Last Updated: 30.06.2020
EZIOM International Pte. Ltd. and Ouch Inc, (“we” or “us” or “our”), provide to
our users with access and use of:
Our Site – www.ouchinc.com
and all associated web pages linked to the same owned by us,
Our cloud-based appointment
management platform known by the proprietary brand name of “OUCH” and the tools
and services accessible via the Platform,
The configuration and setup services
offered by us, and
Our customer interface channels.
All of the
above are hereinafter collectively referred to as the “Services”.
along with the terms listed in the Order Form (agreed by you) constitute a
legally binding contract between You (a medical practitioner, health care
provider, whether an individual, organisation or group) and us and governs the
use of and access to the Services by You, your agents, and employees
irrespective of the nature of usage of the Platform. Please read this Agreement
carefully as it contains important information about your legal rights,
remedies, and obligations.
accepting this Agreement, accessing and/or using any of the Services or
permitting any employee to access or use the Service, you agree to be bound by
this Agreement. If you are signing up as a company, organization or any other
legal entity you are agreeing to this agreement for that entity and
representing to us that you have the authority to enter into this agreement and
bind such entity and its affiliates to this agreement. If you do not agree to
this Terms, then you may not access or use any of the Services.
new features that augment or enhance the current Platform or Service, including
“Account” means your account
registered on the Platform after completion of the steps of registration and is
the means to access the Platform and its Services. Each Account has a unique
login-password combination which you maintain with the Platform in order to
access the Services.
“Account Information” is the
information submitted during registration of your Account and thereafter
entered into your Account.
“Appointment” means the appointment
made with you by or on behalf of a Patient through the OUCH mobile app.
“Commission” means the rate
calculated upon the medical fee pertaining to the
Appointment that the Patient is required to pay to
you in accordance with the invoice raised by you.
“Content” means all information that
is entered into by You, your authorised users or Other Users, and includes any
communications, messages, etc.
“Intellectual Property” shall mean any current
or future worldwide rights under any patent, copyright, trademark, or trade
secret; any moral rights or any similar rights.
“Other Users” means other persons or
legal entities who are using the Platform and are contractually bound with us.
“Order Form” means the form through which you
have completed payment and registration process.
“Patient” includes the person on
whose behalf an Appointment is made with You
“Platform” means the cloud-based
appointment management platform developed by us, known by the proprietary brand
name of “OUCH” and tools and Services available and accessible through the
“Registration Process” means the
registration process through the Order Form required to be completed in order
to create an Account.
“Term” means the time period
beginning from the date on which you have signified your acceptance to these
“You” means the medical practitioner,
health care provider, whether an individual, group or organisation being a legal entity that has signed the Order Form and is
responsible to make payments to us. 2.
to access and use the Platform
We hereby grant to You the right to
access, use and authorize Users to access and use the Platform in accordance
Process. This permission is a limited one, and in adherence to these Terms of
Use. We reserve all other rights including the intellectual property rights in
the Platform’s name, trademarks, copyrights, content and any other intellectual
We reserve the right to make changes
to the functionality of the Platform from time to time. We shall perform
all necessary server management and maintenance services with respect to the
Platform at no additional cost to you.
We do not guarantee availability of
the Platform at all times. We shall use reasonable efforts to make the Platform
available to you, at all times. We understand and agree that the Platform is
accessible over the Internet, data and cellular networks, the quality and
availability of the same may be affected by factors outside our control.
Therefore, we shall not be liable for non-availability of the Platform at any
time. We may try and restore access to the Platform on a best reasonable and
commercially viable basis.
You understand that we are an
intermediary and that we do not always monitor or control any data or content
uploaded by you or other users to the Platform. You agree not to use or
encourage, or permit others to store, upload, modify, update or share any
You may access the Platform using a
single Account via multiple access points. You can only create one Account per
clinic location. Should you have clinics at multiple locations, you should
create multiple Accounts.
You shall ensure that the Account is
used by authorized Users only from your organization or authorized by its
organization to access such Account. You agree not to provide any access to
your Account to any third-party vendors.
