TERMS OF SERVICE

TERMS OF SERVICE

Last updated: 10 June 2019

These Terms of Service (“Terms of Service”) govern your relationship with Medplanner Sdn Bhd (“us”,“we” or “our”) and the use of our Medplanner mobile application – Circles.MD (“Application”) and the services offered through the Application (“Services”).

Please read these Terms of Service carefully before using the Services.

Neither MedPlanner Sdn. Bhd. nor any of our related companies, agents or permitted assigns are in any way recommending or endorsing any specific test(s), physician(s), product(s), procedure(s), opinion(s), or other information that may be mentioned, delivered through, or accessed on the Application. Reliance on any information provided by any other Regulated User (defined below) mentioned, delivered through, or accessed on the Application shall be at the Regulated User’s own risk. We do not verify any Content (defined below) provided on this Application, nor do we warrant that any such Content is in any way true, accurate or complete.

Your access and use of the Service is conditional on your acceptance and compliance with these terms. These Terms of Service apply to all visitors, users and others who access or use the Service.

1. USE OF THE SERVICES SUBJECT TO APPLICABLE LAW

1.1 Use of the Application or the Services are subject to the laws governing the user as a registered doctor, nurse, midwife, allied health professional, psychologist or any other regulated healthcare provider (“Regulated User”) currently in force, including any applicable statute, regulation, order, judgment, subsidiary legislation, binding code of conduct or minimum standard (“Applicable Law”).

2. MANDATORY REQUIREMENTS FOR ON-BOARDING

2.1  All users must are subject to an on-boarding process in order to use the Service. You must register an account on our Application (“Account”) and submit true and accurate information as at the date of registration. You warrant that are not impersonating any person or entity. You must also keep your information up to date by informing us of any changes. We reserve the right to deny or suspend the registration of your Account at our sole and absolute discretion. Upon satisfaction of the on-boarding process, your Account will be activated, subject to these Terms of Service.

2.2  You must be a Regulated User and must hold a valid and current licence issued by the appropriate regulator having jurisdiction over your right to practice in your country of residence in order to use the Service. During the on-boarding process, you must therefore provide your regulator registration number, the relevant regulator and the country of regulation.

2.3  For example, as a physician, you must provide the:

•  General Medical Council (GMC) number – United Kingdom

•  Malaysia Medical Council (MMC) number – Malaysia

•  National Provider Identifier (NPI) number – United States of America (and any corresponding state qualification)

2.4  Similarly as a nurse, you must provide your professional regulator’s number, such as the:

•  Nursing and Midwifery Council (NMC) number – United Kingdom

•  Nursing Board Registration (NBR) number – Malaysia

•  State Board of Nursing Number – United States of America

2.5  We will verify the information you provide by checking your details with the relevant professional bodies. If you are not a valid practitioner, we reserve the right to terminate your Account immediately. You acknowledge that your use of the Application and the Services for any period of time during which you are not a valid practitioner, is contrary to these Terms of Service and may expose you to criminal sanctions under Applicable Law. We may also notify the relevant regulators and/or professional bodies if we believe that you are attempting to use either our Application or our Services without a valid professional registration number or if you are otherwise not a Regulated User.

2.6  By accessing or using the Services you agree to be bound by these Terms of Service. If you disagree with the whole or part of the terms then you must not access the Services.

3. SUBSCRIPTIONS

3.1  Subject to any free trial period or other promotion, the Services are billed on a subscription basis (“Subscription”). You will be billed monthly in advance on a recurring and/or periodic basis (“Billing Cycle”).

3.2  The billing is processed by your mobile app store (Apple Store or Google Play). Please refer to their respective end user licence agreement or other terms and conditions governing your payment.

3.3  At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal through your mobile app store (Apple Store or Google Play). You may also contact our customer support team (contact@medplanner.io) to discuss any subscription matters.

4. FREE TRIAL

4.1  We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). Currently, we are offering a Free Trial for Regulated Users until further notice.

4.2  Upon the end of the Free Trial period, Regulated Users may not continue to access the Services unless a paid Subscription is activated.

