Please read these terms and conditions carefully. The Platform (defined below), which is owned by Smarter Health Pte. Ltd. (“Smarter Health” or “we”) is provided to you under the following terms and conditions (“Terms of Use”). By accessing and/or using the Platform or the Service (defined below), you are indicating your agreement to be bound by these Terms of Use. If you are not a Client (defined below), Authorised User (defined below) or SP (defined below), or if you do not accept any part of these Terms of Use, you must immediately cease all access and use of the Platform and the Service. Part A of these Terms of Use applies to all Users (as defined below) and Part B of these Terms of Use contains additional terms which apply specifically to Clients. The obligations under these Terms of Use which are applicable to the Client, shall to the extent applicable be deemed to apply to the Client’s Authorised User(s) as though such Authorised User(s) were the Client, and each Authorised User hereby agrees to comply with such obligations under these Terms of Use.
1. DEFINITIONS
1.1 Unless the context otherwise requires, the following expressions shall have the following meanings:
1.1.1 “Additional Terms” is defined in Clause 4.1.
1.1.2 “Authorised User” means: (i) in respect of Patients, a parent or guardian of a Patient who is a minor, an authorised caregiver of a Patient, or any other authorised user of a Patient, as the case may be; and (ii) in respect of any other Client, any authorised user of such Client.
1.1.3 “Clients” means all Users other than SPs. “Clients” may include Users who are using the Platform in the capacity of payors (including insurers, employers, third party administrators or any other relevant parties) or healthcare service providers.
1.1.4 “Content” means any and all information, content, materials, services and functions including software, code, scripts, programs, data, databases, text, diagrams, graphics, graphical user interface, photographs, animations, audio, music, video, links or other materials contained in or made available through the Platform and/or Service but excludes User-Provided Content.
1.1.5 “GST” means goods and services tax charged under the Goods and Services Tax Act, Chapter 117A of Singapore.
1.1.6 “Healthcare Service Providers” means Users who are using the Platform in the capacity of a healthcare service provider (including SPs and hospitals).
1.1.7 “New Services” is defined in Clause 4.2.
1.1.8 “Password” means the valid password that you use in conjunction with the Username to access and use the Platform.
1.1.9 “Patients” means Users who are using the Platform in the capacity of potential or actual patients of one or more Healthcare Service Providers.
1.1.10 “Platform” means the online platform, Smarter Health, accessible at such location as may be prescribed by Smarter Health from time to time.
1.1.11 “Security Credentials” means the Username, Password, one-time passwords, and other forms of identification or information (if any) issued or prescribed by Smarter Health from time to time for use to access the Platform.
1.1.12 “Service” means the services, information, functions and features made available to you by Smarter Health through the Platform.
1.1.13 “SPs” means users who are using the Platform in the capacity of specialist doctors.
1.1.14 “Trademarks” is defined in Clause 13.2.
1.1.15 “User-Provided Content” means any information, text, and/or other materials submitted by you for inclusion and/or posting through the Platform and/or Service.
1.1.16 “User” means an end user of the Platform.
1.1.17 “Username” means the unique login identification name or code which identifies you.
1.2 Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms of Use, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, such conflict or inconsistency shall be resolved in favour of Smarter Health and the provision which is more favourable to Smarter Health shall prevail.
A. The following terms and conditions are applicable to all Users.
Under this Part A, “you” refers to each User.
2. GENERAL USE AND ACCESS OF THE PLATFORM AND/OR SERVICE
2.1 Use of the Platform and/or Service by individuals under the age of minority; The Platform and Service are not intended to be used by those under 18 years of age. However, parents and guardians can use the Platform and Service on behalf of their child or ward (as the case may be) who are under 18 years of age, by creating an account for their child or ward, submitting information of their child or ward (as the case may be) to the Platform and uploading the relevant medical reports.