You agree not to request or allow another
person to create an Account on your behalf, for your use, or for your benefit,
except that an authorized employee or agent may create an Account on behalf of
your clinic. By granting other authorised Users permissions under your Account,
you represent and warrant that you are fully responsible and liable for any
action of any Authorised User to whom you have provided any permissions and any
other person who uses the Account, including making payments.
You shall not nor permit authorised
Users resell the Platform to any third party as a private label or with the
inclusion of a mark-up fee. 3.
of Account and Account Information
In order to access and use the
Platform, you need to complete the Registration Process and create an Account
with OUCH which requires you to furnish certain information (“Account
Information”). You should keep this information updated at all times. Upon
completing the registration process, you will be
entitled to access and use the Platform.
You are entirely responsible for any
data/content that is entered into or sent from your Account such as
business-related information of your clinic, communications with Patients,
Other Users (Content). You are also responsible for all the activity that
occurs through or within the Account. Any abusive, fraudulent or unauthorized
use of the Platform shall warrant termination of its right to access and use
the Platform. You are fully liable for any fraudulent, abusive or illegal
activity or data storage that occurs through the Account. 4.
between You and Us
The Platform is an appointment
management platform and is merely available to
enable clinics to connect with patients and manage appointments. We do not
introduce clinics and patients to each other.
You shall not make any
representation as our agent or employee nor make any representation that would
embellish your relationship with us. You shall be responsible for all taxes as
an independent contractor. You shall have no authority to bind us or
incur other obligations on behalf of us. 5.
Usage of the Platform and Restrictions
You agree that You are responsible
for your own conduct (including that of Users authorized by You) and Content
while using the Platform and for any consequences thereof. You agree to use the
Platform only for purposes that are legal, proper and in accordance with this
While using the Platform or
Services, You shall not, and not permit anyone to attempt to or otherwise do
any of the following:
i. fail to deliver services once the
Appointment is confirmed by you;
or reschedule the Appointment without good reason;
more than one Appointments at a given time;
iv. infringe any laws applicable to You, third-party rights or our
v. post content or items in inappropriate areas on our Platform and
vi. defame, abuse, harass, stalk, threaten or otherwise violate the
legal rights (such as rights of privacy and publicity) of others; upload, post,
email or transmit or otherwise make available any inappropriate, defamatory,
infringing, obscene, or unlawful content
vii. upload, post, email or transmit or otherwise make available any
content that infringes any patent, trademark, copyright, trade secret or other
proprietary right of any party, unless You (or the user posting the content)
are the owner of the rights or have the permission of the owner to post such
remove any copyright, trademark or
other proprietary rights notices contained in or on the Platform;
ix. circumvent or manipulate our fee structure, the billing process,
or amounts owed to the Platform;
x. transfer your Account (including feedback) to another party
without our consent;
xi. distribute or post spam, unsolicited, or bulk electronic
communications, chain letters, or pyramid schemes;
xii. distribute viruses, worms, defects, trojans or any other
technologies that may harm us, the Platform, or the interests or property of
Other Users (including their Intellectual Property Rights, privacy and
publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of
privacy, vulgar, obscene, profane or which may harass or cause distress or
inconvenience to, or incite hatred of, any person;
attempt to modify, translate, adapt,
edit, decompile, disassemble, or reverse engineer any software programs used by
us in connection with the Platform;
xiv. distribute any file posted by another that You know, or reasonably
should know, cannot be legally distributed in such manner
xv. impersonate another person or entity, or falsify or delete any
author attributions, legal or other proper notices or proprietary designations
or labels of the origin or source of software or other material;
xvi. restrict or inhibit any Other User from using and enjoying the
harvest or otherwise collect
information about Other Users, including email addresses, without their
copy, modify or distribute rights or
content from the Platform or its
copyrights and trademarks; or
xix. use the Platform to facilitate money exchange including, but not
limited to, cryptocurrency.
