Effective date: Jan 1, 2020
Healthy Culture 360 develops and operates an online healthcare platform for healthcare service providers to manage their services and engage with their patients hereafter referred to as the ‘Healthy Culture 360’. “We”, “our” and “us” currently refers to Healthy Culture 360 in the terms defined below.
These Terms are between Healthy Culture 360 and its Customers, hereafter referred to as “you” or collectively as “Customers”.
The Healthy Culture 360 Platform Services supports the goal of maternity and pregnancy coaching by providing healthcare service providers who are our Customers, with a Branded version of Healthy Culture 360 web and mobile applications and hereafter collectively referred to as the ‘Branded version of Healthy Culture 360 that enables them to be securely accessible to their patients, through web and mobile services enabling online consultations and remote patient monitoring and collaboration. The Branded version of Healthy Culture 360 applications are intended only as tools, which help healthcare providers and their patients to collaborate in the healthcare of the patients, using communication, scheduling, administrative and data managing capabilities. Branded version of Healthy Culture 360 also enables better patient engagement.
- Healthcare service providers that use or have set up a Branded version of Healthy Culture 360 (or white label) version of Healthy Culture 360 platform (hereafter referred to as ‘Customers’).
- If Branded version of Healthy Culture 360 is used or have been set up by an individual healthcare service provider who is not formally affiliated with an organization, the Customer is the individual.
- If Branded version of Healthy Culture 360 is being set up for a healthcare services organization by an authorized representative, the organization is the Customer.
- Customers can create authorized user accounts for their team members who may be employees and/or associates (hereafter referred to as ‘Team Users’), to log in to and use their Branded version of Healthy Culture 360 through appropriate interfaces. The Primary User Account of a Customer’s Branded version of Healthy Culture 360, created when the Branded version of Healthy Culture 360 is registered and setup also counts as a Team User account. All Team Users are directly bound by our Authorized User Terms.
- Customers can also create authorized user accounts for their patients and/or healthcare service clients (hereafter referred to as ‘Patient Users’) to log in to and use their Branded version of Healthy Culture 360 through appropriate interfaces. Some Customers may choose to authorize self-registration of Patient Users in their Branded version of Healthy Culture 360. All Patient Users are directly bound by our Authorised User Terms.
- You are a licensed healthcare provider and/or authorized representative of a licensed healthcare organization with the necessary healthcare practice license and legal approvals to provide healthcare services to patients that you will provide services to through your Branded version of Healthy Culture 360.
- You shall not register and use Healthy Culture 360’s Branded version of Healthy Culture 360 product (including associated web and mobile apps) and any other of the Healthy Culture 360 Platform Services for any purpose other than providing services to authorized Patients Users seeking your services.
- You take complete and sole responsibility in assigning authorized Team User accounts only to licensed healthcare providers and qualified healthcare support professionals in roles suitable to their area of responsibility; and you take complete responsibility in training your authorized Team Users in the correct usage of the application and its features to provide services to patients of your Branded version of Healthy Culture 360.
- You are not impersonating any other person and are using your actual identity.
- The information provided during the registration process is true, accurate, current and complete. You may be required to provide your full name, email address, mobile phone number, location, business name and address.
- You are required to periodically review and update your registration data to ensure that it is always current and correct.
- The user account created when registering for a Branded version of Healthy Culture 360 is considered as the Branded version of Healthy Culture 360 Primary Account and you are authorized to use it.
- Authorized Users created by a Customer in their Branded version of Healthy Culture 360 may submit information and content to the Continuous Platform Services, such as PHI (patient health information), healthcare services related data, communications and usage data, all of which qualifies as ‘Customer Data’ and is owned by the Customer.
- By using your Branded version of Healthy Culture 360 and associated applications, your Patient Users understand that the healthcare providers in the Branded version of Healthy Culture 360 have access to view and update their healthcare data in the course of providing them with healthcare services. As a healthcare services provider you authorize the access of patient health data by your registered patients, such that they may view and update their own health data, except for specific areas that you choose not to make visible/accessible to them. Ownership of and responsibility for healthcare data of patients in a Branded version of Healthy Culture 360 rests with the Customer.