4.3  We will not charge you until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Free Trial or unless you did not provide the relevant billing information

during the on-boarding process, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

4.4  At any time and without notice, we reserve the right to:

(a)  modify the terms and conditions of the Free Trial offer; or

(b)  cancel the Free Trial offer.

4.5  Please periodically check our website or our Application for further information on Free Trials or other promotions that we may offer from time to time.

5. UPGRADING FROM FREE TRIAL VERSION

5.1  When we activate the subscription version, you may upgrade from the current Free Trial version, by selecting the Medplanner Pro version to begin your Subscription.

5.2  If you represent a large group of Regulated Users, a department, a clinic or a hospital, please contact us at contact@medplanner.io for further information on discounted options that may be applicable to you and therefore can be administered via the mobile app stores (Apple Store or Google Play).

5.3  As a MedPlanner Pro subscriber, Regulated Users will enjoy unlimited use of the Services

below for so long as their Subscriptions are active and have not been suspended or terminated by us:

•  Creating multiple patient cases

•  Team messaging

•  Private messaging

•  File-sharing of Content, such as photos, videos and documents

•  Managing, creating, reviewing and assigning tasks

•  Creating and managing clinical teams

•  Patient referrals and handovers

•  Advice from specialists

•  Clinical bulletin

5.4 To find out more about MedPlanner Pro or usage by clinics and organisations, please email contact@medplanner.io.

6. SUBSCRIPTION FEE

6.1 We, in our sole discretion and at any time, may modify the subscription fee for the Subscriptions (“Subscription Fee”), including with regard to the form and manner your Subscription Fee is processed by your mobile app store (Apple Store or Google Play). Any change to the Subscription Fee will become effective at the end of the then-current Billing Cycle.

6.2  Our subscription fee is currently 7.0 USD per month.

6.3  We will provide you with reasonable prior notice through the Application, or through email, of any change in Subscription Fees. Your continued use of the Services after any change to the Subscription Fee constitutes your agreement to pay the modified Subscription Fee.

7. UNSUBSCRIBING

7.1  When you unsubscribe, you will no longer have access to the Services provided on or through the Application and you will not be able to access any Content, including patients’ data. We will delete any of your Content from the archive after ninety (90) days, unless further retention is mandated or permitted by law. You may unsubscribe at any time and you are not obliged to provide any reason for doing so, however, you may be asked to respond to a survey or feedback form to help us improve our Services.

7.2  If you wish to keep all your Content, you may request for that Content to be transferred to you within ninety (90) days of unsubscribing. Please note that there will be a fee for transferring the Content to you. This fee will be charged according to the size of your archived data.

7.3  If you require us to delete your Account and all of your personal information contained in the Account, please email contact@medplanner.io Upon receiving such a request, we will use reasonable efforts to delete such information as soon as possible. However, please note that your information may not be immediately removed from our backup systems. Please see our Privacy Policy for more information.

8. REFUNDS

8.1 Except when required by Malaysian law, paid Subscription fees are non-refundable.

9. CONTENT

9.1  Our Services allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material, including patient data (“Content”).

9.2  You must not share these contents with anyone who is not part of the clinical team and relevant to the cases that you have created. You are responsible for the Content that you post to the Services, including its legality, reliability, and appropriateness. In this regard, you must therefore abide by the rules and regulations of your professional regulatory bodies (e.g. General Medical Council, Malaysia Medical Council and Nursing Board Malaysia) and Applicable Law.

9.3  In addition to any other warranty you provide under these Terms of Service, you warrant that:

(a) any Content is yours, or you have the right to upload, publish, distribute, transmit and disseminate (collectively, “post”) such Content and are able to license these rights in accordance with these Terms of Service;

(b)  you shall not use the Services or any of our services in a manner which would constitute a criminal offence or in a manner that would constitute aiding, abetting, supporting or in any way in furtherance a criminal offence;

(c)  you shall not use the Services or any of our services in order to introduce, transmit or distribute a virus or any form of disabling code, including, but not limited to, a Trojan horse, worm, spider, logic bomb, time bomb, fork bomb, web bug, spyware.