You agree that You will not, and
will not permit anyone under any circumstances to upload, post, host, or
transmit any Content that:
i. is in violation of laws in force or promotes unlawful activities;
ii. is defamatory, or fraudulent;
iii. is or contains sexually obscene content;
iv. false, inaccurate, misleading, deceptive, defamatory or offensive
(including personal information or Account Information);
v. is discriminatory or abusive toward any individual or group;
vi. contains or installs any active malware or exploits, or uses our
platform for exploit delivery (such as part of a command and control system);
vii. infringes on any proprietary right of any party, including patent,
trademark, trade secret, copyright, right of publicity, or other rights.
You explicitly agree to not attempt
or allow the misuse of Other Users' Personal Information and comply by the privacy
and data protection laws applicable to You. 6.
All terms regarding payment of
amounts associated with the Account such as fees and Commission rates are
The maximum rate of Commission payable to us
shall be limited to and not exceed SGD 100 per Appointment.
Any overdue payment shall accrue interest at the
rate of 10 % on the outstanding balance per month from the date on which such
amount becomes due until the date paid. In case any payment is overdue for 15
days or more, we reserve the right to suspend your access to the Account until
the payment is made. 7.
of Intellectual Property Rights of the Platform and Content
All intellectual property rights
relating to the Platform, its content, materials including, but not limited to
text, data, information, graphics, logos, tools, photographs, images,
illustrations, audio, video and animations are intellectual property co-owned
by or licensed to Eziom International Pte. Ltd. And Ouch Inc Pte Ltd and/or
third parties and are protected by the laws of Singapore and international
copyright laws. All trademarks, service marks, and trade names are proprietary
to the Eziom International Pte. Ltd. and Ouch Inc. Pte Ltd and/or third
You acknowledge and agree that all
Proprietary and Intellectual Property rights in
Platform vest with the us and we retain all
ownership, rights, title and interest in the Platform
and that nothing in this Agreement gives you any right, title or interest in or
to the Platform or any of our Intellectual
Property. You agree that the Platform remains our property and payments made to
us are towards the use and access of the Platform only and at no cost the
Platform becomes your property.
You may not copy, modify, publish,
transmit, upload, participate in the transfer or sale of, reproduce, create
derivative works based on, distribute, or in any way exploit any of the
Platform content, software, materials relating to the Platform in whole or in
You agree to abide by all copyright
notices, information, and restrictions contained in any content accessed
through the Platform.
You own and retain all right, title
and interest with respect to all Content that has been entered or generated by
You or your authorised Users. All the rights of intellectual property to
trademarks, trade names, including but not limited to the information obtained
through online forms, which contain additional information such as personal
information and business information etc.are and will remain the Your property. You grant permission to
us to include your name in a list of our customers online and in print and
electronic marketing materials, for the purpose of advertising and promotional
with other Users
Until the completion of the Appointment, You
agree to communicate with the Patients only through the mode /messaging
provided through the Platform.
We may read all communications and
correspondence posted to the Platform and download or access (if necessary),
all uploaded files, programs and websites related to your use of the Platform
for the purpose of investigating fraud, regulatory compliance, risk management
and other related purposes. 9.
In the event that a dispute arises
between you and Patient in relation to any Appointment that You agree to first
attempt to resolve any differences that you may have.
If you continue to have any
difficulties or problems in relation to a dispute with the Patient in relation
to an Appointment, we encourage you to contact us and we
will try our best to assist you in the matter. 10.
If a dispute arises between You and
us, our goal is to address your concerns immediately and find a resolution
promptly. We strongly encourage you to first contact us directly to seek a
resolution by contacting us through means provided through the Platform or
by emailing us at email@example.com
For any claim, we may elect to
resolve the dispute through alternative dispute resolution methods such as
negotiation, mediation or arbitration.
All claims you bring against us must
filed or brought contrary to these TOU shall be considered improperly filed and
a breach of these TOU. Should you file a claim contrary to the terms of these
TOU, we are entitled to
recover its legal fees and costs provided that we have notified you in writing
of the improperly filed claim, and you have failed to promptly withdraw the
Our failure to act with respect to a
breach by You or others does not waive our right to act with respect to
subsequent or similar breaches. 11.
