website or through email to the Authorized User, which shall be considered as valid and agreed communication. In order to process the payments, we might require details of your bank account, credit card number etc. Please check our Privacy Policy Policy on how we use the confidential information provided by you. On non-payment of fee for a continuous period of two (2) months, Technolarity reserves the right to discontinue the Services to you and delete all information in your Account, apart from reserving any legal recourse available.

INTELLECTUAL PROPERTY

Technolarity grants you a limited license to access and, if you are a Member, to use this Website internally for the Website's Services of ordering, receiving, delivering and communicating only as per this Agreement. You must not sell, copy, reproduce, modify, distribute, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Website in anyway other than those listed in this Agreement, including for any public or commercial purposes. You must not use any content of this Website on any other website or in a networked computer environment for any purpose other than your own viewing. You shall not reverse engineer or attempt to interfere with the operation of any part of this Website or of any Website Services. Technolarity retains all its rights, title and interest in all copyrights, know-how, trade secrets, trademark, logo, the name Techolarity, and the name Clinicea, content, design and features on the Website. All other product names, marks, logos, symbols used on the Website and on Website Services may be the trademarks of their respective owners.

Your Content in Our Service

Our service allows you to upload, download and store content, including but not limited to, information, text, graphics, videos, audios, or other material (“Content”). You retain ownership of any intellectual property rights that you hold in that Content. When you upload, store, send or receive Content to or through our Service, you give Us and its service partners a worldwide license to host, store, upload and download this Content and only for the purpose of providing Service strictly to you and your use of the Content. The IP of the data you input belongs to you. We are simply custodians of the data and cannot use the data for any purpose other than for offering you the software service and for troubleshooting any issues you report. You can extract your data at any point in time in the universally acceptable CSV format from the Clinicea Cloud Report Portal. Detailed information about the security mechanisms employed to safeguard your data can viewed here security

Non-Disclosure

You acknowledge that Website Services is confidential in nature and constitutes a trade secret belonging to Technolarity. You agree that any un-authorized access of the Website Services to a third party in contravention of this clause constitutes a material breach of this Agreement, and that in such a case, the licence granted by this Agreement shall be terminated and You will be strictly liable for all loss or damage to Technolarity that results from such disclosure.

Data

We may disclose your personal and other information you provide, to another third party as part of a reorganization or a sale of the assets of a Clinicea corporation division or company. Any third party to which we transfer or sell Technolarity's assets will have the right to continue to use the personal and other information that you provide to us.

AFFILIATED / EXTERNAL SITES

Our Site may be linked to the website of third parties, affiliates and business partners. We have no control over, and not liable or responsible for content, accuracy, validity, reliability, quality for such websites or made available by / through our Website and its Services. Inclusion of any link on our Website or on our Services does not imply that we endorse the linked site. You use the links and these services at your own risk.

WARRANTY DISCLAIMER

User acknowledges and agrees that the contents of the Website and its Services, do not constitute professional medical or healthcare advice, diagnosis or recommendation of treatment and are not intended to, nor should be used to, replace professional medical advice. In no circumstances should the contents of the Website and its Services be relied upon without independent, consideration and confirmation by a qualified medical practitioner.While the Website Services provides alerts and warnings to interactions of certain pharmaceutical products, Technolarity does not represent or warrant that the list of such interactions in the Website Services is complete or comprehensive. It is the sole responsibility of any prescribing medical practitioner using the Website Services to ensure that all current products and prescription information in relation to pharmaceutical products referred to in Website Services has been read and understood prior to the prescription of any pharmaceutical product.The Website Services provides alerts to interactions of certain pharmaceutical products with certain diseases as well as warnings noted in the Product Information of individual pharmaceutical company products. Technolarity does not represent or warrant that the data set used by the Website Services to produce these alerts and warnings is complete or comprehensive.These alerts and warnings are based on information provided by pharmaceutical companies and clinical sources considered to be reliable to enable Users of the Website Services to exercise their own professional judgment, having regard to, among other things, a particular patients condition and other prescribed medication, as to whether a particular pharmaceutical product should or should not be prescribed. The information in the Website Service is provided on an 'as is' basis and any alert or warning (or lack thereof) does not constitute a recommendation or advice by Technolarity to take or refrain from taking any course of action including, but not limited to, the prescription of a particular pharmaceutical product. Technolarity does not recommend, advice or warrants that the information provided by pharmaceutical companies and clinical sources is correct or true. User acts at its own risk.While the Website Service provides certain basic record keeping and accounting features to help with accounting, by no means is that a comprehensive accounting system. The features are not to be interpreted as complete and compliant with various corporate and central/state taxation laws including Sales Tax or Service Tax Laws. In no circumstances should the accounting features of the Website Services be relied upon without independent, consideration and confirmation by a qualified chartered accountant or other tax consultant.User acknowledges and agrees that if any messages, data, images or documents (each called a "message") sent or received utilising the Website Service's messaging facility (where messages can be sent or received by the Website Service to or from the internet and external software or systems) are sent or received at User's risk. Technolarity shall not be liable for any loss, claim, damage or injury arising from the non-receipt of or a failure to any loss, claim, damage or injury arising from the non-receipt of or a failure to deliver a message or if any message is incomplete, corrupted or in error. User should communicate separately with external message/data senders or recipients to verify the receipt of messages utilizing the Website Service's messaging facility.The Services provided by Technolarity or any of our licensors or providers are provided "as is," as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Website by any third party.The Users are solely responsible for compliance to all applicable laws, including patient history, medical records, confidential information and privacy laws. Technolarity is a facilitator for practice management and provides technology platform. Technolarity is in no way responsible, liable, accountable for patient information available on the software provided by Technolarity.

