Service Provider Agreement
Welcome to Mednefits.com, the website and online service of Medicloud Pte Ltd (hereinafter referred to as “Mednefits”, “we”, “our” or “us”). Mednefits provides an online platform that connects you as a service provider in the health and wellness industry (hereinafter referred to as “Service Provider”, “you”, or “your”) so that you can offer services (“Your Services”) to Mednefits Users (hereafter referred to as “Employers”, “Employees”, or “Customers”).
If you also access or otherwise use the Mednefits Applications as a user (i.e. as a user or customer of the Mednefits services, rather than a service provider), then by doing so you agree that the User Terms And Conditions (http://www.mednefits.com/tcuser) apply to you. Please take the time to read the User Terms And Conditions (http://www.mednefits.com/tcuser) carefully as they contain important information affecting your legal rights, obligations and remedies. These include, among other important provisions, various limitations on your rights, exemptions on the liability of Mednefits, obligations to comply with applicable laws and regulations, and a clause governing the jurisdiction and venue of any disputes.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
1. Services; Pre-Conditions. Through the Mednefits Applications, you will be able to connect to Mednefits Customers to offer them Your Services, and to interact with them if they buy Your Services. In order to participate in the Mednefits community as a service provider you must provide us with a signed copy of our Mednefits partner agreement. You must create a profile, and keep it accurate at all times. As well, you must create, and keep up-to-date, a description of Your Services and availability that will be accessed by Mednefits Customers through the Mednefits Applications. You agree that from time to time, Mednefits may (directly or indirectly through a third party chosen by Mednefits) conduct a periodic audit on the accuracy of your profile or the description of your services, as well as the other requirements referred to in Sections 2 and 3, in order to ascertain whether Service Provider has complied with, and is complying with, the entry and ongoing requirements to become a Service Provider in the Mednefits community. You also acknowledge that from time to time certain Members of the Mednefits community may post ratings or reviews of you or your Services, and you agree that you will not contest such reviews.
2. Professional Good Standing. If you are governed by a licensing or similar body or standard, you must at all times be a member in good standing with such organization. If requested by Mednefits, you will within five (5) days of such request provide to Mednefits a copy of such professional qualification, as well as a copy of suitable evidence (e.g. transcripts) of the post-secondary educational institution you graduated from.
3. Insurance. In order to participate in the Mednefits community, at all times during the Term (as defined below) of the Agreement, you agree to use commercially reasonable efforts to maintain, at your sole expense, a commercially reasonable amount of insurance coverage. If requested by Mednefits, you will within five (5) days provide to Mednefits an up-to-date copy of your certificate of insurance. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT AN INSURED OR OTHER THIRD PARTY BENEFICIARY UNDER THE MEDNEFITS INSURANCE POLICY.
4. Parties. This Agreement is between you and Mednefits only, and not Apple, Inc. (“Apple”) or any other party with whom you interact using the Mednefits Applications. Mednefits, not Apple, is solely responsible for the Mednefits Applications and its content. Although Apple is not a party to this Agreement, Apple has the right to enforce this Agreement against you as a third party beneficiary.
5. Responsibilities of Service Providers. As a Service Provider or other person or entity in the wellness, healthcare or medical industries, you acknowledge and agree that:
a. You will not use the Mednefits Applications to view, access or otherwise use, directly or indirectly, price, availability, or other information for any purpose other than the provision of services.
b. You will not use the Mednefits Applications to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
c. You will not use the Mednefits Applications, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws or regulations or any laws related to the regulation of medical acts or medical professionals or health and wellness practitioners.