2.2 Guidelines: You agree to comply with any and all the guidelines, notices, policies and instructions pertaining to the use and/or access of the Platform and/or Service, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
2.3 You represent, warrant and covenant that:
2.3.1 you shall abide by all applicable laws and regulations in your access and/or use of the Platform and the Service;
2.3.2 you shall access and/or use the Platform in a manner that does not infringe and shall not cause us to infringe any patent, copyright, trademark, trade secret or other proprietary rights of any third party;
2.3.3 you shall not impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
2.3.4 you shall not send, distribute or upload, in any way, any software, data or materials that contain viruses, malicious code or harmful components that may impair or corrupt the Platform’s data, damage or interfere with the operation of the Platform or damage the operation of another’s computer or device; and
2.3.5 you shall not post, promote or transmit through the Platform and/or the Service any unlawful, harassing, libellous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.
2.4 Registered users only: Access to and use of certain functions or features on the Platform is restricted to Clients and SPs, who have registered and created a user account on the Platform, and the Clients’ Authorised Users. To register and create a user account, you shall follow the relevant instructions on the Platform. In particular, you shall fully, accurately and truthfully complete the registration profile and provide such other requested or required information. You shall not obtain or attempt to obtain unauthorised access to any part of the Platform, or to any other protected information, through any means not intentionally made available by Smarter Health for your specific use. A breach of this provision may be an offence under the Computer Misuse Act (Chapter 50A) of Singapore.
2.5 Client and Authorised User: Client shall not permit or allow any third party who is not an Authorised User to access or use the Platform. Client acknowledges that control of the Authorised User(s) to access or use the Platform is entirely the Client’s responsibility. Client shall at all times be deemed to have adopted all actions and purported actions (including all omissions and purported omissions) of its Authorised User (where applicable) as well as all purported actions (including purported omissions) of the Authorised User as such Client’s own actions (and omissions). Smarter Health may rely on the authority of each Authorised User or any person (whether authorised or unauthorised by the Client) using the Client’s Security Credentials to do any act or transmit any information, instructions and other communications on the Client’s behalf. Client agrees that Smarter Health shall be entitled (but not obliged) to act upon, rely on or hold Client solely responsible and liable in respect thereof as if the same were carried out or transmitted by Client. All use and/or access of the Platform by Authorised User(s) or any persons, and all instructions issued through the Platform, that are referable to the Client’s Security Credentials shall be deemed the Client’s use and/or access, regardless of whether such use and/or access or such instructions are authorised or unauthorised by the Client. Where applicable, references to the Client’s use and/or access of the Platform shall be deemed to include its Authorised User(s)’ use and/or access.
2.6 Security Credentials: Access to and use of the Platform will only be granted through the use of Security Credentials in accordance with the latest instructions, notices, policies and directions issued by Smarter Health. Where applicable, you shall change the Security Credentials from time to time. You hereby agree to keep the Security Credentials confidential and secure and to take all necessary measures to prevent the use of the Security Credentials by any other persons. You agree that you are liable for all consequences arising from any loss, disclosure, use or misuse (whether such use is authorised or not) of the Security Credentials. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Security Credentials has been compromised or if there has been any unauthorised use of the Security Credentials.
2.7 Purported use/access: You agree and acknowledge that any use or purported use of or access to or purported access to the Platform referable to the relevant Security Credentials shall be deemed to be access to and/or use of the Platform by you, and you agree to be bound by any access and/or use of the Platform (whether or not such access or use are authorised by you) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you.
2.8 No obligation to investigate access and/or use: We are under no obligation to investigate the authenticity or authority of persons accessing and/or using the Platform.
2.9 At your own risk: The access to and/or use of the Platform is entirely at your own risk and we shall not be liable for any risk of misunderstanding, error, loss, damage or expense resulting from such access to and/or use of the Platform.
2.10 Instructions that have been issued are irrevocable: All instructions issued by you through the Platform shall be deemed to be irrevocable. In particular, you agree that any instructions issued through the Platform that are referable to any of the Security Credentials shall be deemed to be issued by you.
2.11 Third party-provided Content and services: You acknowledge that Content and services from such third party providers, including websites or webpages owned, operated and maintained any third party (“Third Party Content”), may be included or provided through the Platform and/or Service and that any access and/or use of such Third Party Content may be subject to further terms and conditions as may be prescribed by the relevant third party provider. Neither Smarter Health nor such third party provider shall be liable for any errors or delays in the Platform and/or Service or any part thereof (including the Third Party Content), or for any actions taken in reliance thereon. Smarter Health is under no obligation to monitor or review Third Party Content through the Platform and/or Service, and assumes no responsibility or liability for any liabilities, damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) arising from or in connection with any such Third Party Content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, inaccuracy or any other objectionable material contained in any such content.
