END USER LICENSE AGREEMENT
If you agree to these Terms as an individual, or on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. Your registration for, or use of, the Services shall be deemed to be your agreement to abide by these Terms. Use of the Website constitutes your binding acceptance of the Terms, including any modifications made.
Terms may be modified at any time without notice to you by posting revised Terms on the Website. Regular review of these terms rests with you.
1.0 License Grant
1.1 Licensor hereby grants you a non-exclusive, non-transferable right to
use the Website and Services for the term for which you joined ("Join
Term"); and paid the respective Activation, VisitCredit and TeleConsultation
Fees ("Fees") as per described under TeleConsult Cloud Doctor at Website,
solely for your own internal business/practice purposes, subject to this End
User License Agreement and the Fees. If any Fees based Service is licensed
on a "Named User" basis, rights of any user licensed to utilize the Service
cannot be shared or used by more than one individual. In addition, a user
may not be transferred from one individual to another unless the original
user no longer requires, and is no longer permitted, access to the Service.
1.2 The Website includes a combination of content that Licensor creates, that Licensor's partners create, and that Licensor's users create. You may use the content on the Website only for your internal business/practice purposes in connection with the Services and/or your licensed use of Licensor's products. Except for the foregoing, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer or in any way exploit any of the software, materials or content on the Website in whole or in part.
1.3 You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, transmit, email or otherwise make available on the Website or through the Service ("Your Content"). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. You grant Licensor a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights you have in Your Content, in any media now or in the future, in connection with Licensor's provision of the Services available on the Website. Your Content will be protected by Licensor with at least the same protective precautions that Licensor takes to protect its similar proprietary information from unauthorized disclosure. Licensor will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Licensor to perform its obligations hereunder. Notwithstanding the foregoing, where you provide or display Your Content on the Website for the view, evaluation, download, use or consumption of other users, Licensor has no confidentiality obligations whatsoever with regarding to such Content.
1.4 You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by Licensor as described below, does not violate applicable law or the rights of any third party. You hereby grant Licensor, Licensor's affiliates, and Licensor's partners a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable right during the Join Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on the Website and other related Internet Websites for your users, (ii) processing Your Content in connection with providing the Services to you, (iii) distributing Your Content, either electronically or via other media, to your users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Website for access by your users. This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or to be later developed.
1.5 You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor's sole discretion, violates this End User License Agreement or that is otherwise objectionable.
1.6 You understand and agree that the Services may include communications such as service announcements and administrative messages from Licensor or Licensor's partners. You will not be able to opt out of receiving these service announcements and administrative messages while using the Website and Services and until you send Licensor a specific written notice requesting the termination of your Join Term and that your details be eliminated from the Website and any mailing list. You also understand that Licensor's Services may include advertisements.
1.7 Some of the Services may be subject to additional conditions either posted on the Website or contained in ordering documents (such as Fees terms and prices, and license, user, and geographical restrictions). Your use of those Services is subject to those conditions, which are incorporated into this End User License Agreement by reference. In the event of an inconsistency between this End User License Agreement and any additional conditions, the provisions of the additional conditions will prevail.
2.0 Technical Support - Online HelpDesk
Licensor will provide a free-of-charge Online HelpDesk connectivity for submitting support requests, complaints and suggestions maintained by qualified support specialists as per Licensor's policies. Telephone and OnSite support services subject to separate charges.
3.0 Intellectual Property Rights
Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Website and the Services, the software, materials and other related content (excluding your datasets), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website or the Services. In addition, all content published on the Website, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sounds or video and animation, are protected by Licensor's copyrights or trademarks or those of Licensor's alliance affiliate partners or respective users.
4.0 Fees - Activation and Services
4.1 You agree to prepay Fees on the terms stated as ordered. You agree to
pay all applicable taxes relating to the Services. Any amount payable by you
to Licensor which is past due will be subject to a late payment charge equal
to one percent (1%) per month, or the highest rate permitted by Malaysian
law, whichever is less.
4.2 The maximum disk storage space provided to you at no additional charge is 1 GB per AccountID. If the amount of disk storage required exceeds these limits, you will be charged Licensor's current storage fees. Licensor will use reasonable efforts to notify you when the storage per AccountID reaches approximately 90% of the maximum; however, any failure by Licensor to so notify you will not affect your responsibility for such additional storage charges. Licensor reserves the right to establish or modify its general practices and limits relating to storage of data and other content.
5.0 Third-Party Links
5.1 The Website may contain links to other Internet Websites owned by third parties. Your use of each of those Websites is subject to the conditions, if any, that each of those Websites have posted. Licensor has no control over Websites that are not ours, and Licensor are not responsible for any use of such Websites or content on them. Licensor's inclusion on the Website of any third-party content or a link to a third-party Website is not an endorsement of that content or third-party Website.
