End-User Licence Agreement (EULA)
END-USER LICENCE AGREEMENT (“EULA”)
Version date: 13 June 2017
- Introduction & Agreement with the terms of the EULA –– Halza is a multi-faceted application which includes functionalities which are offered to Users of different categories. Whether you use Halza as a Subscriber, Follower, Clinic, Medical Professional or Concierge, your use of any of the individual Solutions (defined below) is governed by the general terms and conditions relating to you and (where expressly stated) the terms and conditions which are specific to particular types of User categories under this EULA. The EULA, as amended from time to time (“Agreement”) constitutes an agreement between Halza Pte. Ltd. (“Halza” or “we”, “us”, “our” as the case may be) and you with respect to your use of the Solution. By downloading, installing or using any Solution, you agree and acknowledge that you have read and understood the terms of this Agreement, and that you are bound by the terms of this Agreement.
Definitions and Interpretations
- In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder unless the context requires otherwise:
|“Solution”||means the following individual applications and functionalities designed for use with a specific User category as follows:
(i) Where you are a Subscriber, Follower or Medical Professional, the “Solution” or “Customer Solution” shall refer to the mobile application used by Subscribers to store, access and share their Personal Data with other Users on the Solution, subject to the Subscriber’s choice or User Permissions;
(ii) Where you are a Clinic, the “Solution” or “Clinic Solution” shall refer to the clinic-facing application provided by Halza, which is capable of sending Information to a Subscriber on the Customer Solution; and
(iii) Where you are a Concierge, the “Solution” or “Concierge Solution” shall refer to the application used to onboard new Subscribers or Medical Professionals onto the Customer Solution.
Any terms referring to “Solution” in this Agreement are terms applying to all Users, regardless of category or application used, unless the context otherwise requires.
|“Information”||means all Personal Data, Medical Data and User Content stored or communicated on the Solution;|
|“Medical Data”||means medical or health-related information such as (but not limited to) prescriptions, health records, patient records, lab reports, medical reports or records, as well as self-recorded information obtained through a Subscriber’s the use of the Customer Solution;|
|“PDPA”||means the Personal Data Protection Act (No. 26 of 2012) of Singapore (or any applicable equivalent or analogous data protection or privacy law or regulation), as may be amended from time to time;|
|“Permissions”||means permissions set by a Subscriber in order to restrict the viewing, use and/or disclosure of a Subscriber’s Personal Data or User Content by other Users, including but not limited to direct messaging options, privacy settings, following and sharing options, and User-created groups or “circles”;|
|“Personal Data”||means any data, including Medical Data, whether true or not, about an individual who can be identified (i) from that data or (ii) from that data and other information to which we have or are likely to have access;|
|“Sharing”||means (but is not limited to) any sharing, posting, messaging, disclosure or communication of Personal Data, User Content or any other information on the Solution.|
|“User”||means the following user categories present on the Solution:
(i) “Subscribers”, who are able to store, access, and share their Personal Data with other Users, subject to the Subscriber’s choice or Permissions;
(ii) “Followers”, who are able to follow and receive updates from or access a Subscriber’s Personal Data where permitted by that Subscriber, but are not permitted to store or share any of their or their Subscribers’ Personal Data on the Customer Solution;
(iii) “Medical Professionals”, who may access a Subscriber’s Personal Data provided that the Subscriber allows the medical professional to “link” their accounts, and who may synchronize Medical Data with the Subscriber through such a “link”;
(iv) “Clinics”, which refers only to medical clinics using the Clinic Solution (and not an external system not provided by Halza); and
(v) “Concierges”, who are internal Halza staff responsible for onboarding new Subscribers and Medical Professionals onto the Customer Solution.
- In this Agreement, unless the context otherwise requires:
- headings in this Agreement are inserted for convenience only and shall not affect the interpretation thereof;
- references to legislation or to any provision thereof include modifications, re-enactments of, substitutions for, and all statutory instruments issued under, that legislation or provision;
- references to any party (i.e. “Halza” or “you”) to this Agreement include its successors and permitted substitutes or assigns;
- references to a person shall be construed as including references to an individual, firm, company, unincorporated body of persons or any agency thereof;
- whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”;
- derivatives from a word given a certain meaning or interpretation have a corresponding meaning or interpretation; and
- unless otherwise expressly stated, each party shall perform all of its personal data protection obligations under this Agreement (or any other Additional Policy) at its sole cost and expense.
- Updates to the Agreement and Additional Policies – From time to time, this Agreement (including the Additional Policies) may be added to, amended, modified or varied by having the updated Agreement uploaded at this and other hyperlinks mentioned in the update. By using (or continuing to use) the Solution at any time on or after the date of such upload, you are agreeing that the revised Agreement will replace and govern all of your rights and liabilities (including, without limitation, accrued and ongoing rights and liabilities). In the event that any local law which is applicable prevents the application of any revision of the Agreement in this manner, we will implement any update to the Agreement in such manner as permitted by that applicable law. Should you wish to reject any revision of the Agreement, you are free to un-install and cease further use of the Solution(s) in which case, the last version of the Agreement in effect will apply to any ongoing or future rights or liabilities.