2.12 Payment services: You acknowledge that Smarter Health does not itself provide any payment services through the Platform and/or Service and any services made available through the Platform and/or Service through which payment may be made are provided by third parties. Such services shall be deemed to be “Third Party Content” for the purposes of these Terms.
3. RESERVATION OF RIGHT
3.1 Smarter Health may from time to time without giving any reason or prior notice, upgrade, modify, alter, suspend, discontinue the provision of or remove, whether in whole or in part, the Platform and/or the Service and shall not be liable if any such upgrade, modification, suspension or alteration prevents you from accessing the Platform and/or the Service or any part thereof. The Content may be modified, deleted or replaced from time to time and at any time in the absolute discretion of Smarter Health.
3.2 Smarter Health reserves the right, but shall not be obliged to: (i) monitor or screen your user account on the Platform and any and all activities that are referable to such user account, and/or control any activity, content or material provided through the Platform or Service; (ii) remove, block, reject or relocate any User-Provided Content made available through the Platform or Service; (iii) prevent or restrict access of any user to the Platform or Service; and/or (iv) report any activity it suspects to be in violation of any applicable law, statutes or regulations to the appropriate authorities and to co-operate with such authorities. You hereby authorise Smarter Health to access your user account on the Platform for the purposes of investigating any complaints or any suspected violation of these Terms of Use. Without prejudice to the foregoing, Smarter Health shall be entitled to investigate any suspected violation of these Terms of Use and may take any action it deems appropriate in connection to any violation of these Terms of Use.
4. OTHER APPLICABLE TERMS/NEW SERVICES
4.1 In addition to these Terms of Use, the use of specific aspects of the Platform or Service and/or more comprehensive or updated versions of the Platform or Service may be subject to additional terms and conditions (“Additional Terms”), which will apply in full force and effect. By agreeing to these Terms of Use, you also agree to such Additional Terms.
4.2 Smarter Health reserves the right (but shall not be obliged) to introduce new applications, services, functions and/or features (collectively, “New Services”) to the Platform and/or Service. The term “Service” shall include New Services which are provided at no charge or fee unless otherwise indicated.
4.3 All New Services shall be governed by these Terms of Use and may be subject to Additional Terms which you shall be required to agree to before access to and use of such New Services are provided. In the event of any inconsistency between these Terms of Use and the Additional Terms, the Additional Terms shall prevail unless otherwise provided.
5. ADVERTISING
5.1 We may attach banners, java applets, links to other third party websites and/or such other materials to the Platform for marketing purposes. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.
6. HYPERLINKS
6.1 There may be hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under Smarter Health’s control and Smarter Health shall not be responsible for the contents of, or the consequences of accessing, any linked website.
6.2 Any hyperlink to any other website or webpage is not an endorsement or verification of such website or webpage and should only be accessed at your own risk.
7. DISCLAIMERS
7.1 Public nature of Internet: You acknowledge and agree that the access and/or use of the Platform via the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.
7.2 Reliance on Materials: You acknowledge that any reliance on any Content and any User-Provided Content shall be at your sole risk.
8. NO WARRANTY
8.1 The Platform and Service and all Content, are provided “as is” and “as available”. No warranty of any kind, implied, express or statutory, including any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, is given in conjunction with the Platform or Service, or any information and materials provided through the Platform or Service. Without prejudice to the generality of the foregoing, Smarter Health does not warrant: (i) the accuracy, timeliness, adequacy or completeness of the Content; (ii) that your use of and/or access to the Platform, Service and/or Content will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected; (iii) that the Platform, Service and/or Content will meet your requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros; (iv) that the Platform, Service and/or Content, and your use thereof and/or access thereto, will be safe, secure or immune from any security breach including any unauthorised interception, interruption or modification or any ransomware; and (v) that use of the Platform, Service and/or Content by you will not infringe the rights of third parties.