INDEMNITY

You agree to indemnify and hold harmless the Company Technolarity, its products, affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of Website and its Services, your violation of this Agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost

TERMINATION

You can terminate the Website Services at any time by providing thirty (30) days of prior written notice to info@clinicea.com. We need this period to inactivate your Account, only after verifying if there are any ongoing or pending Services or payments. We may want you to continue until the completion of an on-going Service should the situation warrant. You shall be obligated to pay Technolarity for any Services for which you have procured.

Technolarity reserves the right to terminate any Account in case:

  1. you breach any terms and conditions of this Agreement

  2. we are unable to verify or authenticate any information you provide to us; or

  3. user becomes Insolvent or ceases to carry on business.

  4. user does not accepts the changes in the terms and conditions of the agreement.

  5. we believe in our sole discretion that your actions may cause legal liability for you, our Users or for Technolarity or are contrary to the interests of the Website Services.

Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Website Services under the same Account, a different Account or re-register under a new Account. On termination of your Account due to the reasons mentioned herein, you shall no longer have access to data, messages, files and other material you keep on the Website or stored and kept through Website Services. Please ensure that you have continuous backup of the Services you have rendered in order to comply with your record keeping process and practices.In the event we suspend or terminate your registration or Account, we reserve the right but not an obligation to notify other Members and provide them the reason for the action that we have taken.Even after termination, certain obligations mentioned under Warranty Disclaimer, Limited Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination.

DATA DELETION.

All of your content and data will be deleted ninety (90) days after cancellation or termination of your account. This information will not be able to be recovered. We recommend you use the export functionality of the Service prior to cancellation to retain any information you may require. Failure to pay your subscription fees will result in your account being suspended. Accounts are suspended for a maximum of 90 days before the account may be terminated by us. We are not responsible for any loss you suffer as a result of such suspension or termination. A suspended account can be reactivated by supplying valid payment credentials and resuming your subscription. You can request for your clinic data within ninety (90) days after the effective date of termination of Membership. We will make available to you for download a file of your Data in comma separated value (.csv) format. After such ninety (90) day period, We shall have no obligation to maintain any of your Data.

SUPPORT SERVICES

Support Services, at the sole discretion of Technolarity, may take the form of either telephone advice or error correction by means of internet, e-mails or any other mode of communication in accordance with Technolarity's then current procedures governing the performance of such services.Technolarity may at its discretion provide emergency Support Services beyond the published operating hours. Such emergency Support Services may require User to pay an additional charge to Technolarity. If you have any questions, issues, complaints regarding any of our Services, please contact our customer service at support@clinicea.com

User's Obligations in relation to the support services

  • Where User requests Support Services involving alleged errors or defects in the Website Services, User shall provide to Us a documented example of the alleged error or defect;

  • User shall, if requested by Us, provide a listing of output and any other data We reasonably require in order to reproduce operating conditions similar to those existing when any alleged error or defect in the Website Service was discovered by User.

Exclusions

For the avoidance of doubt, the Support Services do not include:

  • correction of errors or defects caused by User's operation of the Website Services in a manner other than as authorised by Us;

  • correction of errors or defects caused by the use of the Website Services by a person not authorised by Us.