- By using the Healthy Culture 360 platform, you agree to storage of your data in secure cloud infrastructure located anywhere in the world.
Authorized User Terms
- These Authorized User Terms are between Healthy Culture 360 and all Authorized Users in Branded version of Healthy Culture 360s of Customers, hereafter referred to as “you”, ‘’they” or collectively as “Authorized Users”.
- Authorized Users are aware that the Customer owning the Branded version of Healthy Culture 360 in which they are users has the right to remove and/or restrict their access to the system.
- The Customer has complete control over the settings and configuration of the Branded version of Healthy Culture 360 and bears responsibility for how it is used.
- Customer will inform Authorized Users (both Team Users and Patient Users) of all Customer terms and practices that are relevant to their use of the Branded version of Healthy Culture 360 and of any settings that may impact the processing of Customer Data.
- All engagement between Team Users and Patient Users conducted through the Customer’s Branded version of Healthy Culture 360 are also governed by the Patient Terms of that Branded version of Healthy Culture 360, which authorized Patient Users are required to consent to.
- The Customer is also responsible for ensuring that processing of Customer Data in the Customer’s Branded version of Healthy Culture 360 is done as per necessary regulation and law. This also applies to the deletion and export of Customer Data.
- The Customer is solely responsible for deciding which Team User accounts can be added to their Branded version of Healthy Culture 360 based on eligibility criteria defined by the Customer and to define the scope of healthcare and/or support services that they are allowed to provide to Patient Users through the Branded version of Healthy Culture 360; and also to define their information access privileges.
- All Authorized Users must of legal age necessary to operate your user account in the role intended by the Customer when authorizing you to use their Branded version of Healthy Culture 360. If you are a Team User, you must also be of legal working age and possess the necessary license and qualifications for your role.
- Healthy Culture 360 does not provide any healthcare services for Patient Users of any Customer, nor is it liable in any way for healthcare services provided by Customers through their Branded version of Healthy Culture 360 to their authorized Patients Users.
- All Customers and Authorized Users are bound by the Acceptable Usage Policy defined in this document
Acceptable Usage Policy
- This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Healthy Culture 360 Platform Services by Customers and Authorized Users in the Branded version of Healthy Culture 360 platform of our Customers.
- Any violation of the policy could result in the suspension of your access to the Platform Services and if found to be deliberate, repeated and possibly harmful to other users of the platform will termination of your access to the Healthy Culture 360 Platform Services. This policy may change as the platform evolves, so please proactively look up updates to the policy.
- Your username and password are unique to you, and you agree not to disclose or share your username and password to or with any third party. You are responsible for keeping your password confidential and for notifying us immediately if your password has been hacked or stolen.
- You also agree that you will be solely responsible for any activities conducted on or through the Healthy Culture 360 Platform Services with your account regardless of whether or not you are the individual who undertakes such activities. This includes any unauthorized access and/or use of your account or your computer. You hereby release and hold harmless Healthy Culture 360 from any and all claims and causes of action arising out of or resulting from a third party’s unauthorized use of your account.
- Your use and access of the Healthy Culture 360 platform, its apps and services, is entirely at your own initiative and risk. You are solely responsible for compliance with local laws in your respective country with regard to the use of such services. Healthy Culture 360 does not claim that the Healthy Culture 360 Platform Services are fully compliant for use within all the countries and territories from where it may be accessed.
- From time to time, some of our users do provide us with feedback on recommended changes and/or corrections to our platform and apps. Such recommendations are sometimes accepted if they fit in with our overall product roadmap. If you provide such feedback, you warrant that it does not include any person or entity’s proprietary information. You also fully agree that Healthy Culture 360 is not obliged to use or act on this feedback and even if does, it has full, royalty-free, perpetual, irrevocable, transferable and global license to use this feedback.
