Terms OF USE

1. Accessing our Services

1.1 Public Services

We make certain Services available without registering or obtaining a password (“Public Services”). You may make personal, non-commercial use of the Public Services so long as you comply with these Terms. This personal use includes linking to information appearing in the Public Services, provided you do not represent yourself as an employee, agent or representative of Klinify. Personal use also includes temporary caching by your browser or a proxy server.

If you operate a free, public search engine that has made a public commitment to adhering to the robots.txt protocol, together with our Sitemaps and Crawl-delay directive (collectively, the “Protocol”), you may crawl, index and publish hyperlinks (including so-called “deep links”) to the Public Services, so long as (i) you do so in compliance with the Protocol instructions published in applicable locations on our Services, (ii) you do not directly or indirectly receive remuneration in connection with the provision or display of such hyperlinks and cached pages, and (iii) if your user-agent is disallowed by us in our Protocol instructions or we otherwise notify you in writing, you shall cease all crawling of our Services. We may revoke the foregoing authorisations at any time as indicated in our Protocol instructions and we will notify you of such revocation. For the purposes of these Terms, “Public Search Engine,” means a free, public search engine satisfying the requirements of the foregoing clauses (i) through (iii); and “Public Search Services” means the Public Search Engine’s combined performance of the foregoing clauses (i) through (iii).

We reserve all rights not expressly granted to you. This means that if you wish to use the Public Services in a way that is not authorised above, you must receive our permission prior to such use.

1.2 Protected Services

Some of our Services are protected by technical measures intended to safeguard the confidentiality, integrity and accessibility of sensitive information our users store and share using our Services (“Protected Services”). One such safeguard is requiring each user to be properly authenticated by means of authorisation, such as unique identifiers, API keys, passwords (“Credentials”). In order to obtain Credentials, you must provide certain information about yourself. If you are registering for a Protected Service, or accessing or using, or attempting to access or use, a Protected Service on behalf of, or for the benefit of, someone other than yourself – such as your employer, client or customer (each, a “Principal”) – you must also identify and provide information about each Principal.

If you sign up for one of our Protected Services you may be asked to agree to a user agreement (your “User Agreement”). In such cases, you will be asked to expressly consent to your User Agreement, for example, by checking a box or clicking on a button with terms such as “I agree” or “Create my EHR” or the like. In the event of a conflict between the terms of your User Agreement and of these Terms, the terms of your User Agreement shall control.

Your Credentials are unique to you. You should immediately notify us here if your Credentials have been stolen or compromised. You are responsible for all activities that occur under your Credentials until you have properly notified us that your Credentials have been stolen or compromised. Further, you represent, warrant and covenant that:

The information you submit in obtaining your Credentials is complete and accurate and identifies you and the name of each of your Principals; You undertake not to share your Credentials with anyone else; You undertake not to circumvent, or attempt to circumvent, any technical measures that we have put in place to safeguard the Protected Services; You will not, without our prior written approval, access or use, or attempt to access or use, any portion of the Protected Services other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox), (ii) an application made for mobile or handheld device(s) that is developed and distributed by us, or (iii) our application programming interface (“API”) using Credentials issued to you directly by us, and only us; and You undertake not to access or use, or attempt to access or use, a Protected Service without validly-issued active Credentials. To the maximum extent permitted by law, we reserve the right to suspend or terminate your access to any Protected Service at any time, with or without cause and you will be notified in such event. We shall not be liable to you in any way if we suspend or terminate your access to a Protected Service or our Services. 


1.3 Additional Safeguards

To further protect the confidentiality, integrity and availability of the information housed and shared on our Services, as well as the stability of our Services, you agree that you will not, and will you attempt to (i) access, use or disseminate our Services, nor any information or files accessible via our Services, in a manner that violates any applicable law or regulation or the rights of any individual or entity; (ii) sell or transfer any information included in our Services or use such information to market any product or service – including by sending, or facilitating the sending of, unsolicited emails or SPAM; (iii) probe, scan or test the vulnerability of our Services, or of the system or network supporting our Services, or circumvent any security or authentication measures; (iv) disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of our Services, or the confidentiality, integrity or availability of any information, content or data hosted or housed on our Services; (v) introduce to our Services any software, code or other device that in any way (a) permits unauthorised access to our systems or any software, hardware, files or data located thereon, (b) disables or damages or otherwise interferes with or adversely affects the operation of our systems or any software, hardware, files or data located thereon, or (c) overburdens or interferes with the proper functioning of our Services; (vi) disassemble, decompile or reverse engineer our Services; (vii) harvest, retrieve, index or publish any portion of our Services unless you are a Public Search Engine engaging in Public Search Services; (viii) disable or circumvent our API usage safeguards, including safeguards designed to regulate the nature or amount of data you are permitted to extract from our Services, or the frequency of which you may access such data; or make calls to our API other than those authorised in our API documentation; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on our Services; or (x) engage in any activity other than those expressly permitted in these Terms and your User Agreement(s).