6.0 Service Termination
6.1 The Services will automatically terminate upon the expiration of the
then current Join Term, unless you give Licensor written notice thirty (30)
days prior to the end of the then current Join Term, of your intention to
continue the Services. Fees at the time of termination will be at current
Services rates. Notwithstanding the foregoing, Licensor may immediately terminate
or suspend your use of the Services provided hereunder, or terminate your
account and this End User License Agreement if you (i) fail to pay any applicable
fees when due, or (ii) breach or otherwise fail to comply with this End User
License Agreement and fail to remedy this breach within thirty (30) days of
being so notified. Licensor may terminate any free account or Services at
any time in its sole discretion without liability to you. You will continue
to be charged for the fee-based Services during any period of suspension.
Termination will not relieve you from its obligation to pay fees that remain
unpaid and will not limit either party from pursuing other available remedies.
6.2 You may terminate any fee-based Services only upon the expiration of the then current term by notifying Licensor in accordance with this End User License Agreement.
6.3 Upon termination by Licensor of this End User License Agreement or any part thereof in accordance with this End User License Agreement as a result of your breach, negligence or default, Licensor will have no obligation to refund to you any fees paid by you. The provisions of this section will not apply to those situations defined by Malaysian law. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your breach), Licensor will make available to you a file of your dataset within 30 days of termination if you so request in writing at the time of termination.
6.4 In the event Licensor (or succeeding entity) ceases to operate in the normal course of business, and as a result the Services are permanently unavailable, Licensor will refund to you any prepaid subscription fees for the remaining term where you no longer have access to the Services.
7.3 The Website is hosted in Malaysia. If you are visiting from other regions with laws governing data collection and use that may differ from Malaysian law, please note that you may transfer Your Content to Malaysia and by providing Your Content to Licensor you represent, warrant, and covenant to Licensor that: (i) you have the authority and right to enter into this End User License Agreement, to grant the rights granted by you under this End User License Agreement, and to perform your obligations under this End User License Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this End User License Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute Your Content to Licensor, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies.
7.4 You acknowledge and agree that certain of the Services may be provided by Licensor's partners, and that your contact information may be provided to such partners in order for them to provide the Services, and such partners may contact you directly regarding other service offerings (you may opt out of receiving information about a partner's other service offerings by following the notice procedure set forth below).
8.0 User Conduct
8.1 If Licensor request registration information from you, you will provide Licensor with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If Licensor issues you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify Licensor of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. Licensor will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
8.2 If Licensor provides you with a System Administrator UserID and password for accessing the Service, you will be responsible asSystem Administrator, for setting and modifying your User profiles and preferences for the Services, authorizing and terminating individual UserIDs and passwords and specifying the access rights of those individuals to the Services. The System Administrator will notify Licensor if the System Administrator needs to change the System Administrator's or any UserIDs and the System Administrator may do so only by contacting Licensor at the email address for technical support specified by Licensor from time to time.
8.3 You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
8.4 The technology and the software underlying the Website and the Services is the property of Licensor and/or Licensor's affiliates, suppliers and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Website or the Services. You agree not to modify the software underlying the Website in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Website. Without limiting the foregoing, you agree that you will not use the Website to take any of the following actions:
1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
2. Publish, post, upload, email, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, Licensor's Websites, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose unless you have Licensor's written consent to do so;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
6. Download any file that you know or reasonably should know cannot be legally obtained in such manner;
7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
8. Restrict or inhibit any other user from using and enjoying any area within the Website;
9. Interfere with or disrupt Licensor's Websites, servers, or networks;
10. Probe, scan or test the vulnerability of the Website or circumvent any security mechanism used by the Website;
11. Impersonate any person or entity, including, but not limited to, any Licensor representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Website or to manipulate your presence on the Website;
13. Take any action that imposes an unreasonably or disproportionately large load on Licensor's infrastructure; or
14. Engage in any illegal activities.
8.5 If offered as part of the Services, you agree to use Licensor's bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the "Message") only to send and receive messages and material that are proper and related to that particular Message.
8.6 If you choose a Username that, in Licensor's sole discretion, is obscene, indecent, abusive or that might otherwise subject Licensor to public disparagement or scorn, Licensor reserve the right, without prior notice to you, to automatically change your username, delete your posts from Licensor's Websites, deny you access to Licensor's Websites, or any combination of these options.