Suspension and Termination of Your Account
This Agreement shall remain in
effect from the date of registration of the Account until termination by
cancellation or suspension of the Account.
If You wish to delete your Account,
you must do so through the option provided for through the Platform or contact
our team at firstname.lastname@example.org. Please
note that once You delete your Account, it cannot be revived and all your
Content will be permanently removed from our servers.
We reserve the right to immediately
suspend/terminate your Account, or restrict or prohibit Your access to the
Platform immediately if (a) we determine that you have breached our TOU or
other policies, (b) if we are unable to verify or authenticate
your registration data, email address or other
information provided by You, (b) if we believe that Your actions may cause legal liability for you or for us, or all or some of Other Users, or (c) if we
believe that You have provided false or misleading registration data or other
information, have not updated the Account Information, or (d) You have
interfered with Other Users or the Platform.
We reserve the right to suspend or terminate
Your access to your Account if you have caused any
disruption or harm to the Platform or to any third parties or violate the provisions of any of the applicable laws. You hereby
consent to let our employees and agents access your Account and records on a
case-to-case basis to investigate complaints or other allegations or suspected
In case of Account deletion or
disabling, this Agreement shall be deemed terminated but the following
provisions will remain in place: Confidentiality, Ownership of Intellectual
Property, Indemnity. 12.
between You and Us
All “Confidential Information”
disclosed by you to us that is
designated in writing as confidential as well shall not be used or disclosed
when required by the process of law or with your
prior permission. Confidential Information shall not include information which:
i. is known publicly;
ii. is generally known in the industry before disclosure;
iii. has become known publicly, without our fault; or
iv. has been otherwise lawfully known or received by us.
Except as otherwise expressly
permitted under this Agreement, we agree to keep confidential all information
entrusted to us and to protect it at all times by exercising a reasonable
degree of care.
You agree that we may disclose
Information to our employees, consultants, agents or advisors who have a strict
need to know such Confidential Information solely for the purpose of performing
obligated to maintain the confidentiality of such Confidential Information upon
terms at least as protective as those contained in this TOU.
You may disclose our Confidential
Information to your employees, consultants, agents or advisors who have a strict
need to know such Confidential Information and are obligated to maintain the
confidentiality of such Confidential Information upon terms at least as
protective as those contained in this Agreement.
If in case we are required by law,
or upon receiving process from a court of law, to disclose Confidential
Information, it will be bound to disclose such information, without giving any
notice of the same to you.
You grant your consent to us to
disclose to our affiliates / partners / third parties the Account Information
and Content to the extent necessary for the purpose of performing its
obligations under this Agreement. 13.
between You and Patients
To the extent a Patient provides
Confidential Information to you, you
will protect the secrecy of the Patient’s Confidential Information with due
care and the same degree of care as it uses to protect your own Confidential
Information. Upon the Patient’s request, you
shall immediately destroy or return the Patient’s Confidential Information and
any copies thereof. 14.
Listing Policy on
Once an Account is created, Your clinic shall be
listed on Ouch and your contact details
shall be made known for the purpose of facilitating interaction between you and
the Patients. You understand that we do not play any role in the order of your
listing and such listing is solely based on the algorithms and reviews given to
you by the Patients.
The Platform is provided to You on
an “as is” and “as available” basis
without warranty of any kind. Without limiting this, we expressly disclaim all
warranties, whether express, implied or statutory, regarding the Platform and
Services including without limitation any warranty of merchantability, fitness
for a particular purpose, title, security, accuracy and non-infringement.
We do not provide any warranty that
(i) the Platform will meet your requirements; (ii) that the Service will be
uninterrupted, timely, secure, or error-free; that the information provided
through the Platform is accurate, reliable or correct; (iii) that any defects
or errors will be corrected; (iv) that the Service will be available at any
particular time or location; or that the Service is free of viruses or other
No advice or information, whether
oral or written, obtained by you from the Platform or otherwise from us shall
warranty as to Content
We do not make any warranties or
representations about or guarantee the truth or accuracy of any advertisements,
posts, listings or Other User Content on the Platform and we shall not be
responsible for any losses occurred to You, should you decide to place reliance
on such material.