6. General Responsibilities.
At all times you must comply with all the terms of this Agreement, including the following (which constitutes a “Mednefits Code of Conduct”):
a) The safety of every Service Provider and user of the Mednefits Applications (a “Member”) on the Mednefits platform is of utmost concern. This Mednefits Code of Conduct exists so that both Service Providers and Members have a shared and understood standard for safety, accountability, mutual-respect and common-courtesy.
b) Mednefits maintains a zero-tolerance policy regarding all forms of discrimination, harassment or abuse. It is unacceptable to refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable law. This type of behaviour can result in permanent loss of access to the Mednefits Applications. Mednefits expects that all Service Providers and Members will treat one another with respect and courtesy during all interactions, in-person or otherwise, including being on-time for all scheduled appointments.
c) You may not submit, post, send, use, share, provide, transmit, or display spam, unsolicited messages or any violent, discriminatory, illegal, infringing, hateful, pornographic, obscene or sexually suggestive photos or other Content (as defined below) via the Mednefits Applications.
d) You are responsible for any activity that occurs through your account and you agree that you will not sell, transfer, license or assign your account, followers, username, or any other account rights. Further, you may not create through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
e) You are responsible for all use of the Mednefits Applications by you and your representatives and for all use of your credentials, including use by others to whom you have given, or made available, your credentials.
f) You are responsible for and will comply with all applicable privacy and anti-spam laws.
g) You agree that you are responsible for keeping your password safe and secure.
h) You agree that you are responsible for the information presented in your listing, posts or comments on the Mednefits Applications and that the such information will be truthful and accurate.
i) You agree that you are responsible for all data charges you incur through the use of the Mednefits Applications.
j) You understand and agree that Mednefits is not responsible for the materials (as defined below) posted or otherwise provided on or through the Mednefits Applications and that you use the Mednefits Applications and all materials at your own risk.
k) You are solely responsible for your interaction with other users, Service Providers and Customers found using the Mednefits Applications, whether online or offline. You agree that Mednefits is not responsible or liable for the conduct of any Service Provider or any other member of Mednefits. Mednefits reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users, Customers or Service Providers. If you violate any of the rules in this Mednefits Code of Conduct, Mednefits may take appropriate action, including suspending your ability to use the Mednefits Applications and, at Mednefits’s discretion, terminating this Agreement.
8. Content License From You. You hereby grant to Mednefits a transferrable, sub-licensable, royalty free, irrevocable, perpetual right and license to use, copy, distribute, display, modify and create derivative works of the Content for the purpose of the provisions of the Mednefits Applications (the “License”), but excluding non-public messages you send through Mednefits to another Mednefits user. You represent, warrant, and covenant and can demonstrate to Mednefits’s full satisfaction upon request that you (a) own or otherwise have the right to grant the License or that the Content is in the public domain worldwide, (b) any Content you submit, post, use, share provide, transmit, or display on or through the Mednefits Applications does not violate, misappropriate or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential information and/or other intellectual property rights (“Intellectual Property Rights”), (c) agree to pay for all royalties, fees, remuneration, and any other monies due or payable arising from any use of the Content or the exercise of the License by Mednefits or third parties on or through the Mednefits Applications, (d) have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated by this Agreement, and (e) have the legal right and capacity to grant the License to Mednefits. You agree to waive any moral rights worldwide you may have in the Content for the purposes of the Mednefits Applications.
9. License To You. Mednefits grants to you a limited, non-exclusive, non- transferrable, revocable license to use the Mednefits Applications in order to provide Your Services to Customers and only in accordance with the terms of this Agreement. If using the Mednefits Applications on an Apple device, you may only use the Mednefits Applications on a compatible Apple device that you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service. The terms of this Agreement will govern any update or upgrade provided by Mednefits that replaces and/or supplements the original product (all of which together are included in the “Mednefits Applications”), unless such update or upgrade is accompanied by a separate license in which case the terms of that license will govern. This license does not allow you to use the Mednefits Applications on any Apple device that you do not own or control, and except as provided in the Apple Usage Rules, you may not distribute or make the Mednefits Applications available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Mednefits Applications and, if you sell your Apple device to a third party, you must remove the Mednefits Applications from the Apple device before doing so. You agree not to copy (except as expressly permitted by this license and the Usage Rules), decompile, disassemble, attempt to derive the source code of, or otherwise reverse engineer or attempt to reverse engineer, modify, or create derivative works of the Mednefits Applications, or any part thereof. You may use any materials provided to you as part of the Mednefits Applications solely in connection with your use of the Mednefits Applications in accordance with any rules made available by Mednefits from time to time.