1.4 Use of the Services by and on behalf of Minors

You are not eligible to use our Services (including obtaining a Credential or entering into a User Agreement) unless you are at least 18 years old and have the legal capacity to enter into a binding contract in your jurisdiction. If you are over the age of 13 and do not have the legal capacity to enter into a binding contract in your jurisdiction (“minor”), you may only use our Services if: (i) such use has been approved of by your parent or legal guardian, (ii) you use our Services under his or her supervision, and (iii) he or she has agreed to these Terms (and, if applicable, your User Agreement) on your behalf. If you are the parent or guardian, in using the Services or entering into a User Agreement on behalf of a minor, you represent and warrant that you have the legal capacity to act on behalf of such minor, and you acknowledge and agree, in such capacity, that all provisions of these Terms (and User Agreement, if applicable) that applicable to you are equally applicable to such minor.

Under no circumstances may our Services be used by a child under 14 years old.

2. Nature of the Content Appearing on our Services

2.1 OVERVIEW

Our Services may include text, data, graphics, images, video or other content (collectively, “Content”) created by us or third parties, including other users, professionals, partners, advertisers, sponsors, consumers and governmental agencies. The Content is provided for general informational purposes, and should not be relied upon for personal, professional, medical or regulatory decisions. We do not represent or warrant the completeness, timeliness or accuracy of the Content.

2.2 Blog Posts; Ratings; Surveys; Comments; User-Submitted Content

Our Services allows you to access blogs, message boards, chat services, surveys and other forums where various users can share information, opinions, chats and other Content. We generally do not pre-screen or monitor user-submitted Content, and such Content may simply represent a user’s opinion or Content a user finds interesting. Our Services may also include survey results, ratings or testimonials (“Evaluations”) from patients, clients or other customers (“Patients”) of healthcare professionals (“Professionals”) that may endorse, recommend, critique, analyse, evaluate or otherwise describe the Professionals and the nature or quality of the services received by such patient, client or customer. Such Evaluations are anecdotal first-hand accounts of individual Patients, and are neither professional judgments nor the product of medical science. Such Evaluations do not in any way constitute or imply our endorsement or recommendation of any Professional or Klinify. Further, Evaluations are subject to errors and biases that are common in anecdotal first-hand accounts, and should not to be presumed to be reliable or error-free.

2.3 Links to Other Sites

Our Services may contain hyperlinks (including hyperlinked advertisements) to websites operated by third parties, or to materials or information made available by third parties. Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, or the suitability, efficacy, safety or quality of their products or services, or the information privacy or security practices of their websites.

2.4 No Medical Advice

Some Content may include health- or medical-related information. Such Content is provided for general informational purposes only. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services via our Services or otherwise, and nothing contained in our Services should be intended to be a medical diagnosis or treatment.

2.5 No Legal or Regulatory Advice

Some Content may include regulatory related information pertaining to you or your business. Such Content is provided for informational purposes only. We are not providing legal or regulatory advice and no attorney/client relationship is created by your use of our Services or the Content. Accordingly, you should seek the advice of your legal adviser with any questions you may have regarding a law, regulation, or dispute.

3. Your Interactions and Communications with Us and Our Services

3.1 Visiting Our Websites; Signing-Up for Our Services; Emailing Us

When you sign-up for or log-in to one of our Protected Services, or when you submit information on a web form or email or instant message us, you are communicating with us electronically. When you visit our websites, we and certain third-party service providers collect information during your visit. In each case, the nature of the information we collect, the duration and manner of how we retain it, how we use it, and to whom we disclose it, is governed by our Privacy Policy.

