Terms Of Use - Web App

 
Last Updated: 30.06.2020

These Terms of Use (“TOU” or “Terms”) contain the terms and conditions upon which EZIOM International Pte. Ltd. and Ouch Inc, (“we” or “us” or “our”), provide to our users with access and use of:

(i) Our Site – www.ouchinc.com and all associated web pages linked to the same owned by us,
(ii) Our cloud-based appointment management platform known by the proprietary brand name of “OUCH” and the tools and services accessible via the Platform,
(iii) The configuration and setup services offered by us, and
(iv) Our customer interface channels.

All of the above are hereinafter collectively referred to as the “Services”.

These TOU, 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.

By 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.

Any new features that augment or enhance the current Platform or Service, including the release of new tools and resources, shall be subject to these Terms of Use.

1. Definitions

a. “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.

b. “Account Information” is the information submitted during registration of your Account and thereafter entered into your Account.

c. “Appointment” means the appointment made with you by or on behalf of a Patient through the OUCH mobile app.

d. “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.

e. “Content” means all information that is entered into by You, your authorised users or Other Users, and includes any communications, messages, etc.

f. “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.

g. “Other Users” means other persons or legal entities who are using the Platform and are contractually bound with us.

h. “Order Form” means the form through which you have completed payment and registration process.

i. “Patient” includes the person on whose behalf an Appointment is made with You

j. “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 same.

k. “Registration Process” means the registration process through the Order Form required to be completed in order to create an Account.

l. “Term” means the time period beginning from the date on which you have signified your acceptance to these Terms of Use.

m. “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. Permission to access and use the Platform

a. We hereby grant to You the right to access, use and authorize Users to access and use the Platform in accordance with the terms of this Terms of Use and upon completion of the Registration 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 property.

b. 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.

c. 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.

d. In addition to these Terms of Use, you hereby also agree to abide by the Privacy Policy pertaining to the Platform.

e. 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 information that violates these Terms of Use of the Platform.

f. 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.

g. 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.

h. 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.

i. 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. Registration of Account and Account Information

a. 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.

b. 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. Relationship between You and Us

a. 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.

b. 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. Acceptable Usage of the Platform and Restrictions

a. 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 Terms of Use and any applicable policies or guidelines.

b. 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;
ii. cancel or reschedule the Appointment without good reason;
iii. confirm more than one Appointments at a given time;
iv. infringe any laws applicable to You, third-party rights or our policies.
v. post content or items in inappropriate areas on our Platform and services;
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 content;
viii. 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;
xiii. 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 Platform;
xvii. harvest or otherwise collect information about Other Users, including email addresses, without their consent.
xviii. 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.

c. 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); or
vii. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

d. 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. Payments

a. All terms regarding payment of amounts associated with the Account such as fees and Commission rates are detailed in the Order Form and are incorporated in these Terms of Use by reference.

b. The maximum rate of Commission payable to us shall be limited to and not exceed SGD 100 per Appointment.

c. 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. Ownership of Intellectual Property Rights of the Platform and Content

a. 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 parties.

b. 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.

c. 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 part.

d. You agree to abide by all copyright notices, information, and restrictions contained in any content accessed through the Platform.

e. 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 events.

8. Communications with other Users

a. Until the completion of the Appointment, You agree to communicate with the Patients only through the mode /messaging provided through the Platform.

b. 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. Disputes with Patients

a. 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.

b. 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. Disputes with Us

a. 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 admin@ouchinc.com

b. For any claim, we may elect to resolve the dispute through alternative dispute resolution methods such as negotiation, mediation or arbitration.

c. All claims you bring against us must be resolved in accordance with the terms of these Terms of Use. All claims 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 claim.

d. 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. Closing, Suspension and Termination of Your Account

a. This Agreement shall remain in effect from the date of registration of the Account until termination by cancellation or suspension of the Account.

b. If You wish to delete your Account, you must do so through the option provided for through the Platform or contact our team at admin@ouchinc.com. Please note that once You delete your Account, it cannot be revived and all your Content will be permanently removed from our servers.

c. 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.

d. 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 abuse.

e. 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. Confidentiality between You and Us

a. All “Confidential Information” disclosed by you to us that is designated in writing as confidential as well shall not be used or disclosed for any purpose outside the scope of these TOU and our Privacy Policy, except 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.

b. 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.

c. 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 the our obligations under these Terms of Use and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this TOU.

d. 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.

e. 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.

f. 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. Confidentiality between You and Patients

a. 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 Ouch

a. 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.

15. Disclaimer of Warranty

a. 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.

b. 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 harmful components.

c. No advice or information, whether oral or written, obtained by you from the Platform or otherwise from us shall create any warranty not expressly stated in this Terms of Use.

16. No warranty as to Content

a. 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.

b. 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.

17. 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. Limitation of Liability
a. Subject to other provisions as mentioned in this Terms of Use, we shall 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 Platform;
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
viii. 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.

b. 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.

c. 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.

d. 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.

19. Indemnity

a. You shall indemnify us in case we face any injury due to any acts or negligence attributable to You or your authorised Users.

b. 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. Modifications

a. We reserve the right, at our sole and reasonable discretion, to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments, and notify you through the Platform; provided that no such modification shall include reduction of Your rights or our obligations.

b. 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. Contact Us

a. 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.

b. Notices to us shall be addressed as follows:

Email: anil.kumar@ouchinc.com