(d)  you shall not misuse or permit the misuse of our Services, whether through the Application or otherwise, including through any distributed denial of service attacks or any file or program intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component;

(e)  you shall not post any objectionable Content on or through the Application which is or may be construed to be defamatory, seditious, hate speech, or which incites violence or incites any other unlawful activity, or any Content that would otherwise be contrary to any written law in Malaysia, or that could reasonably give rise to civil or criminal proceedings under Applicable Law;

(f)  you shall not post any Content on or through the Application which is indecent, obscene, false, menacing or offensive in character with the intent to annoy, abuse, threaten or harass any person;

(g)  you shall not make any false or fraudulent entries or provide misleading information;

(h)  you shall not post any Content on or through the Application which is protected by copyright or any other intellectual property right belonging to a third party, or any Content that infringes our rights or privacy, or the rights or privacy of any other third party;

(i)  you shall not post any Content on or through the Application which improperly discloses confidential information or improperly discloses information that is protected under any written law in Malaysia;

(j)  you shall not advertise any products, services, or websites other than the Services, unless it may be reasonably be construed to be a good faith attempt to act in the best interests of a patient. However, you are not permitted to solicit or entice away any Regulated User, regardless of whether they are Free Trial users or Subscription-based users, to or for the benefit of any third party competitor offering services identical or substantially similar to the Services.

(k)  you shall not hack into any aspect of the Services or our business or any other any likely to negatively affect the performance of the Services or our business, including for the avoidance of doubt, unauthorised access to any Content by any means or any theft, breach or corruption of our, our employees’, our customers’ or the patients’ data;

(l) except to the extent permitted by law, you shall not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or cause or allow any other person to do so; and

(m) you shall not post any Content on or through the Application which is prohibited under the Malaysian Communications and Multimedia Content Code.

9.4 If you believe that a Regulated User has breached any of the above conditions, please contact us immediately.

10. LICENSING OF CONTENT

10.1  By posting Content to the Service, you hereby grant us the right and irrevocable, worldwide, perpetual, non-exclusive, royalty-free, sub-licensable and transferable licence to use, modify, publicly perform, publicly display, reproduce, create derivative works from and distribute such Content on or through the Application. When you submit Content to be published on the Application, you represent and warrant that you own or possess all necessary intellectual property in and to the Content, that you are permitted to publish the Content and you permit us to publish the Content and to exploit all the intellectual property rights in and to the Content. However, we will not use any person’s identifiable information from any Regulated Users or from cases that you have created. We are the data processor and we will not be accessing or viewing any personal information from your Content. Please see our Privacy Policy for more information.

10.2  You are responsible as the data controller and you retain any and all of your rights to any Content you submit, post or display on or through the Services and you are responsible for protecting those rights. You agree that the licence granted above includes the right for us to make your Content available to other Regulated Users of the Services who may also use your Content subject to these Terms of Service generally and this part specifically.

10.3  We hereby grant each Regulated User a non-exclusive, time-limited, non-transferrable, non- sub-licensable, revocable licence to use the Services for non-commercial use, subject to these Terms of Service.

10.4  You may not engage in any commercial activity, which includes inter alia:

(a)  proposing or offering to any third party a service of your own that uses the Services;

(b)  reselling the whole or any part of the Services;

(c)  proposing or offering to lease or rent the Services;

(d)  proposing or offering the Services to the public or any individual through any communication or integrate it (either functionally or otherwise) within a service of your own without our prior written consent;

(e)  copying, printing, saving, using or otherwise storing on any retrieval system data from the Application or the Services’ database, without limiting the use of the Services as intended by these Terms of Service;

(f)  engaging in data scraping, data mining, harvesting, screen scraping, data aggregating and indexing; or

(g)  using or causing the use of any bot, spider, scraper or any other automated means to access the Application or the Services and its databases for any purpose without our prior written consent.

11. YOUR ACCOUNT

11.1  When you create an Account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms of Service, which may result in immediate termination of your account on our Services.