Grant of Licence
- Licence – You are granted a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to install and use the Solution (including the Content on the Solution), and any updates of the same, on your device (“Licence”). You agree that your use of the Solution is subject to the terms of this Licence, and that you may not (i) use the Solution on devices you do not own or control, (ii) provide the Solution or its functions or services to third parties as a part of a business service or service bureau, or (iii) use the Solution other than for your own personal use.
- Extent of Licence – This Licence does not allow you to make copies of the Solution, or to rent, lease, sell, sublicence, assign, loan, time-share or otherwise transfer or distribute copies of the Solution. Users are of the Solution also not permitted to decompile, disassemble, reverse engineer, modify, adapt, create a derivative work, merge, or translate the Solution under the terms of this Licence. Any such use of the Solution shall be considered a breach of the Licence in this Agreement.
- Ownership of the Solution – All rights, title and interest in and to the software in the respective Solutions or the content displayed on the Solutions, including but not limited to the Solutions’ look and feel, data, information, text, graphics, images, sound or video materials, photographs, designs, trademarks, trade names and content provided by third parties that are licenced to us, including but not limited to User Content licenced to us under this Agreement (individually or collectively, the “Content”) is owned by us or our third party licensors (as may be applicable). All rights are reserved and any rights not expressly granted herein are withheld.
- Payment obligations – As part of your continued use of the Solution (including where you are taking over an account as a Proxy), you are required (where your User category requires a paid subscription, on such additional terms as may be prescribed by Halza and notified to you from time to time) to make payment of such fees and payments as fall due under the relevant subscription plan or as otherwise stipulated. Timely payment of such amounts are a condition of your continued rights to use or access the Solution and to exercise rights accorded to you hereunder, and failure to make payment will entitle Halza to exercise any termination and/or suspension rights provided in this Agreement without prejudice to any of Halza’s other rights at law. For the avoidance of doubt, such fees and payments will be billed prior to the commencement of the relevant subscription plan or, in respect of a renewal of an existing subscription term. Such bills must be paid no less than thirty (30) days before the commencement of the relevant term (including the commencement of a renewal period, where your User category requires a paid subscription and, in the latter case, where your settings are set on auto-renew), subject to such additional terms and/or durations as may be prescribed by Halza and notified to you from time to time. The commencement or continuation of your use of the Solution under the relevant subscription plan shall be subject to this Clause 10. When making payment, you are to use such payment procedures and processes as Halza may require and you agree to provide your billing information (including your credit card information, and undertaking to carry out such payment verification procedures as required) (collectively, “Billing Information”) with such payment service providers as may be used by Halza to collect payment. You shall permit Halza to charge you for the purposes of (i) paying any recurring subscription fees, prior to or upon the expiry of any applicable subscription periods, (ii) refunding or charging any additional fees in the event of an early termination of your account in accordance with clauses 23, 24 or 25 and/or (iii) in accordance with clause 30, and you shall, in the event your Billing Information changes during your subscription term, promptly provide updated Billing Information to Halza such that the relevant fees and/or payments may be successfully charged by Halza in accordance with this Clause 10. Such Billing Information will be stored and processed by Halza’s third party payment service providers, as may be provided by Halza from time to time. Halza does not, collect, use, disclose or retain Billing Information.
- Updates – We may make available for download certain updates or upgrades for each of the respective Solutions (the “Updates”). This Licence allows you to download and use the Updates to update the Solution on any device that you own or control and which is governed by this Licence. Any Update that is downloaded, used, or otherwise installed, executed or integrated is thereafter deemed to be part of the “Solution” for the purposes of this Agreement.
- Trade Marks – All trademarks and any logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Solutions or their associated Content are our or our licensors’ property and may not be used without our prior written permission, which may be withheld in our absolute and sole discretion.
- Notifications of infringement – We respect the intellectual property rights of others and require other Users to do the same. To notify us of your claim of copyright infringement with respect to any content posted on / through the Solution, please send a written communication to the contact particulars at the end of this Agreement. Please note that the notice must at a minimum:
- for allegations of infringement of copyright, complaints should be made in writing and be signed by the complainant (if you are the person complaining, this would be you), stating at least the following particulars:
- the name and address of the complainant;
- where the complainant is acting on behalf of a copyright owner or an exclusive licensee, the name and address of the copyright owner or exclusive licensee;
- the complainant’s address for service / receipt of correspondence;
- a telephone number, a facsimile number (if any) and an electronic mail address at which the complainant can be contacted;
- sufficient particulars to enable us to —
- identify the material in respect of which copyright is alleged to have been infringed;
- identify and locate the electronic copy alleged to be an infringing copy of the material referred to, including the online location of that electronic copy; and
- identify and locate the means by which we are alleged to have referred or linked a user of any network to the online location of the electronic copy referred to above;
- The written statement also needs to confirm that the complainant (or you if you are making the complaint), in good faith, believes that the electronic copy alleged to be infringing is an infringing copy of the material identified and it must contain a clear request for us to remove or disable access to that electronic copy or disable access to the same. If applicable law permits, then, as a condition of complying with your request, we may also require that the complainant (or you if you are complaining) agree to submit to the jurisdiction of a relevant court for the purposes of any proceedings relating to the complained of infringement.
- The applicable law in some jurisdictions may prescribe a specific or different set of rules or procedures and if we receive a written statement in circumstances which indicate to us that those rules may apply, we will be in touch with you to confirm the additional requirements. You agree that you (or any complainant) will withhold action until such rules or procedures have been complied with.