As part of providing our Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. Such communication may be by email, instant message, a posting on our Services or some other mechanism. You consent to receive such communications from us electronically. If you have registered for one or more of the Protected Services, our Service announcements and administrative messages we provide you are considered part of the Protected Services. In the event that you request to opt-out from receiving any of the announcements and/or administrative messages we may not be able to provide you with the Services and the Services may be terminated by us.. You agree that all agreements, notices, authorisations, disclosures and other communications that we provide to you electronically, as well as any acceptances, agreements, consents or authorisations that you provide to us electronically, satisfy any and all legal requirement(s) that such communications be in writing.

3.2 Copyright Policy

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with (i) a physical or electronic signature of the copyright owner or a person authorised to act on behalf of the owner, if someone other than you, of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorised to act on behalf of the copyright owner; and (vi) your contact information, including your address, telephone number, and email address.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Klinify may also terminate a user’s account if the user is determined to be an infringer.

4. Miscellaneous

4.1 Ownership

You retain ownership of the intellectual property rights you hold in Content you submit on our Services. When you submit Content on our Services, you grant to us, our affiliates, and such other persons we work with in relation to our Services a worldwide, royalty-free right to store, host, reproduce, create derivative works of (such as translations, adaptations, reformatted versions and aggregated, anonymized or de-identified versions), publish, publicly perform, display, use and distribute such Content as further described in our Privacy Policy and, if applicable, in your User Agreement. For some of our Services, your User Agreement or settings may narrow the scope of our use of Content you submit. You can find more information about how we use and store Content in our Privacy Policy or, if applicable, your User Agreement.

If you submit to us any ideas, suggestions or proposals (collectively, “Suggestions”) relating to our Services or other products or services by any means – such as through “Contact Us,” by email or other communication channels, one of our communities or user forums, or to our customer support or other personnel – such Suggestions (i) are not governed by our Privacy Policy, (ii) we are under no obligation of confidentiality, express or implied, with respect to such Suggestions; (iii) we are entitled to use or disclose (or choose not to use or disclose) such Suggestions in any way and for any purpose; (iv) such Suggestions automatically become our property without any obligation; and (v) you are not entitled to any accounting, compensation or reimbursement of any kind from us under any circumstances.

Except for your Content, as between you and us, all right, title and interest in and to our Services, the Content, and the structure, organization and arrangement thereof, are and remain the exclusive property of us and our licensors. Except for the limited specific rights we grant you above, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit or otherwise use our Services or any Content. 


4.2. Violations

To the fullest extent permitted by law, we reserve the right to monitor any and all use of our Services (for example for mechanical or service quality control checks), and investigate any activity we suspect violates these Terms, a User Agreement, our rights or interest, or the rights or interests of any person or entity.

We reserve the right, to the fullest extent permitted under law, to cooperate with any governmental authority or third party investigating conduct that may be illegal or harm any individual or entity or violates their respective rights. If, for example, a user threatens to physically harm another user or any other individual, we reserve the right to fully cooperate with law enforcement authorities and the threatened individual. You hereby consent to our cooperation in such investigation. 


4.3 Indemnification

You will indemnify, defend and hold harmless Klinify and any of its affiliates, officers, directors, employees, agents, representatives, partners and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys’ fees, costs and disbursements, arising out of or in any way connected with your use of our Services.

4.4 Disputes; Governing Law; Jurisdiction

The interpretation of these Terms and the resolution of any disputes arising under these Terms shall be governed by the laws of Singapore, without regard to its conflict of laws provisions. These Terms shall not be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed.

If any action or other proceeding is brought on or in connection with these Terms, you agree to submit to the exclusive jurisdiction of the Singapore courts. You agree that we shall have the right to commence and prosecute any legal or equitable action or proceeding before any -court of competent jurisdiction (Singapore courts or otherwise) to enforce these Terms or to protect our or any third party’s rights in our Services or any data, information or other content made available via our Services. You hereby waive any right to a jury trial. You also agree that we may bring suit in court to enjoin any violation of these Terms without the posting of a bond or security, in addition to whatever remedies we might have at law. In any dispute between you and us where we prevail, we shall be entitled to recover our reasonable attorney fees, court costs, disbursements, and other legal expenses.

4.5 Termination

To the fullest extent permitted by law, you agree and acknowledge that we may suspend or terminate your authorisation to access any of our Services subject to prior notification, and without any liability to you. Sections 4.1 through 4.14 shall survive any termination or expiration of these Terms. 