11.2  You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your Account, whether or not your password corresponds to the Services or any third-party service that is offered on made available through your Subscription.

11.3  You agree not to disclose your password to any third-party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Account.

11.4  You may not use a username that is identical or is substantially similar to the name of another person or entity that is not lawfully available for use, a username of another person or entity other than you without appropriate authorisation, a username which is a protected intellectual property or otherwise is prohibited under any law that governs the improper use of certain names for professional and commercial purposes, or a name that is otherwise offensive, vulgar or obscene.

12. INTELLECTUAL PROPERTY

12.1  The Application, the Services and its original content (excluding Content provided by Regulated Users), features and functionalities are and will remain the exclusive property of MedPlanner Sdn Bhd and its licensors (“MedPlanner Intellectual Property”). MedPlanner Intellectual Property are protected by copyright, trademark, and other laws in Malaysia and other countries. Our trademarks and trade dress may not be used in connection with any product or service without prior our written consent.

12.2  Nothing in these Terms of Service shall operate to assign or transfer the whole or any part of the rights, title and interest in and to any MedPlanner Intellectual Property to any individual or entity, including, to avoid doubt, to any Regulated User.

12.3  MedPlanner Intellectual Property may not be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic or mechanical photocopying or recording without our prior written consent. Without prejudice to the foregoing, you agree that MedPlanner Intellectual Property contained within or available through our Application or Services thereunder may not be used for commercial purposes or distributed commercially.

12.4 The trademarks, service marks, trade names and logos (“Trade Marks”) whether registrable or otherwise, that are used or which appear on our Application and any other communication or marketing collateral are the sole and exclusive property of MedPlanner Sdn. Bhd., its affiliates or third party licensors as the case may be. You may not, without our prior written consent, use any Trade Marks as a hyperlink to any other website or services other than the Services.

13. LINKS TO OTHER WEB SITES

13.1  Our Application and the Services thereunder may contain links to third party web sites or services that are not owned or controlled by us.

13.2  We have no control over, and we assume no responsibility for, the content, privacy policies or practices of any third-party websites, applications or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss howsoever caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on or through any such websites, applications or services.

13.3  We strongly advise you to read the terms and conditions and privacy policies of any third-party websites, applications or services that you visit or access through the Services.

14. TERMINATION BY MEDPLANNER

14.1 We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms of Service. Upon termination, your right to use the Services will immediately cease and you irrevocably, unequivocally and unconditionally waive any claim or demand that you may have against Medplanner Sdn. Bhd. or any of our its directors, shareholders, sub-contractors, assigns, franchisees, employees, partners, agents, suppliers, or affiliates, as a result of such termination.

15. LIMITATION OF LIABILITY

15.1 In no event shall MedPlanner Sdn Bhd, nor its directors, shareholders, sub-contractors, assigns, franchisees, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, loss of data, loss of use, loss of goodwill, costs, expenses, payments or other intangible losses, resulting from:

(a)  your access to or use of or inability to access or use the Services;

(b)  any conduct or content of any third-party of the Services;

(c)  any content obtained by the Services;

(d)  unauthorised access, use or alteration of your transmissions or content;

(e)  communication with the Services or any third parties (including any Regulated Users);

(f)  denial or cancellation of your Account; or

(g)  retention, deletion, disclosure and any other use of your Content or personal information on the Services,

whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

15.2 You acknowledge and agree that your sole and exclusive remedy will be limited to the correction of any error or malfunction in light of any relevant circumstances.

16. DISCLAIMER

16.1  YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF AND RELIANCE ON THE SERVICES. WE PROVIDE THE SERVICES AND ACCESS TO ANY CONTENT INCLUDED THEREIN FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, COURSE OF PERFORMANCE, QUALITY, TITLE, COMPATIBILITY, SECURITY OR ACCURACY.