- Upon receipt of the notification in compliance with the relevant rules or procedures, we will remove or disable access to the alleged infringing material through the Solution and we will advise further on follow up procedures as may be applicable under law including any rights or obligations to reinstate the disabled or removed content.
- Should applicable law or any order of court or a competent authority require us to reinstate / remove any materials arising from or in connection with such notification, you agree that we may comply with the same without liability to you or any third party.
- Confidentiality of Information on the Solution – Halza shall procure that its directors and employees keep, secret and confidential all Information in connection with this Agreement, and shall not disclose the same or any part of the same to any person whatsoever other than to its directors or employees or Users permitted to access such Information (“Receiving User”) by virtue of the another User’s (“Disclosing User”) Permissions or Sharing of such Information (with the Receiving User or Users) on the Solution.
- The obligations under clause 15 shall not apply to Information that:
- is in the public domain or otherwise is or becomes generally known or available by publication, commercial use or otherwise through no fault of the Receiving User;
- is known and has been reduced to tangible form by the Receiving User prior to the time of disclosure and is not subject to restriction of confidentiality or secrecy or otherwise;
- is independently developed or learned by the Receiving User;
- is lawfully obtained from a third party who has the right to make such disclosure; or
- has otherwise been disclosed to the public by the Disclosing User, whether in written form or otherwise.
- The provisions of clauses 15 and 16 shall survive beyond termination or expiration of this Agreement for any reason whatsoever and continue in full force and effect.
Use of the Solution
- Forwarding Content from the Solution – If you choose to forward Content from the Solution, you agree that you will only forward such content to Users you know who have consented to receive it and who are known to you. You agree that you will not use the Solution for engaging in spam or other illegal conduct.
- Prohibited Uses – You understand, acknowledge and agree that you may not use the Solution, or any functionalities (including any functions under the Solution to permit Users to post messages, reviews or content of any nature) or any Content in any of the following ways (collectively, the “Prohibited Uses”):
- You may not harm us, our family members, our affiliates and subsidiaries, customers, wireless carriers, advertisers, resellers, distributors, vendors, any provider of the Solution and/or any individuals, including through defaming, abusing, harassing, stalking, threatening, or otherwise violating another person or entities’ rights (such as their intellectual property rights or their right to privacy, publicity);
- You may not impersonate any person or entity, or falsely state, imply or misrepresent your affiliation with another person or entity;
- You may not send, receive or relay any unsolicited bulk messages or unsolicited messages, including conducting unsolicited surveys, or illegal contests or pyramid schemes, or sending chain letters, duplicative messages, etc;
- You may not use the Solution (or any part of the Solution thereof, or in conjunction with the Solution) to harvest or otherwise collect information about others (such as email addresses or cell phone numbers) whether for / in respect of / as part of any surveys, studies, research, commercial, personal or any other purpose or whether with or without their prior affirmative consent;
- You may not use any automated process or service to access and/or use the Solution (such as a bot, a spider, periodic caching of information stored by us, or “meta-searching”) nor may you create a false identity in your use of the Solution, or use a false identity in your communications with others through your use of the Solution;
- You may not use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Solution;
- You may not damage, disable, overburden, or impair the Solution (or the network(s) connected to the Solution), including uploading or transmitting any viruses, malware, or files designed to interrupt, destroy, or limit the functionality of the Solution, or interfere with anyone’s use and enjoyment of the Solution;
- You may not resell or redistribute all or any part of the Solution or any other feature of the Solution to any third party;
- You may not provide false or misleading information or make false or misleading information statements, or misrepresent your identity, or intentions;
- You may not post or provide any statements or content which is offensive or obscene to any racial / ethnic, religious or political group;
- You may not use the Solution to promulgate any ideas or make any statement that may incite any ill will / hatred / prejudice against any race / religion / social group or that may be used as support for any political cause or campaign; and
- You may not advertise, distribute or promote any products, or (for commercial purposes), endorse your own or any third party product or services or engage in any anti-competitive behaviour.
- Accuracy, Completeness and Updating of the information you provide – The use of this Solution, any of our obligations or rights, and any rights accorded to you under this Agreement are subject to the condition that you hereby warrant and represent to us that any information you disclose or provide to us is accurate, complete, and kept up to date by you at all times. You can provide us with updates to any information in accordance with the terms of this Agreement. You agree that any breach of this condition will entitle us to suspend or terminate your use of the Solution (or any part thereof), without further liability to you or other Users (where other Users are impacted / affected in any way by such suspension or termination).
- Instructions received from you – You agree that any command, direction, execution / activation of function that is a request or direction, order or instruction (whether specifically authenticated or facilitated through the use of Solution, (collectively, an “Instruction”) to effect any transaction or step (including without limitation, any commercial or non-commercial transactions, communications, and the use of any applications or functions of any kind in or through the Solution) shall entitle us (without prejudice to any rights we may have at law or under any other agreement or document) to (a) assume that such Instruction is issued by you or on your behalf, (b) rely and act on or in accordance with such Instruction (including, without limitation, effecting any relevant transaction) on the basis that such Instruction was issued by you or on your behalf or with your lawful authority, (c) hold you wholly responsible for such Instruction; and (d) treat any such order or instruction as irrevocable and binding on you upon transmission. You agree that, for the purposes of the Electronics Transactions Act (Cap 88) (or any equivalent and applicable legislation or rule of law), the use of the Solution and any user ID or password in relation to any Instruction shall be deemed to be a “secure electronic signature” (or, in respect of any equivalent and applicable legislation or rule of law, an analogous concept or, at the least, a legally binding signature) in respect of any Instruction received arising from, through, in connection with, or as a result of the same.