8.2 You acknowledge and agree that Smarter Health does not warrant the security of any information transmitted by or to you using the Platform or Service and you hereby accept the risk that any information transmitted or received using the Platform or Service may be accessed by unauthorised third parties and/or disclosed by Smarter Health and by its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. You shall not hold Smarter Health or any of its officers, employees or agents responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any such access or disclosure or for any liabilities, damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by you as a result of any such access or disclosure.
9. USER-PROVIDED CONTENT
9.1 Smarter Health does not endorse nor assume any responsibility for the contents of your transmissions or communications through the Platform and/or Service and you are solely responsible therefor.
9.2 You warrant, represent and undertake that you have the right and authority to submit your User-Provided Content and that your User-Provided Content do not infringe the intellectual property rights or any other rights of any third party.
9.3 You hereby grant to Smarter Health a non-exclusive, world-wide royalty-free, irrevocable licence and right to host, transmit, distribute or use (which shall include without limitation, the right to copy, reproduce and/or publish) the User-Provided Content in connection with the provision of the Platform and/or Service to you and for the purposes you have instructed or requested.
10. DATA PRIVACY AND CONFIDENTIALITY
10.1 In addition to and without prejudice to any other consent which you provide to Smarter Health and/or any other User from time to time, you agree that all information and/or particulars sent or submitted by you through the Platform or Service or provided to Smarter Health through any other means are non-confidential and non-proprietary unless otherwise notified to Smarter Health by you in writing and may be collected, used and disclosed by Smarter Health and/or its related corporations in accordance with Smarter Health’s Privacy Statement (which may be found at: https://www.smarterhealth.sg/privacy-policy), as may be updated and/or amended by Smarter Health from time to time, or otherwise for the following purposes:
10.1.1 to provide you with access to and use of the Platform and/or Service, including:
(i) disclosing to Smarter Health’s service providers such information of yours necessary for the purposes of facilitating the provision of the services requested by you through the Platform; and
(ii) disclosing to other Users such information of yours necessary for the purposes of facilitating claims processing, hospital admissions and other related services in connection with the services provided through the Platform;
10.1.2 to process payments and transactions;
10.1.3 to respond to, handling, and processing queries, requests, applications, complaints, and feedback from you;
10.1.4 to manage your relationship with Smarter Health;
10.1.5 to conduct research, analysis and development activities (including, but not limited to, data analytics, surveys, product and service development and/or profiling), to monitor and analyse how you use the Platform and Service, to improve the Platform and Service and/or to enhance your user experience;
10.1.6 to update Smarter Health’s records and to maintain your user account on the Platform;
10.1.7 to respond to legal processes or to comply generally with any applicable laws, governmental or regulatory requirements of any relevant jurisdiction (and any applicable rules, codes of practice or guidelines), including, without limitation, meeting the requirements to make disclosure under the requirements of any applicable laws or assisting in law enforcement and investigations by relevant authorities;
10.1.8 if you are a SP, to market and promote the Platform, the Service and any other products and services of Smarter Health and its related corporations;
10.1.9 for any other purposes for which you have provided the information; and
10.1.10 for any other incidental business purposes related to or in connection with the above.
10.2 You further agree that Smarter Health may collect, from Users or other participants in or partners to the Platform from time to time, additional medical information relating to you, for example information on the effects, success or failure of any treatment. You consent to such persons disclosing your information to Smarter Health, and to Smarter Health collecting, using and disclosing such information, for any or all of the purposes described in Clause 10.1.
10.3 In respect of any personal data of others which you disclose to Smarter Health (whether or not by submission through the Platform), you hereby warrant that you would have (prior to disclosing such personal data to Smarter Health) obtained consent from the relevant individual whose personal data is being disclosed, to permit you to disclose the individual’s personal data to Smarter Health, and to permit Smarter Health to collect, use and disclose the individual’s personal data, for the purposes set out above.
10.4 Smarter Health may sell anonymised and/or aggregated data (including anonymised and/or aggregated patient data but excluding personal data) to third parties.