4.6 Disclaimers and Limitations on Liability

ACCESS TO OUR SERVICES AND THE INFORMATION AND CONTENT CONTAINED THEREON IS PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT BREACHES OF SECURITY AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON OUR SERVICES OR THE INFORMATION IN OUR SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. WE EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT TO ANY INJURY CAUSED BY ANY USER, OR ANY DAMAGE SUFFERED BY ANY USER, AS A RESULT OF THE ACTIONS OR INACTIONS OF ANY OTHER USER. IF YOU ARE DISSATISFIED WITH OUR SERVICES OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO IN THESE JURISDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER.

4.7 Risks You Assume

WITHOUT LIMITING ANY OF THE OTHER RISKS WE HAVE DISCLOSED TO YOU IN THESE TERMS, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUR SERVICES, INCLUDING ANY CONTENT YOU SUBMIT TO USE AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO OUR SERVICES AND THE INFORMATION AND CONTENT CONTAINED THEREIN, AND ANY SITES LINKED THROUGH OUR SERVICES AND ANY DATA TRANSMITTED THROUGH OUR SERVICES IS AT YOUR SOLE RISK. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE DO NOT ASSUME ANY LIABILITY TO YOU FOR OR RELATING TO ANY OF YOUR ACTIONS, INCLUDING THE PUBLICATION OF ANY CONTENT YOU SUBMIT OR OUR EXERCISE OF THE RIGHTS YOU GRANT TO US WITH RESPECT THERETO.

4.8 Limitation of Liability

IN NO EVENT SHALL WE OR ANY OF OUR SUBSIDIARIES OR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, THE “KLINIFY ENTITIES”) BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF INFORMATION, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, OUR AGGREGATE LIABILITY IN RESPECT OF ANY CLAIM OR ACTION YOU MAY BRING AGAINST US OR ANY OF THE KLINIFY ENTITIES, REGARDLESS OF FORM OF ACTION OR THEORY OF LIABILITY, SHALL BE LIMITED TO THE GREATER OF (1) ONE HUNDRED UNITED STATES DOLLARS (US \$100), AND (2) THE AGGREGATE FEES ACTUALLY PAID BY YOU TO US FOR THE SIX MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM OR ACTION. YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

IN THE CASE OF A JURISDICTION THAT RESTRICTS LIMITATION CLAUSES, THIS LIMITATION SHALL BE APPLIED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS OF USE IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE THAT MAY NOT BE LAWFULLY TERMINATED.

4.9 Severability

If any provision of these Terms is deemed invalid or unenforceable, then (a) that provision shall be construed to the extent necessary to make it valid and enforceable in such a manner as comes closest to preserving the intentions of such provision, and (b) the remaining provisions shall remain in full force and effect.

4.10 No Waiver

Our failure at any time to require performance by you of any provision of these Terms shall in no way affect our right to enforce such provision, nor shall the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach or the provision itself.

4.11 Entire Agreement

These Terms, together with your User Agreement(s), constitute the entire agreement between you and Klinify regarding any services accessed via our Services, and supersede all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof; provided, however, (a) in the event of an express conflict between any specific provision included in these Terms and an express provision in a User Agreement, the provision set forth in User Agreement shall prevail, and (b) these Terms shall cover all rights, obligations, terms and conditions not expressly addressed in such User Agreement.

4.12 Interpretation

For the purpose of these Terms, “you” means the individual user of our Services. If your access or use of our Services is, directly or indirectly, on behalf of one or more third parties (such as, without limitation, your employer or client, or your employer’s client, if your employer has been engaged to access our Services (any such employer, client or other third party, a “Principal”)), then “you” also refers to such Principal. If you are using our Services on behalf of a Principal, (a) you represent and warrant that you have the authority to bind, and have bound, such Principal to these Terms; and (b) you agree to be jointly and severally liable for any breach of these Terms by Principal.

“Klinify,” “we,” “our,” and “us” means, collectively, Sqrdots Pte Ltd. and our current and future subsidiaries and affiliates.

In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to these Terms. The headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

4.13 Electronic Contracting

Your use of our Services includes the ability to enter into agreements and/or to make transactions electronically.

YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. 


4.14 Amendments

We may update or change our Services or the provisions set forth in these Terms from time to time and recommend that you review these Terms on a regular basis. You understand and agree that your continued use of our Services after these Terms have been updated or changed constitutes your acceptance of the revised Terms. Without limiting the foregoing, if we make a change to these Terms that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change. The most current version of the Terms shall govern and supersede all previous versions.

Thank you for taking the time to read through and understand Klinify’s Terms & Conditions.