- Healthy Culture 360 is constantly updating the Healthy Culture 360 platform and apps in order to provide the best possible experience for its users. All users acknowledge and agree that the form and nature of the services provided by the platform may change from time to time, features may be added, improved or changed without prior notice as per the demands of changing technology, domain and the best interests of the users.
- You shall not use the Healthy Culture 360 platform and its apps and services for any purposes other than those intended by Healthy Culture 360 and as determined by Healthy Culture 360 at its sole discretion.
- You shall not attempt to circumvent any security measure put in place for the Healthy Culture 360 platform users or attempt to gain unauthorized access to any services, user accounts, or computer systems or networks owned and/or controlled by Healthy Culture 360, through hacking, password mining or any other means.
- You shall not upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers or other equipment.
- You shall not attempt to access, access or obtain information regarding any account other than your own, by any means whatsoever. You may not use the Healthy Culture 360 platform and its apps and services in any manner that could damage, disable, overload, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the site and services.
- You may not use any robot, spider, scraper or other automated means to access the Healthy Culture 360 Platform Services or website for any purpose without our written permission. Violation of this policy may result in termination of your access to the site, deactivation or deletion of your registration and all related information and files you have stored on the site.
- If you are a competitor service, you shall not use this service as a user to study and copy features and services provided by Healthy Culture 360’s Healthy Culture 360 platform, apps and services.
- In order to protect the integrity of its Healthy Culture 360 website and Platform Services, Healthy Culture 360 reserves the right at any time in its sole discretion to block users from certain IP addresses.
- You are responsible for the information you voluntarily post and agree to defend (at your sole expense), indemnify and hold Healthy Culture 360 harmless from any damages, losses, costs, or expenses which Healthy Culture 360 may incur as a result of information you post.
- You are solely responsible for exporting and/or requesting the export of all your Customer Data before expiry or cancellation of your Branded version of Healthy Culture 360 account, should you choose to discontinue using it and/or should your account be terminated.
In addition to the above general terms of acceptable use, the following responsibilities apply to all Customers and their Team Users.
- The Customer is responsible for all the settings and configuration applied in Branded version of Healthy Culture 360, including management of user accounts, configuration of services and provision of those services and management of Customer Data, which is impacted by such configuration.
- You are completely responsible for the Customer Data in your Branded version of Healthy Culture 360 including ensuring the usage practices by you and your Team Users in maintaining the privacy and confidentiality of your patients’ healthcare data.
- You will comply with healthcare and data regulation rules applicable to healthcare providers and organizations in your country of business and locations of service. You are solely responsible for choosing to use the Branded version of Healthy Culture 360 Services after ascertaining that it meets the necessary regulatory compliance applicable to your operations.
- You will not publish or distribute in any form, any patient healthcare information without their informed consent. Healthy Culture 360 is not liable for your handling of your own data and nor for any outcomes as a result of that.
- The Customer will be responsible for all the activities in your Branded version of Healthy Culture 360 account and in the authorized Team User accounts of your employees and/or associates and Patient Users.
- The Healthy Culture 360 Platform serves only as a technology enabler for the online healthcare services that you choose to provide. Any disputes between you and the Patient Users of your Branded version of Healthy Culture 360 will be dealt with by you directly. Healthy Culture 360 has no obligation or liability to monitor services within Branded version of Healthy Culture 360.
- Healthy Culture 360 takes no responsibility for healthcare and/or other information that may be published by healthcare providers in their branded version of Healthy Culture 360. Healthcare providers are completely liable to ensure that such content is medically correct, original and that it causes no intended or unintended harm to its readers. Healthy Culture 360 retains the right to review and delete any published content related to any provider, if such content is brought to Healthy Culture 360’s notice. Healthy Culture 360 takes no responsibility in having to review content published in Branded version of Healthy Culture 360.