- Your responsibility for Instructions and activities occurring – We take system security and secure use of the Solution seriously and you play an important role with us in ensuring the proper and secure use of the same, with the exercise of secure practices in your personal use of the Solution a key part of this role. You are solely responsible for any and all activities that occur under your account which result from the use of the Solution including any instructions received by us. You must notify us immediately of any suspected or actual unauthorized use of the Solution using your credentials or account, and of any and all other security breaches. In the event of such a notification, we reserve the right to act upon the Instructions (and you agree to be bound by the same) where these are received prior to notification unless and until a reasonable period for us to act on the notification has lapsed. In the case of any doubt, we reserve the right to seek clarifications, withhold, or suspend the taking of any steps in accordance with any Instructions unless and until we are reasonably satisfied as to the authentication of any Instruction or notification.
- Suspension / Termination of Account for Non-Payment – Notwithstanding the generality of the above clause 23, Halza shall be entitled to suspend, terminate and/or cease all or any part of the services or functionalities associated with an account, including (but not limited to) the activation of Proxies (see clauses 28 to 33 below), the access and use of the Solution or any Information associated with an account or the Sharing and access of Information with and by other Users, for the non-payment (or non-timely payment) of subscription and other such fees associated with an account (where applicable), including non-payment (or non-timely payment) resulting from your failure to provide updated Billing Information as stipulated in Clause 10.
- Right to terminate for abusive use of the Solution – Notwithstanding anything stated in this Agreement, and without prejudice to any of our rights in this Agreement, in the event that we determine that you have used the Solution for Prohibited Uses, we reserve the right, and you agree, that we may terminate your account or prohibit the further or future use by you (or on your device) of the Solution.
- Your Account and User Information – You may only use the respective Solutions through your account either on your device or other means as may be made available from time to time. You warrant and represent that any Personal or Medical Data you provide through the Solution is your data and does not belong to third parties. Should any Personal or Medical Data relate to a third party or person from whom you did not obtain consent, you will indemnify us for any such losses arising out of our use of such Personal or Medical Data, including for any claims for privacy breaches by such third parties or persons. Halza reserves the right to retain any data provided to us and/or in respect of any account in the Solution for the purposes of meeting its legal and business requirements, for such period as those requirements may impose.
- User responsibilities – You are also solely responsible for any and all activities that occur under your account or in relation to your own Personal or Medical Data. You must notify us immediately of any suspected or actual unauthorized use of your account or your Personal or Medical Data, and of any and all other security breaches. In the case of any doubt, we reserve the right to seek clarifications, withhold, or suspend the taking of any steps in accordance with any notifications unless and until we are reasonably satisfied as to the authenticity of any notification.
Designation of Proxies
- Proxy Terms – Subscribers may, on the Customer Solution, designate a person (“Proxy”) who will be able to take over and administer their account in the event of the Subscriber’s incapacitation or death, in addition to one (1) other person who will verify the Subscriber’s incapacity or death (“Verifying Party”) in the event a Proxy requests access to the Subscriber’s account under clause 29. For the avoidance of doubt, only other Subscribers may be nominated either as a Proxy or Verifying Party (but not both) with respect to a specific Subscriber, and not a User or third party who is not a Subscriber (e.g. Follower, Medical Professional) and has not consented / agreed to this EULA. Any person who has been nominated as a Proxy or a Verifying Party agrees that they will be contactable for the purposes of clause 29 Notwithstanding anything stated in this Agreement, in the event that a Subscriber does not have a nominated Proxy or Verifying Party, all services in connection with the Proxy account may not be provided.
- Procedure – In the event of a Subscriber’s incapacity or death, the Proxy shall make a request to Halza for access to the Subscriber’s account. The Verifying Party and the Subscriber will be notified of such a request and Halza may use reasonable steps to contact each of the same to verify the request, upon which the following events and timelines will apply:
- In the event that the Subscriber can be contacted and objects / denies the occurrence of an event that triggers the activation of a Proxy, the request will be rejected and not be reactivated until a fresh request is issued. Halza reserves the right to reject without verification any repeat requests which it considers frivolous, vexatious, or otherwise unwarranted.
- In the event that the Subscriber cannot be contacted, but the Verifying Party is not contacted despite reasonable efforts by Halza (being no more than three (3) separate unsuccessful attempts over a period determined by Halza), then the request will be rejected and not be reactivated until a fresh request is issued. Halza reserves the right to reject without verification any repeat requests which it considers frivolous, vexatious, or otherwise unwarranted.