16.2  MEDPLANNER SDN. BHD., ITS SUBSIDIARIES, AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT A) THE SERVICES WILL FUNCTION UNINTERRUPTED, ARE SECURE OR ARE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; C) THE APPLICATION OR THE SERVICES THEREUNDER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

17. COMPLIANCE WITH LAWS

17.1  We are compliant with the General Data Protection Regulation (“GDPR”), Health Insurance Portability and Accountability Act (“HIPAA”) standards and Malaysia’s Personal Data Protection Act 2010 (“PDPA”) insofar as our compliance is necessary for the provision of the Services.

17.2  You warrant and undertake that your use of the Services will fully comply with these Terms of Service and Applicable Law. We are not responsible for your own conduct.

18. THIS AGREEMENT TO PREVAIL

18.1 The Parties agree that in the event of any discrepancy or inconsistency between these Terms of Service and the provisions of any translation, supplementary contract or sub-contract, the terms of these Terms of Service shall prevail over and to the extent of such discrepancy or inconsistency.

19. ENTIRE AGREEMENT

19.1 These Terms of Service, along with any policies which are incorporated by reference, constitute the entire agreement of the Parties, and supersedes all prior and contemporaneous negotiations and agreements, oral or written. You acknowledge that neither you nor we have relied on any representation, undertaking or promise given by the other or implied from anything said or written between you and us prior to such Terms of Service, except as expressly stated in the Terms of Service.

20. ASSIGNMENT

20.1 You shall not be entitled to assign, transfer, novate, charge, sub-contract, create any trust over or deal in any other manner any aspect of these Terms of Service, including your rights and/or obligations hereunder, without our prior written consent and all assignments done in contravention of this clause are invalidated.

21. SEVERABILITY

21.1 Should any provision of these Terms of Service be held invalid, void or unenforceable for any reason whatsoever (which reasons are waived to the fullest extent permitted by law), by any court of competent jurisdiction, such provision shall not affect the validity or enforceability of the remainder of these Terms of Service, which shall be construed and interpreted as if such invalid, void or unenforceable provision was not a part thereto, it being your and our intent that these Terms of Service shall remain valid, binding and enforceable on you to the fullest extent permitted by law. You shall waive any right to object to our use of our best endeavours to substitute for any provision so declared to be illegal, void or unenforceable a provision which shall be as closely as possible of a similar nature but which shall be legally enforceable and acknowledge and agree that such substituted provision shall be binding on you.

22. AMENDMENT AND VARIATION

22.1 We reserve the right to amend these Terms of Service at any time. All amendments to these Terms of Service will be posted through the Application. Please note that the current last updated version will control and take precedence over any prior version. Your continued use of the Services will be deemed to constitute acceptance of the new Terms of Service.

23. NO WAIVER

23.1 No failure by us to exercise or delay in exercising any claim, remedy, right, power or privilege under these Terms of Service shall operate as a waiver thereof nor shall any single or partial exercise by us of any claim, remedy, right, power or privilege preclude any other or further exercise thereof or the exercise of any other claim, remedy, right, power or privilege. Our rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

24. TIME

24.1 Any time, date or period mentioned in any provision of these Terms of Service shall be of the essence.

25. GOVERNING LAW AND JURISDICTION

25.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia, and shall be subject to the non-exclusive jurisdiction of Malaysian courts.

26. CONTINUING EFFECT OF AGREEMENT AND SURVIVAL

26.1 All provisions of these Terms of Service will so far as they are capable of being performed or observed, continue in full force and effect, except in respect of those matters then already performed.

27. SUCCESSORS AND ASSIGNS

27.1 These Terms of Service shall be binding on and shall inure for the benefit of the successors-in- title, permitted transferees and assigns, heirs, executors, personal representatives, administrators of each of the Parties, as the case may be.

28. RELATIONSHIP

28.1 Nothing in these Terms of Service or any contract made thereunder shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.

29. THIRD PARTY RIGHTS

29.1 No person who is not a party to these Terms of Service or any contract formed thereunder shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to these Terms of Service or any contract formed thereunder its assent to any such term.

30. CONTACT US

30.1 If you have any questions about these Terms of Service, please contact us. You can reach us at contact@medplanner.io