  • correction of errors caused in whole or part by the use of software other than the Website Services;

  • correction of errors which, in the opinion of Technolarity, were caused by the failure of User to provide suitably qualified and adequately trained staff to operate the Website Services;

  • training of User's staff;

  • rectification of errors arising from faults in the hardware on which the Website Service is being accessed from or any device connected to that hardware;

  • maintenance of User's computer network;

DISPUTE RESOLUTION

Our goal is to provide Services efficiently and communicate effectively with Users / Members to prevent any dispute. Should a dispute arise between you and Technolarity, you shall agree with us to resolve such dispute quickly and cost effectively. Before resorting to any legal recourse we request you to contact our Customer Service team so that we can resolve issues amicably.

NOTICES AND COMMUNICATION

Technolarity communicates with you through the email address you have provided us. It is your responsibility to keep your email address and snail mail address updated at all times. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. If you fail to respond to an email message regarding violation, dispute or complaint within two (2) business days, we reserve the right to terminate or suspend your Account.All notices to us intended to have a legal effect must be in writing and delivered to the address as given on About us.

GOVERNING LAW

These Terms of Use and any contractual obligation between Us and You will be governed by the laws of Singapore, subject to the Courts in Singapore.

SEVERABILITY - WAIVER

If any provision of this Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Clinicea EMR Service Level Agreement

Purpose

The purpose of the Clinicea Electronic Medical Record ("EMR") Service Level Agreement ("SLA") is to formalize our commitment to our valued health care professional users ("Clients"). Our SLA is intended to memorialize the specific level of support that we promise to provide to our Clients. This SLA may evolve over time, with additional knowledge of our Clients requirements, as well as the introduction of new application and services into the support portfolio, so please continue to check back for updates.

Definitions

The following definitions shall apply to the Clinicea EMR SLA.

"Downtime" means, for the EMR, if there is more than a five percent (5%) of the user community issue rate. Downtime is measured based on server side issue rate.

"Downtime Period" means, for the EMR, a period of twenty consecutive minutes of Downtime. Intermittent Downtime for a period of less than twenty minutes will not be counted towards any Downtime Periods.

"Clinicea EMR Covered Services" means the web based hosted solution. This does not include the Clinicea website, support site, or any other additional Clinicea, branded site that does not pertain directly to the EMR system.

"Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month, divided by the total number of minutes in a calendar month.

"Scheduled Downtime" means those times where Clinicea, notifies Client of periods of Downtime at least twenty four hours prior to the commencement of such Downtime. There will be no more than seventy two hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this Clinicea EMR SLA, and will not be counted towards any Downtime Periods.

"Service" means the service provided by Clinicea, to Clients under the applicable Clinicea Term of Use Agreement.

"Service Credit" means the following:

Monthly Uptime Percentage

Days of Service added to the end of the Service term, at no charge

< 99.9% - > 99.0%

1

< 99.0% - > 95.0%

3

< 95.0%

7

Scope of Agreement

During the term of the applicable Clinicea EMR SLA, the Clinicea EMR Covered Services web interface will be operational and available to Clients at least 99.9% of the time, excluding scheduled downtime, in any calendar month (the "Clinicea EMR SLA"). If Clinicea, does not meet the Clinicea EMR SLA, and if Client meets its obligations under this Clinicea EMR SLA, Client will be eligible to receive the Service Credits described below. This Clinicea EMR SLA states Client's sole and exclusive remedy for any failure by Clinicea, to provide the Services covered by this SLA.

Client Responsibilities

The Client has the following general responsibilities under this SLA:The Client will conduct business in a courteous and professional manner with Clinicea, The Client must notify Clinicea, and request the Service Credit within thirty days (30) from the time the Client becomes eligible to receive the Service Credit. Service credit is only available to Clients who are actively enrolled in the paid subscription version of the Clinicea EMR service and have no outstanding payments.Failure to comply with these few responsibilities will forfeit Client's right to receive a Service Credit.

Maximum Service Credit

The aggregate maximum number of Service Credits to be issued by Clinicea, to Client for any and all Downtime Periods that occur in a single calendar month shall not exceed seven days (7) of Service to be added to the end of Client’s term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts.

Exclusions

The Clinicea EMR SLA does not apply to any services that expressly exclude this Clinicea EMR SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors outside of Clinicea, reasonable primary control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Clinicea employees), or Internet service provider failures or delays, and; (ii) that resulted from Client’s equipment or third party equipment, or both (not within the primary control of Clinicea).

For any questions, concerns or requests for Service Credits please contact Clinicea, by submitting a request at any of the office addresses given at About Us.

CONTACT INFORMATION

If you have any questions concerning us, the Website, these Terms of Use, or anything related to any of the foregoing, we can be reached at the following email address - info@clinicea.com

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