- Healthy Culture 360 may also provide healthcare and/or other information that you may use. This information may come from third party sources, blogs etc. and it includes but not limited to any content including care plans, pregnancy guides etc.Healthy Culture 360 Takes No Responsibility For The Correctness Of The Information Customers Are To Validate And Ensure The Content Is Valid And Correct Customers Would Be Responsible And Completely Liable To Ensure That It Causes No Harm Or Uninteded Hard To Its Readers Patient Users Or Any Other Users
- You unconditionally agree to receive certain essential automated SMS, mobile and email notifications relevant to system events from the Healthy Culture 360 Platform Services apps to the mobile number and email address associated with your user account, irrespective of whether you have subscribed to any Do-Not-Disturb (DND) services.
- All Patient Users of a Branded version of Healthy Culture 360 of a Customer are to be made aware of the following by the Customer and Team Users and through Patient Terms defined in the Branded version of Healthy Culture 360.
- Patient Users Branded version of Healthy Culture 360 shall not use any service or information in their healthcare provider’s Branded version of Healthy Culture 360 for any purposes other than managing their personal health information or that of their immediate family members (with due authorization) and/or to engage with healthcare providers Branded version of Healthy Culture 360 through Healthy Culture 360.
- Healthy Culture 360 does not provide medical services of any kind and as a technology provider only enables engagement with you their healthcare provider, through Branded version of Healthy Culture 360, which you the Customer have opted to use.
- Healthy Culture 360 does not recommend or endorse any healthcare providers or services using Branded version of Healthy Culture 360.
- Patient Users’ access or use of their healthcare provider’s Branded version of Healthy Culture 360 and/or any apps and services of the Healthy Culture 360 platform does not create in any way, a relationship that may be confidential or privileged or of any kind that would obligate Healthy Culture 360, to fulfil any duties towards meeting their health needs. Patient users are expected to avail of immediate professional medical attention in medical emergencies or critical care situations and not attempt to use the Branded version of Healthy Culture 360 and/or other apps and services of the Healthy Culture 360 platform in such situations.
- The accuracy, integrity and completeness of the personal health information that your Patient Users enter or allow to be entered on their behalf is solely their responsibility, and Healthy Culture 360 assumes no liability for it. Healthy Culture 360 is also not liable for any use or misuse of their health data by you their healthcare provider.
- Healthy Culture 360 shall not be responsible for any undesirable outcomes in their engagement with you their healthcare provider.
- Healthy Culture 360 shall not be responsible for any health, fitness or nutritional information that is published by you/Healthy Culture 360/other 3rd party sources through the branded version of Branded version of Healthy Culture 360.
- All such data in the Branded version of Healthy Culture 360 of their healthcare provider is owned by the Customer who is solely responsible for defining how that data is handled and/or made accessible to Patient Users in the Branded version of Healthy Culture 360.
- Patient users in a Branded version of Healthy Culture 360 should also expect to receive essential system notifications related to healthcare service events. Notification preference settings will be provided to allow turning off of non-essential/informative-only notifications.
Subscriptions & Payments
- All use of Branded version of Healthy Culture 360 by a Customer and their Authorized Users are based on subscription to a relevant Subscription Plan for the Healthy Culture 360 Platform Services.
- A Subscription Plan defines the scope and level of usage of the Platform Services by the Customer and their Authorized Users. The Healthy Culture 360 Platform Services may also provide add-on services within the Branded version of Healthy Culture 360, that the Customer can optionally purchase and use.
- When you register for a free trial of Branded version of Healthy Culture 360, the service will be available to you free of charge until the end of the free trial period or on termination of your trial for any reason at our discretion. Unless you purchase a subscription within expiry of your trial, your Branded version of Healthy Culture 360 account will be deactivated.
- Subscriptions and other payments are be managed and paid by Customer online or by invoice-based payments (based on discretion of Healthy Culture 360) through the Branded version of Healthy Culture 360 Subscription interface, who can choose to subscribe on a monthly or annual plan.