10. Intellectual Property Rights. You do not acquire hereby any Intellectual Property Right in or relating to the Mednefits Applications or any materials you access or use through the Mednefits Applications. The Mednefits Applications contains materials owned or licensed by Mednefits. As between you and Mednefits, Mednefits owns and retains all rights in the materials and the Mednefits Applications. You will not remove, alter or conceal any copyright, trademark, service mark or any proprietary rights notices incorporated in or accompanying materials or the Mednefits Applications and agree not to not use, copy, distribute, display, perform including perform in public, transmit, communicate to the public including making available to the public, broadcast publish, modify or create derivative works of the materials, except in connection with using the Mednefits Applications.
11. Trademark Use. All trademarks, service marks, logos, trade names and any other proprietary designations of Mednefits used herein or provided to you by Mednefits for promotional purposes are trademarks or registered trademarks of Mednefits. If Mednefits provides you with such promotional materials, you agree: (i) that Mednefits is not providing you with any endorsement whatsoever; and (ii) to return to Mednefits or dispose of the promotional materials upon request from Mednefits or automatically upon termination of this Agreement.
12. Booking. Mednefits facilitates your booking of appointments with Mednefits Customers. Mednefits has no control over or responsibility for the actions or omissions of Customers. Mednefits cannot guarantee or control the availability of any Customer at any particular time. MEDNEFITS WILL NOT BE LIABLE FOR CANCELLED OR OTHERWISE UNFULFILLED APPOINTMENTS, OR ANY DAMAGES RESULTING THEREFROM, UNSUCCESSFUL PAYMENTS OR COSTS OF ANY KIND RELATED TO CANCELLED OR MISSED APPOINTMENTS. If you cancel a confirmed booking with a Customer, Mednefits may impose consequences and remedies, including (i) providing a notice or review on your listing showing that an appointment was cancelled or indicating that you did not follow through with the appointment, (ii) keeping the calendar for your listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payments). You will be notified in advance of situations in which such a cancellation fee applies. Mednefits reserves the right, in its sole discretion, to cancel a booking made via the Mednefits Applications.
13. Fees and Payment.
a. Currently your participation as a Mednefits Service Provider, and use of the Mednefits Applications, is free of charge; however, Mednefits reserves the right to introduce a fee for the use of the Mednefits Applications. If Mednefits decides to introduce such a fee, Mednefits shall inform you accordingly in advance and allow you to either continue or terminate your use of the Mednefits Applications. At all times, however, you will pay Mednefits a transaction fee that is a percentage of the amounts that you earn for providing your Services to Customers who book their appointments (or otherwise connect with you) by means of the Mednefits Applications. Where a Customer first comes to you through Mednefits (“Mednefits Originating Customer”), the transaction fee may be higher compared to the transaction fee applicable when a pre-existing customer of yours adopts Mednefits. Mednefits will provide notice to you of the amount of the transaction fee, including any changes to it from time to time. Mednefits may change the amount of the Mednefits Applications usage fee and the transaction fee at any time (and from time to time) on 30 days’ written notice.
a. Pricing of your individual Services to Customers is set by Service Providers, and is not the responsibility of Mednefits. You agree, however, that your prices charged to Mednefits Originating Customers for your Services will be equal to or less than the prices you charge your other clients who did not, or do not, come to you initially through Mednefits.
b. After your Service is delivered to the Mednefits Customer, and you indicate to Mednefits the Service is completed, Mednefits will bill your Customer’s through Mednefits credit system first, and you will collect the balance if any using any payment method of choice. Mednefits will then remit your portion of Mednefits credit system billing amount to you, after retaining the transaction fee and relevant tax amount.