- In the event that the Subscriber cannot be contacted, but the Verifying Party is contacted and does not object to the request within seven (7) days of such contact, the Proxy will then have full access to the Subscriber’s account. In the event an objection is received after the aforementioned seven (7) days, Halza reserves the right to require such further verification as Halza deems fit, in each case at the expense of (and to be paid for by) either, any or all of the Verifying Party, Subscriber and/or Proxy as Halza may, in its absolute discretion deem appropriate. All parties agree that Halza’s decision as to the activation of the Proxy is final and conclusive.
The Subscriber may, at any time, object and thereby terminate the Proxy’s access to his or her account, notwithstanding any timelines or procedures provided above.
- On taking over an account – A Proxy, on gaining access to a Subscriber’s account, shall be subject to the same terms as a Subscriber under this Agreement, and shall be responsible for any payment obligations in this Agreement or as specified in any Additional Policies. Notwithstanding the generality of this Agreement, Halza may, at its sole discretion, waive its right to suspend or terminate an account for non-payment in clause 24 during the period for which the Proxy has been granted conditional access in clause 29 above, such waiver not being a waiver of any other rights Halza might have at law or under the Agreement. The Proxy agrees to make good, settle and pay in full any amounts on payments accrued and owing, or falling due from a Subscriber (whose account the Proxy has been designated to take over). By assuming the role of a Proxy, the Proxy agrees to comply with this Agreement including such payment obligations. The failure of a Proxy to make good, settle and pay any such will constitute and be deemed non-payment by a Subscriber and his / her designated Proxy, and Halza is entitled, without further notice, to apply the terms of this Agreement in accordance with provisions relating to or connected with such non-payment or exercise any rights hereunder or at law. For the purposes of this clause 30, the Proxy agrees to make such payment as required by Halza for the continued use of all functionalities of the Subscriber’s account. For this purpose, you will comply with clause 10 both in your personal capacity as Proxy and for and on behalf of the Subscriber where Halza requires.
- Other rights and obligations – Such Proxy terms shall also not override any legal rights or obligations imposed under any legal documents (including but not limited to wills and lasting powers of attorney), court-appointed deputies, orders of court, rulings or determinations made by a competent court in the relevant jurisdiction, or any other applicable rule or operation of law (“Restrictions”). All participants (i.e. the Subscriber, Proxy and the Verifying Party) are to abide by any applicable Restrictions, notwithstanding any terms stated in clause 29 Halza reserves the right to ignore the Subscriber’s Proxy designations if they conflict with any of the Restrictions above. Subscribers should thus seek specific legal advice before relying on any Proxy terms or designations set down in the Customer Solution. Halza shall not be liable for any complications or legal issues resulting from any Restrictions prohibiting Halza from complying with the Subscriber’s Proxy preferences set out in the Solution, or for any costs or legal fees resulting from any disputes or challenges arising from any Restrictions or Halza’s determination in respect of any Restrictions in this clause 31.
- Responsibility for designated persons – Subscribers are solely responsible for designating a Proxy and the relevant Verifying Party, and informing such designated persons of any instructions required for the activation of a Proxy in clause 29 Halza shall not be liable for any losses, damages, loss of data or data protection breaches, including (but not limited to) disclosure, erasure, misuse, or unwanted modifications, resulting from a Proxy’s access to a Subscriber’s account and/or Personal Data, or from a Proxy’s failure to access a Subscriber’s account due to a failure to comply, respond or provide accurate input or information on the Subscriber’s, Verifying Party’s or Proxy’s part.
- Proxy-specific disclaimers – Nothing in clauses 28 to 32 shall imply a duty for Halza to investigate or verify any nomination of a Proxy or Verifying Party by the Subscriber or the steps carried out by the Proxy or Verifying Party in relation to the activation of the Proxy. Subscribers who nominate a Proxy or Verifying Party hereby release Halza from all liabilities and claims which may result from the misconduct of the Proxy and/or Verifying Party in relation to the Proxy activation process, whether or not any information regarding the Subscriber, Proxy or Verifying Party has been brought to our attention. Where you are a party to the Proxy activation process (i.e. a nominating Subscriber, Proxy or Verifying Party), you hereby agree that you are dependent on the probity and honesty of the others, and that, notwithstanding the generality of clause 34 below, nothing in the Agreement should create an obligation between Halza and these third parties beyond conducting the Proxy activation process in accordance with clause 29
Disputes between Users: Release of Halza
- Each User hereby irrevocably and unconditionally releases, acquits and discharges Halza of any actual or potential actions, claims, demands, differences, disputes, proceedings arising from or in connection with any dispute with another User or other Users, which has arisen or may arise directly or indirectly now, at any time or in the future, and whether such disputes are based on any claim of breach by that other User(s) of this Agreement, and whether such disputes or claims are at law or in equity, known or unknown, foreseen or unforeseen (including any which may develop or be discovered, and whether alleged or not alleged, and contested or uncontested, and disclosed or undisclosed, and discoverable or not discoverable, and within or outside the reasonable contemplation of any party to this Agreement).