- In some cases, subscriptions are purchased by Customers through other subscription order mechanisms
- Though all optional add-ons to the Branded version of Healthy Culture 360 Platform require an active Branded version of Healthy Culture 360 subscription to function, the subscription period of add-on itself, is independent of the subscription period of the associated Branded version of Healthy Culture 360 Platform, and depends on when the add-on was purchased.
- All subscriptions automatically renew at the end of the billing cycle for the upcoming subscription periods equal to the preceding subscription period
- All subscription payments are paid forward for the upcoming subscription term.
- Failure to pay the subscription fees on time will result in your Branded version of Healthy Culture 360 account being deactivated. Deactivated accounts (up to 15 days) can be reactivated by making the necessary subscription payment.
- Healthy Culture 360 reserves the right to change plans and pricing at any time. The changes will be notified either by email to all existing subscribers and/or notified on the website.
- If on a paid plan, you can upgrade/downgrade your account at any time. You can upgrade by paying the incremental cost. If your account is upgraded during a billing cycle the increased charges will be calculated on pro-rata basis. Downgrading of account can cause reduction in features or loss of access to content in your account and will not result in refunds. Healthy Culture 360 will not be responsible for operational limitations due to downgrading of an account subscription.
- All information in your billing account should be current and accurate. All billing related mails will be sent to the email address that you have provided. All charges collected for a billing cycle are non-refundable, irrespective of account cancellation, termination or downgrade. Late payments will result in suspension of service until payments are made.
- Deactivated and/or cancelled Branded version of Healthy Culture 360 accounts are maintained for a minimum of 15 days before the account is deleted. Deletion Branded version of Healthy Culture 360 of an account will include permanent deletion of all Customer Data and configurations in the account. We will make Customer Data available to you for export or download, upon request made by you within this 15-day period. We have no obligation to maintain Customer Data after this 15-day period. Healthy Culture 360 is not responsible for any loss or other consequences caused by deactivation or deletion of a Branded version of Healthy Culture 360 account.
Third Party Services
- Healthy Culture 360 is not responsible for the accuracy and reliability of health data ready from health sensors and devices that the Healthy Culture 360 platform and apps may interface with. This includes direct device interfaces and also account interfaces of third-party services that you as the user might authorize the platform apps to interface with. Such interfaces are not indicative of any endorsement or recommendation by Healthy Culture 360 of those devices or services.
- Healthy Culture 360’s Healthy Culture 360 website and Platform Services may include links to other websites, possibly in the content within the apps. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only. We do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these sites external to Healthy Culture 360.
Intellectual Property, Copyright and Trademarks
- Healthy Culture 360’s Healthy Culture 360 platform services, applications and website, all content and information, visual designs and branding created by and for Healthy Culture 360, and all intellectual property rights embodied therein, are the property of Healthy Culture 360 and are protected by trademarks, copyrights, patents, proprietary rights and IP laws.
- Healthy Culture 360 and Healthy Culture 360 and Branded version of Healthy Culture 360 are trademarks of Healthy Culture 360.
- Healthy Culture 360 does not grant and rights to copy, use, modify, reproduce, adapt, distribute or create derived works of any part of its Healthy Culture 360 platform, apps, content, website and design. Any reproduction of the contents, in whole or in part, regardless of the procedure or the medium used, shall require the express prior written authorization of Healthy Culture 360.
- Healthy Culture 360 reserves the right at any time in its sole discretion to block and terminate users violating these terms, in addition to taking legal action where necessary.
- To the extent allowed by applicable law, implied warranties on the Software, Healthy Culture 360 software and services are provided without any warranty of any kind, and Healthy Culture 360 hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, quality, performance, accuracy, reliability, loss or corruption of data, business interruption or any other commercial damages or losses, arising out of or related to the software.
- Healthy Culture 360 makes no warranty that the services will be available and accessible uninterrupted or error-free or otherwise meet your expectations. This disclaimer of warranty constitutes an essential part of this agreement.