14. Appointment of Mednefits as Limited Payment Collection Agent. You hereby appoint Mednefits as your limited payment collection agent solely for the purpose of accepting the payment for the provision of Your Services to Customers booked through the Mednefits Applications (the “Service Fees”). You agree that payment made by a Customer through Mednefits, including any third party payment processing provider used by Mednefits to facilitate payment, shall be considered the same as payment made directly to you and you will make Your Services available to the Customer in the agreed-upon manner as if you had received the Service Fees directly. You agree that Mednefits may, in accordance with the applicable cancellation policy as provided to you on the Mednefits Applications, (i) permit the Customer to cancel the booking and (ii) refund (via Mednefits) to the Customer that portion of the Service Fees specified in the applicable cancellation policy. You understand that Mednefits accepts payments from Customers only as your limited payment collection agent and that Mednefits’s obligation to pay you is subject to and conditional upon successful receipt of the associated payments from Customers. Mednefits does not guarantee payments to you for amounts that have not been successfully received by Mednefits from Customers. In accepting appointment as your limited authorized agent, Mednefits assumes no liability for any acts or omissions by you.
15. Payment Processing Errors. Mednefits will make a commercially reasonable effort to fix any payment processing errors that Mednefits becomes aware of. Such efforts may include crediting or debiting, as appropriate, the same payment method used for the original payment to correct the error.
16. Taxes. The correct application of the appropriate taxes is your sole responsibility. You are obligated to collect any applicable tax from Customers and remit it to applicable governments; it is also your sole responsibility to determine if a particular Service is taxable or not. Mednefits will collect taxes on your behalf from Customers and remit these funds to you. You are obligated to remit the relevant tax to applicable governments. Mednefits will not be responsible for any errors in the collection of taxes from Customers since the amount of tax collected will be based on the information you provide.
17. Operation of Service. Mednefits reserves the right to change, suspend, remove or disable access to the Mednefits Applications and any Content and Materials for any reason, including but not limited to complaints or allegations of infringement or other unlawful conduct, without liability to you, and at any time without notice. You agree that once a year Mednefits may access your premises (or premises under your control or influence) and review your systems, procedures and books and records to ensure your compliance with this Agreement.
18. No Liability for Conduct of Customers. Mednefits does not screen Customers and has no control over the actions or omissions of Customers. In no event shall Mednefits be liable to you or anyone else for any action or failure to act by a Customer, a decision made or action taken by you in reliance on any information obtained or received through the Mednefits Applications from a Customer or any other user or participant in the Mednefits Applications.
19. No Special Relationship or Fiduciary Duty. You acknowledge that Mednefits has no special relationship with, or fiduciary duty to you. You also acknowledge that Mednefits has no control over, and no duty to take any action regarding which users gain access to the Mednefits Applications, what content you access via the Mednefits Applications, what effect the Contents and Materials and information received from the Mednefits Applications will have on you, how you may interpret or use the content of the Mednefits Applications, or what actions you may take as a result of having been exposed to the Content and Materials available on the Mednefits Applications.
20. No Exclusivity. You acknowledge that Mednefits can sign up and otherwise work with an unlimited number of other service providers, including but not limited to service providers who directly and indirectly compete with Your Services and share physical space with you in your facility or office.
22. Warranty. You expressly acknowledge and agree that use of the Mednefits Applications is at your sole risk and that the entire risk to satisfactory quality and performance is with you. The Mednefits Applications are provided on an “as is” basis. As such, Mednefits disclaims all warranties and conditions, whether express or implied, statutory or otherwise about the Mednefits Applications to fullest extent permitted by law. To the extent any warranty exists under law that cannot be disclaimed, Mednefits, not Apple, will be solely responsible for such warranty.
23. Apple's Limitations. In the event of any failure of the Mednefits Applications to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Mednefits Applications to you. To the maximum extent of the law, Apple will have no other warranty obligation whatsoever with respect to the Mednefits Applications. In the event of any third party claim that the Mednefits Applications or your possession and use of the Mednefits Applications infringes that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
24.Maintenance and Support. You acknowledge that Mednefits has no obligation to furnish any maintenance and support, except where required by law. To the extent that any maintenance or support is required by applicable law, Mednefits, not Apple, shall be obligated to furnish any such maintenance or support.