Use of the Customer Solution by Children
- Minimum Age – Certain functions made available to Subscribers on the Customer Solution may not be used by children under 21, and to the extent that they are made available, the Customer Solution may limit some functionalities, and provide for supervision by that child’s parent(s) / guardian(s). If you are under the age of 21, you shall not use the Customer Solution without the permission and consent of your parent / guardian including providing any of your Personal or Medical Data to us without the permission of your parent or legal guardian. If you use the Customer Solution as a Subscriber, we will assume, and you confirm, that you are 21 years of age or older unless you identify yourself as a being younger, in which case you either: (i) represent that you have the permission of your parent or legal guardian who consent to the terms of this Agreement in their entirety on your behalf and that your account is part of a family subscription plan (or such other requirement as Halza may deem fit); or (ii) represent that the applicable age of legal majority in the jurisdiction where you are located is lower (in which event, you agree to supply to Halza such information and proof of the same to Halza’s satisfaction). Halza reserves the right, but does not assume the obligation, to verify consent from such parent or guardian as the case may be. In the event that Halza receives information that you have misrepresented your age and are a legal minor (or where you do not comply with either of the requirements in (i) or (ii) above), you agree that Halza may suspend your use of the Customer Solution, and within a reasonable time thereafter, terminate your use of the Customer Solution save, and unless your parent or legal guardian intervenes and contacts Halza to ratify and confirm consent to your previous and continued use, with such identification or verification as Halza may reasonably require. Notwithstanding the above, Halza will terminate any account of any User (whether Subscriber or Follower or otherwise) aged 13 and below where it learns of the same, and will reject any User identifying himself / herself to be aged 13 and below. Information regarding what functions or features are available to minors in the Solution, and any family plan are set out in the FAQs which are accessible at [insert link to FAQs].
- Parent & Guardian – If you are the parent or legal guardian of a child under the age of 21, you should carefully supervise your child’s use of the Customer Solution. It is the responsibility of parents or legal guardians to determine whether any part of the Customer Solution or any site linked to from the Customer Solution is appropriate for their children.
- Suspension / Termination for use by minor – This Customer Solution is intended for use by persons of legal majority. There is a limit to what extent we can verify your age and we are dependent on your declarations to do so. To the extent that paid services / payment account details are provided concerning yourself as a User, we reserve the right to rely on and use this data as a means of verifying your age. If we are informed, or it is drawn to our attention that the User particulars relevant to payment records and the User particulars in respect of the Customer Solution do not match, we are entitled to infer that age verification, and User verification has been achieved and we reserve the right to terminate or suspend services under this Agreement to you. You warrant that these details are accurate and pertain to your own personal particulars. In the event that we are given information which we determine to be reasonably reliable which indicate that you may be under the age of 21 (or, where applicable laws specify a different age of legal majority, such age as may be specified by applicable law as the age of legal majority), we reserve the right to suspend or terminate your account, cancel any subscriptions, delete any Personal or Medical Data, and disable the further use of the Customer Solution on the device to which your account is linked.
Third Party Sites and Links
- We may provide links to other sites operated by third parties, or access to third party services for the purpose of uploading or downloading Personal or Medical Data to or from third party services and devices (“Third Party Services”). We have no control over such Third Party Services, and are not responsible for the availability of such external sites or resources or any content, advertising, products, services or materials on or available through such sites or resources. Neither will such links or access constitute an endorsement of such Third Party Services. You further acknowledge and agree that to the maximum extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods or services on or available through any such site or resource. You further acknowledge that your access to and/or use of such Third Party Services is at your own risk, and that such Third Party Services usually have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the use of those sites and resources.
Disclaimers INCLUDING HEALTH ADVISORY DISCLAIMER
- General disclaimers – Except as specifically provided above, the Solutions and any third party payment solutions are provided on an “as is” basis. Halza makes no representations or warranties as to merchantability, fitness for a particular purpose, non-infringement, that the Solution’s or the third party payment solution’s functions will meet your requirements, or that the operation of the Solution or the third party payment solution’s will be uninterrupted, available or error-free. at no point will your billing information be stored or processed on the solution or halza’s servers. all billing information will be processed and/or stored by halza’s third party payment service providers, and halza provides none of the aforementioned representations or warranties for such processing and/or storage by such third party service providers.
- additional disclaimers in faqs – ADDITIONAL DISCLAIMERS MAY BE PROVIDED FOR EACH FUNCTION / TYPE OF FUNCTION ON THE SOLUTION IN THE FAQS, ACCESSIBLE AT [insert link to faq].
- No medical advice – Halza does not offer medical advice. All information provided on the Solutions are on an “as is” basis only, and does not include any representations or warranties as to the accuracy, completeness, currentness, suitability, or validity of any information on the Solution. Subscribers shall not rely on any information presented on the Solution as medical advice, and should seek proper professional opinion before making any health or medical-related decision, whether for themselves or for others.
- Where you are a Subscriber OR Follower: Your use of the Solution, including the use and access of its data storage and sharing functions, shall not be considered a physician-patient relationship with Halza or a substitute for professional medical advice. Please seek professional medical care if you are unwell, and consult your doctor or other qualified healthcare professional if you have any questions about a medical condition, a course of treatment, or before making any health or medical-related decisions. Halza shall not be liable for any health or medical-related decisions based in whole or in part on any information within the Solution.
- except where the subscriber has subscribed to the digitization service (described elsewhere in this agreement), Subscribers shall also be solely responsible for uploading and updating their own Personal or Medical Data on the Solution. Halza shall not be liable for any miscommunication, errors, mistakes or misdiagnoses resulting from the use of incorrect, inaccurate or outdated information on the Solution.