8.7 Unauthorized access to the Website is a breach of this End User License Agreement and a violation of the law. You agree not to access the Website by any means other than through the interface that is provided by Licensor for use in accessing the Website. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Website, except those automated means that Licensor have approved in advance and in writing.
8.8 You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
8.9 Use of the Website is subject to existing laws and legal process. Nothing contained in this End User License Agreement will limit Licensor's right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Website.
9.1 You hereby agree to indemnify, defend and hold Licensor and all of Licensor's officers, directors, owners, employees, agents, affiliates, suppliers, partners and licensors (collectively, the "Parties") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any Licensor Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement, arising out of:
1. Your use of the Website;
2. Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
3. The content, the quality, or the performance of content that you submit to the Website;
4. Your connection to the Website;
5. Your violation of this End User License Agreement; or
6. Your violation of the rights of any other person or entity.
9.2 Licensor will defend you from any third party claim that your use of Licensor's proprietary software hosted on the Website infringes its copyright, patent or trademark, and will pay all damages finally awarded against you in such claim. If Licensor settles the claim, Licensor will pay all settlement amounts on your behalf. In exchange, you must (i) promptly notify Licensor if such a claim is asserted against you, (ii) allow Licensor sole defense of the claim, and (iii) cooperate with Licensor's requests for reasonable assistance, at Licensor's expense. Licensor will not be obligated to indemnify you if you are in violation of any of this End User License Agreement terms. If as a result of the infringement or misappropriation your use of the software hosting on the Website is enjoined by a court of law, Licensor will modify the software to make it non-infringing, acquire a license for you to continue using the software, or if neither option is possible, refund to you the applicable subscription fees paid by you during the 12 month period preceding the injuction. This is your exclusive remedy for a third party's infringement or misappropriation claim against your use of the software hosted on the Website.
10.0 Warranty / Disclaimers
10.1 Licensor warrants that during the Join Term, the Website will conform
to the documentation provided by Licensor. In the event the Website does not
conform to the documentation, if you promptly notify Licensor, Licensor will
modify the Website so that it conforms. This is your exclusive remedy.
10.2 Licensor disclaim any responsibility for the deletion, loss or damage, destruction, the failure to store, the non-delivery or the untimely delivery of any content, information or material. Licensor disclaim any responsibility for, and if you subscribe to one of Licensor's fee-based services you will not be entitled to a refund or any other damages as a result of, any service outages that are caused by Licensor's maintenance on the servers or the technology that underlies Licensor's Website, problems inherent in the use of the Internet and electronic communications, failures of Licensor's service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of Licensor's facilities, acts of nature, war, civil disturbance, or any other cause beyond Licensor's reasonable control.
10.3 EXCEPT FOR THE WARRANTY PROVIDED IN 9.1, THE WEBSITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE WEBSITE AND THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR AFFILIATES, SUPPLIERS OR PARTNERS MAKE ANY WARRANTY OR REPRESENTATION THAT (i) THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIALS THAT YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. LICNESOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEBSITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE WEBSITE.
11.0 Limitation Of Liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENOSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE WEBSITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM BUT NOT LIMITED TO: (i) THE USE OR THE INABILITY TO USE THE WEBSITE AND THE SERVICES; (ii) UNAUTHORIZED ACCESS TO, ALTERATION OF, OR INACCURACY, ERROR OR OMISSIONS IN YOUR CONTENT, TRANSMISSIONS OR DATA; or (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO LICENSOR FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
11.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, LICENSOR'S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.1 Any dispute arising out of or relating to this End User License Agreement or the Website will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor's intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the "Rules") of the Malaysian Arbitration Act 1952. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Kuala Lumpur, WP, Malaysia and judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted by a single arbitrator selected under the Rules who must be a lawyer. The arbitrator has no authority to award damages in excess of those permitted in this End User License Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction in Kuala Lumpur, WP, Malaysia, necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.
13.1 The Website features trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners and licensors. The Website also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.
13.2 Licensor's failure to exercise or enforce any right or provision of this End User License Agreement will not constitute a waiver of such right or provision. This End User License Agreement and your right to use the Services may not be assigned by you without the prior written approval of Licensor.
13.3 This End User License Agreement, including any applicable Subscription Order and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Licensor and govern your use of the Website and Services, superseding any prior agreements that you may have with Licensor. Any additional or different terms in ordering documentation such as purchase orders of invoices are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
13.4 This End User License Agreement will be construed in accordance with the laws of Malaysia.
13.5 If any part of this End User License Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.
SOME COUNTRIES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH COUNTRIES/JURISDICTIONS, OUR LIABILITY AND THAT OF OUR AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE GREATER OF €500 OR THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.