25. Product Claims. Mednefits, not Apple, is responsible for addressing any claims by you relating to the Mednefits Applications or use of it, including, but not limited to: (i) any product liability claim; (ii) any claim that the Mednefits Applications fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation. Nothing in this Agreement shall be deemed an admission that you may have such claims.
27. Limitations of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS AND USE OF THE MEDNEFITS APPLICATIONS, YOUR LISTING OR BOOKING OF CUSTOMERS VIA THE MEDNEFITS APPLICATIONS OR YOUR MEMBERSHIP WITH MEDNEFITS AND ANY CONTACT YOU HAVE WITH CUSTOMERS OR OTHER USERS OF MEDNEFITS, WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. IN NO EVENT WILL MEDNEFITS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER OR SYSTEM DAMAGE, THE COST OF REPLACEMENT PRODUCTS OR SERVICES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY OTHER COMMERCIAL DAMAGES RELATED TO THE MATERIALS OR CONTENT, YOUR SERVICES TO CUSTOMERS, INTERACTIONS WITH OTHER USERS OF THE MEDNEFITS APPLICATIONS OR OTHER PERSONS WITH WHOM YOU INTERACT AS A RESULT OF YOUR USE OF THE MEDNEFITS APPLICATIONS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE) AND EVEN IF MEDNEFITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE OBLIGATIONS OF MEDNEFITS TO PAY SPECIFIC AMOUNTS TO YOU PURSUANT TO THIS AGREEMENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MEDNEFITS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE MEDNEFITS APPLICATIONS OR THE USE THEREOF EXCEED (I) 10% OF THE AMOUNT PAID TO MEDNEFITS BY YOU IN THE 30 DAYS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY SUBJECT TO A MAXIMUM OF SGD$100.00, OR (II) SGD$50.00, IF NO SUCH PAYMENTS HAVE BEEN MADE, EVEN IF A CLAIM IS A CONTINUING ONE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OTHER TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU SOLELY TO THE EXTENT THEY ARE PRECLUDED BY SUCH LAWS.
28. Indemnification. You agree to release, defend, indemnify, and hold Mednefits, its affiliates and each of its employees, contractors, directors, officers, agents, suppliers and representatives (collectively, “Mednefits Indemnitees”) harmless from and against any liabilities, claims, damages, losses and expenses, including without limitation, reasonable legal and accounting fees brought against Mednefits Indemnities by any third party, including Customers or other service providers arising out of or related to (i) all claims or demands that arise from or relate to your use of the Mednefits Applications, any materials or Content; (ii) the creation of your listing; (iii) the booking, use or provision of Your Services; (iv) your interaction with any Customers; and (iii) from any breach of any representation, warranty or covenant herein.
29. Assignment. This Agreement may be assigned by Mednefits to an affiliate or in connection with a sale of all or part of the business or undertaking of Mednefits. You may not assign this agreement without the prior written consent of Mednefits.
30. Third Party Beneficiary. You and Mednefits agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of these terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as a third party beneficiary.
31. Territorial Restrictions. You agree that the Mednefits Applications will not be exported, imported, used, transferred, or re-exported from the country in which it is provided to you. The information provided within the Mednefits Applications is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Mednefits to any registration requirement within such jurisdiction or country. Mednefits reserves the right to limit the availability of the Mednefits Applications or any portion of the Mednefits Applications, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Mednefits provides.
32. Severability. If any term(s) of this Agreement is held to be invalid or unenforceable under any applicable local laws or by an applicable court, that part shall be interpreted in a manner consistent with applicable law as nearly as possible to the original intentions of Mednefits and the remaining terms of the Agreement will remain valid and enforceable.
33. No Waiver. Mednefits’s failure to exercise or enforce its rights under this Agreement does not waive our right to enforce such right. Any waiver of such rights will only be effective if it is in writing and signed by us.
34. Contact Information. Should you have any questions, complaints, or claims relating to the Mednefits Applications, please contact us at email@example.com. You can find this Agreement by visiting Mednefits.com.