- Where you are a Medical Professional or Clinic: Any Medical or Personal Data provided through the Solution is for informational purposes only, and should not be used as a case management or record keeping application. If a Medical Professional or Clinic wishes to include any data sent by the Subscriber to the Medical Professional or Clinic in its records, it should store a copy in its own system. Halza shall not be liable for any Medical Professional’s or Clinic’s inability to access Medical or Personal Data disclosed by the Subscriber to the Medical Professional or Clinic due to changes in the Subscriber’s personal records, changes in permission, or any such changes whatsoever.
- Such information should also not be considered correct, accurate or up-to-date data for the purposes of medical treatment or diagnosis, and Halza makes no representations or warranties for the same. Halza shall not be liable for any miscommunication, errors, mistakes or misdiagnoses resulting from a healthcare professional’s use of the Solution or information presented through the Solution. THOUGH HALZA WILL TAKE REASONABLE STEPS TO DISCLOSE THE SOURCE OF ANY INFORMATION THAT IT PROVIDES, SUCH DISCLOSURE IS WITHOUT PREJUDICE TO THE FOREGOING CLAUSES 39 TO 43.
- Exclusion & Disclaimer – To the maximum extent permitted by law, We AND our affiliates, members, officers, employees and agents, hereby expressly:
- Disclaim and exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, including and not limited to warranties of accuracy, reliability, TIMELINESS, merchantability, satisfaction, quality, fitness for a particular purpose and non-infringement;
- Disclaim and exclude any and all liability for any consequences, DELAYS, claims, liability, loss or damage (howsoever arising) relating directly or indirectly to any use, reliance, action or inaction by you based on information, services or other material on or available through the SOLUTION;
- Disclaim and exclude any and all liability for any consequences, DELAYS, claims, liability, loss or damage (howsoever arising) relating directly or indirectly to any false, misleading or otherwise inaccurate or incorrect data entered by you on the solution;
- Disclaim and exclude any and all liability for any consequences, DELAYS, claims, liability, loss, loss of data, data breach or damage (howsoever arising) relating directly or indirectly TO ANY ACTION, INACTION, interactions with, RELIANCE ON OR REPRESENTATIONS MADE BY ANY USER ON THE SOLUTION OR BY ANY THIRD PARTY IN RELATION THERETO, INCLUDING (BUT NOT LIMITED TO) any REPRESENTATIONS AS TO a user’S IDENTITY, any sharing or access choices you may make in relation to your personal or medical data, and ANY RECOMMENDATIONS, advice or USER CONTENT MADE (OR MADE AVAILABLE) BY OTHER USERS ON THE SOLUTION.
- Consumer Protection Notification – For the purposes of the Consumer Protection (Fair Trading) Act (Cap 52A) (or any equivalent and applicable legislation or rule of law), without limitation and without prejudice to any disclaimer or exclusion in this Agreement, no representations are made that the Solution is:
- sponsored, approved, or have any performance characteristics, accessories, ingredients, components, qualities, uses or benefits;
- of any particular standard, quality, grade, style, model, origin or method of manufacture / supply;
- in the case of the Solution, the Solution is downloaded or updated for free or, in the case of any paid version (if any) for a fixed price you have been informed of prior to downloading of the same;
- needed or desirable;
- such as to result in any price benefit or advantage; or
- supplied with or result in the grant or provision of any gifts, prizes or other free items.
- You agree to fully indemnify and hold harmless us, our affiliates, members, officers, employees and agents (collectively, the “Indemnitees”) from and against any claim, demand, loss, damage, cost, or liability (including reasonable legal fees) which any of the Indemnities may suffer or suffer in connection with or arising from your breach of this Agreement (including, without limitation any warranty or representation made by you under the Agreement) and/or your access or use of the Solution.
Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR CONTRACTS, LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, DATA BREACHES, LOSS OF GOODWILL, WASTED MANAGEMENT OR OFFICE TIME, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL LOSS (HOWSOEVER ARISING), INCURRED IN CONNECTION WITH OR ARISING FROM YOUR ACCESS OR USE OF THE APP OR THE PLATFORM, WHETHER OR NOT THEY ARE FORESEEABLE AND EVEN IF WE, OUR AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. THE FOREGOING DOES NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY FOR WHICH WE ARE LEGALLY LIABLE.
- Without limiting clause 45 above, Halza’s maximum aggregate liability for any or all claims for any damages of any kind relating to this Agreement, or any other subject matter of this Agreement shall not exceed an amount equal to the annual subscription fees paid by you with respect to your use of the Solution within the last twelve (12) months prior to the date at which the claim is made. Alternatively, or where no fees have been paid during such time, or no subscription fees are required for your use of the Solution (e.g. where you are a Follower or Concierge), the maximum aggregate liability for any or all claims for any damages of any kind relating to this Agreement, or any other subject matter of this Agreement shall not exceed fifty Singapore Dollars (S$50) or the actual loss or damage, whichever is the lower. For the avoidance of doubt, should a User belong to more than one User category, the relevant limit shall be based on the User category under which a claim for damages or any other subject-matter arises, with such User category to be determined by Halza at its sole discretion. Nothing in this clause 46 will limit the ability for death or personal injury for which we are legally liable.