- To The Maximum Extent Permitted By Applicable Law The Above Warranty Is Exclusive And In Lieu Of All Other Warranties Whether Express Or Implied Including The Implied Warranties Of Merchantability Fitness For A Particular Purpose And Noninfringement Of Intellectual Property Rights Limitation Of Liability.
Limitation of Liability
- The Users Expressly Understand And Agree That Healthy Culture 360 And Its Subsidiaries Affiliates Officers Employees Agents Partners And Licensors Shall Not Be Liable For Any Direct Indirect Incidental Special Consequential Or Exemplary Damages Including But Not Limited To Damages For Loss Of Profits Goodwill Use Data Or Other Intangible Losses Even If Healthy Culture 360 Has Been Advised Of The Possibility Of Such Damages Resulting From:
- The Use Or The Inability To Use The Service;
- Unauthorized Access To Or Alteration Of Your Transmissions Or Data;
- Statements Or Conduct Of Any Third Party On The Service;
- Or Any Changes Which Healthy Culture 360 May Make To The Services Your Failure To Keep Your Password Or Account Details Secure And Confidential;
- Any Other Matter Relating To The Service The Limitations On Healthy Culture 360’S Liability To The User Shall Apply Whether Or Not Healthy Culture 360 Has Been Advised Of Or Should Have Been Aware Of The Possibility Of Any Such Losses Arising.
Indemnification and Release
- You Agree To Defend Indemnify And Hold Harmless Healthy Culture 360 And Its Officers Managers Members Directors Employees Successors Assigns Subsidiaries Affiliates Service Professionals Suppliers And Agents From And Against Any And All Claims Damages Obligations Losses Liabilities Costs Or Debt And Expenses Including But Not Limited To Attorneys’Fees Arising From Your Use Of Access To And Participation In Services Provided By Healthy Culture 360.
- This Defense And Indemnification Obligation Will Survive The Terms Of Service And Your Termination Of Your Account
- On termination of your account, you will no longer be able to use Branded version of Healthy Culture 360 platform. The same will apply to Authorized Users. Any obligations you may have prior to effective date of termination must be met. Any termination does not relieve the Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
- During the active term or subscription of the Branded version of Healthy Culture 360, the Customer will be permitted to export Customer Data from the Platform Services; After termination or expiration of Branded version of Healthy Culture 360 subscriptions, we will have no obligation to maintain or provide any Customer Data; unless legally required to maintain the data for other reasons, we may delete all Customer Data in our systems.
- Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
- Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all order forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
- Customer will always keep its billing and contact information current by notifying Healthy Culture 360 of any changes.
- Any purported assignment in violation of this section is void.
- A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
Jurisdiction and Governing Law
- These terms shall be governed by and construed in accordance with the laws of United States, State of Texas, Dallas County without reference to conflict of laws principles, and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts at Dallas County, State of Texas, USA.
Release for Force Majeure
- Healthy Culture 360 and its officers, directors, employees, agents, content providers, customers and suppliers shall be absolved from any claim of damages resulting from any cause(s) over which Healthy Culture 360 or they do not have direct control, including, but not limited to
- Failure of electronic or mechanical equipment or communication lines,
- Telephone or other interconnect problems,
- Computer viruses or other damaging code or data,
- Unauthorized access,
- Operator errors,
- Severe weather,
- Natural disasters,
- Strikes or other labor / labour problems,
- Wars, or
- Governmental restrictions.
- This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter thereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter thereof.
- You may not assign or sub-license any of the rights and obligations under this Agreement without prior written consent of Healthy Culture 360.
- Any notices in this regard need to be delivered in written format and acknowledged as received.
- Healthy Culture 360 may subcontract its responsibilities under this Agreement, without your consent to a third party considered by Healthy Culture 360 in good faith to be of equal standing and integrity provided that material provisions of this Agreement shall be reflected in any agreement entered into between Healthy Culture 360 and such third party.
- If, for any reason any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law.
- The parties knowingly and expressly consent to the foregoing terms and conditions.