You assume full responsibility and
risk of loss resulting from your downloading and/or use of files, information,
Content or other material obtained from the Platform.
By agreeing to
these TOU, You represent and warrant that you possess and shall ensure to renew
and maintain valid licenses to medical practice as required by the laws of
Singapore. We cannot and shall not be liable for any action resulting from your
inability to maintain such licenses. 18.
Subject to other provisions as
not be liable to you for any indirect or consequential losses or
damages, costs, expenses or other claims for consequential compensation in
contract, tort (including negligence) or otherwise arising out of or in
connection with this Agreement or functioning of the Platform or for any direct
or indirect loss of data, loss of savings, loss of business and/or loss of
profits resulting from:
i. the use, disclosure, or display of your Content;
ii. the use or the inability to use the Platform for any reason;
iii. reliance by You on information featuring on the Platform that is
obtained from public sources or third parties, including other users of the
iv. any security breach or any virus, bug, unauthorized intervention,
defect, or technical malfunctioning of the Platform;
v. the cost of procurement of substitute goods and services resulting
from any goods, data, information or services purchased or obtained or messages
received, or transactions entered into through or by use of the Platform;
vi. statements or conduct of any third party on the Platform including
that of other users of the Platform, such as defamatory statements or
misleading and fraudulent advertisements;
vii. unauthorized access to your Account by third parties or conduct of
Patients or Other Users that we don’t have any control upon
any Patient or Other User
interactions that you input or receive through your use of the Platform; or
ix. for any amounts that exceed the fees paid by the You to us under
the Order Form during the three (03) month period prior to the occurrence giving rise to the
claim or cause of action against us.
We shall not be responsible or
liable for failure to carry out any of its obligations under this Agreement or
functioning of the Platform if failure is caused by (1) Acts of third parties
those attributable to You, Patients or Other Users, (2) the negligence or
intentional acts or omissions attributable
to You, Patients Other Users or agents/employees, (3) Any other cause which
cannot be attributed as our acts or omissions.
Our liability is limited
to whether or not we have been informed of the
possibility of such damages, and even if a remedy set forth in this TOU is
found to have failed of its essential purpose. We will have no liability for
any failure or delay due to matters beyond our reasonable control.
Notwithstanding the above, in any
case, in any case, our maximum liability shall be equivalent to and in no event
shall our liability exceed the amounts paid by You to us under the Order Form
for the three-month period
prior to the event giving rise to any claim. Remedies under this Agreement are
exclusive and limited to those expressly described in this Agreement.
You shall indemnify us in case
we face any injury due to any acts or negligence
attributable to You or your authorised Users.
Each party agrees to indemnify, keep
indemnified, defend and hold harmless the other Party and its directors,
officers, employees, assigns and agents against any and all losses, expenses,
claims, costs and damages suffered, directly or indirectly, arising out of, or
which may arise in connection with (i) any misrepresentation or any breach of
any representation or warranty contained in this Agreement; (ii) any breach of
or non-compliance with any covenant or any other term of this Agreement; and
(iii) any claims, demands, suits, litigation and proceedings of any nature in
respect of such indemnifying Party’s commitment under this Agreement. 20.
We reserve the right, at our sole
through the Platform; provided that no such modification shall include
reduction of Your rights or our obligations.
By continuing to access or use the
Platform after the effective date of modifications to these TOU that do not
include a reduction in your rights or our obligations hereunder, you agree to
be bound by such modifications. 21.
You agree to receive electronically
all communications, agreements, documents, notices, and disclosures that we
provide in connection with the Platform. We may connect and communicate with
you in a variety of ways, including by e-mail, text, in-Platform notifications,
or by posting them through the Platform. You agree that all such communications
that we provide to you electronically satisfy any legal requirement that such
communications be in writing.
Notices to us shall be addressed as