- This Agreement, which includes any other documents incorporated or referred to herein, sets forth the complete and entire agreement between us and you relating to the subject matter of this Agreement, including your use of the Solution, and supersedes any and all previous agreements relating to such subject matter. You agree and acknowledge that you have not accepted this Agreement in reliance upon any representation, warranty or undertaking of ours which is not set out or referred to in this Agreement.
Third Party Rights
- A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) (or any equivalent and applicable legislation or rule of law) to enforce any of its terms.
- If any provision of this Agreement is found by a competent court to be invalid illegal, or unenforceable for any reason, you agree that any remaining portion of that provision, and all other provisions of this Agreement, shall remain valid and enforceable to the fullest extent permitted by law.
- The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
Remedies and Waiver
- Any failure or delay by us to enforce or exercise any provision of this Agreement or any right or remedy under this Agreement shall not operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Our rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided at law.
- This Agreement is governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause 52.
- Where the dispute is brought by a Subscriber, Follower and Concierge, one (1) arbitrator is to be appointed. Where the dispute is brought by a Medical Professional or a Clinic, three (3) arbitrators are to be appointed. In both cases, the arbitrator(s) shall be appointed by the Chairman of the SIAC. The language of the arbitration shall be in English.
- Halza may offer, subject to availability in your local jurisdiction and upon agreement and payment by the Subscriber of the relevant fee, a service to digitize the medical records for uploading to the Solution (“Digitization Service”). The Digitization Service will consist of the following work to be undertaken by Halza (and made subject to such operational rules or other terms as may be prescribed by Halza and notified to you from time to time):
- Collection of paper / hard copy documents (“Hard Copy Documents”) by a Halza-designated Concierge. Halza reserves the right to reject any Hard Copy Documents which do not meet formats or specifications which the Solution requires
- Scan / creating a digital copy of the Hard Copy Documents, converting the same to a Solution-compatible format (“Digitized Copy”), and uploading securely the Digitized Copy to the Solution.
- Collection of the Hard Copy Documents by you from a Halza-designated Concierge. Halza reserves the right, and you agree, to the secure deposit or disposal (in each case at your cost) if the Hard Copy Documents are not collected from a Halza-designated Concierge within such time and at such place as designated by Halza (including in any reminders, if any).
- Verification by you of the accuracy and/or correctness of the information contained in the Digitized Copy with the Hard Copy Documents. Where further re-scanning or correction is involved, Halza reserves the right to charge additional fees or disbursements as may be incurred.
- Other terms relating to the Digitization Service will be presented to you at the point of your handover of the Hard Copy Documents to the Concierge, as part of the handover process. Should you accept those terms, the handover documentation will form an addendum to this Agreement and be binding on you. Other policies relating to the operation of the Digitization Service (including but not limited to the storage of Hard Copy Documents, secure disposal of the same etc) are set out in the FAQs.
- Notwithstanding the above, Halza reserves the right (but not the obligation) to forward the Hard Copy Documents to any address which is made available to or given Halza as the Subscriber’s address (including any known address based on any record or document given to Halza)
- Parties agree that the Subscriber is responsible for verifying the accuracy and/or correctness of the Digitized Copy uploaded into the Solution. Halza disclaims all liability for any inaccurate data contained in or obtained from any Digitized Copy that has been verified by Subscriber.
- We are open to suggestions and provide a helpdesk service to assist or answer queries from you on the use of the Solution. Whilst we will endeavour to review and respond to any emails or messages received, we owe no obligation to do so and, as this is a free service, any advice, statement, comment or support provided to you is on an “as is” basis, where, consistent with (and without prejudice to) clauses 39 and 42 of this Agreement, we will not warrant that any defects, errors or issues will be corrected, remedied or addressed respectively or that a response will be issued, or if issued, that such response will be timely, adequate or appropriate in any way. You acknowledge and agree that this reflects a fair balance and allocation of liability given the nature of use / deployment of the Solution.
Terms Required by Apple
- In the event that you obtain any Solution through the Apple App Store, offered by Apple, Inc. (“Apple”), the following shall apply. You acknowledge and agree that if any of the terms and conditions of this Agreement are inconsistent or in conflict with Apple’s Instructions for Minimum Terms for Developer’s End-User License Agreement (the “Minimum Terms”), as published on Apple’s website at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ from time to time, the following Minimum Terms will apply:
- You acknowledge and agree to the following:
- You will only use the Solution in connection with an Apple device that you own or control;
- You will comply with any applicable third party terms which may affect or be affected by your use of the Solution;
- In the event you use the Solution to provide you with real-time route guidance, your use of such real time route guidance is at your sole risk. Location data provided under such real time route guidance may not be accurate.
- Apple has no responsibility for the Solution, including without limitation of the foregoing, no responsibility to furnish any maintenance and support services for the Solution or to address any claims of the end-user or any third party relating to the Solution or the end-user’s possession and/or use of that Solution, including, but not limited to: (i) product liability claims, (ii) any claim that the Solution fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer protection or similar legislation and (iv) any third party claim that the Solution or your possession and use of the Solution infringes that third party’s intellectual property rights;
- Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof;
- In the event of any failure of the Solution to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure. Upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, paid for the Solution; and
- You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints or claims regarding this Agreement, please contact Halza at [email], or via our address at 71 Ubi Road 1, #10-46, Oxley BizHub, Singapore 408732.