11. LIMITATION OF LIABILITY
11.1 Smarter Health shall in no event nor for any reason whatsoever be liable for any liabilities, damages, losses, fines, penalties or expenses, including indirect, special, or consequential damage, or economic loss, arising from or in connection with (i) any access, use or the inability to access or use the Platform and/or Service; (ii) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; (iii) any use of or access to any other website or webpage provided through the Platform or Service; (iv) any services, products, information, data, software or other material obtained or downloaded from the Platform and/or Service or from any other website or webpage provided through the Platform or Service or from any other party referred by or through the use of the Platform or Service; (v) any use or misuse of the Platform or Service; (vi) any disclosure of personal data through the Platform or Service; or (vii) any failure to redact any personal data when submitting medical reports through the Platform or Service. In no event shall Smarter Health be liable to you, or any other party for: (a) amounts due from other users of the Platform or Service in connection with the purchase of any products/services; and/or (b) sales, customs and/or import or export taxes.
12. INDEMNITY
12.1 You shall indemnify and hold harmless Smarter Health from and against any and all claims, actions, proceedings, suits, liabilities, losses, damages, settlements, penalties, fines, costs or expenses (including solicitor and client costs and expenses (legal or otherwise)), which Smarter Health may sustain or incur, directly or indirectly, arising out of or in connection with Smarter Health having made available the Platform and/or Service to you or having entered into these Terms of Use with you or enforcement of Smarter Health’s rights under these Terms of Use or in acting upon any instructions which you may give in relation to the Platform or Service or any negligence, fraud and/or misconduct on your part or your breach of these Terms of Use.
12.2 You shall cooperate fully in the defence of any allegation or third-party legal proceeding. Smarter Health reserves the right to assume the exclusive control and defence of any indemnified matter under this Clause 12.
13. INTELLECTUAL PROPERTY
13.1 All copyright and other intellectual property and proprietary rights in the Content belong to Smarter Health or its licensors unless otherwise indicated. Smarter Health grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform (including any Content) for the purpose of accessing and using the Service.
13.2 You may access material displayed on the Platform or through the Service for your non-commercial use only provided that you also retain all copyright and other proprietary notices contained on the materials. You may not, however, copy, reproduce, distribute, modify, transmit, reuse, re-post, or use the Content for public or commercial purposes without Smarter Health’s prior written permission. The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Platform are registered and unregistered Trademarks of Smarter Health or where applicable, other third party proprietors. No right or licence is given to any party accessing the Platform or Service to download, reproduce or use any such Trademarks.
13.3 You may not under any circumstances: (i) copy, sell, distribute, transmit, publicly display, rent, lease, export, publish or otherwise reproduce the Platform or any part thereof in any form by any means; and/or (ii) adapt, modify, decompile, disassemble and/or reverse engineer the Platform or any part thereof.
13.4 Smarter Health reserves all rights not granted hereunder. For the avoidance of doubt, Smarter Health shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Platform and/or Service, including without limitation any updates, patches, bug-fixes and/or upgrades to the Platform and/or Service or any new versions and/or releases of the Platform and/or Service which incorporate new features or functions.
14. TERMINATION
14.1 Smarter Health, in its sole discretion, may with immediate effect upon giving you notice in any of the manners prescribed in Clause 16 below, terminate your right to access and use the Platform and/or the Service and/or invalidate your Username and Password and may bar access to the Platform (or any part thereof) and/or the Service (or any part thereof) for any reason whatsoever, including without limitation, any breach of these Terms of Use.
14.2 Upon termination of these Terms of Use for any reason whatsoever, all rights and/or licences granted to you under these Terms of Use shall immediately cease and terminate and you shall forthwith cease the access to and use of the Platform and the Service in any way whatsoever.
14.3 Termination of these Terms of Use for any reason shall not affect your obligation to make full payment of any fees payable if such fee has not already been paid.
15. AMENDMENTS TO TERMS OF USE
15.1 Smarter Health may impose such further terms and conditions and make such amendments to these Terms of Use as Smarter Health may in its discretion deem fit from time to time (including terms or amendments allowing Smarter Health to revise fees for the use of the Platform and/or Service). Smarter Health will notify you of such amendments by posting the amendments on the Platform or such other method of notification as may be designated by Smarter Health (such as via email or other forms of electronic communications), which you agree shall be sufficient notice for the purpose of this clause. If you do not agree to be bound by the amendments, you shall immediately cease all access and/or use of the Platform and Service. You further agree that if you continue to use and/or access the Platform and/or Service after being notified of such amendments to these Terms of Use, such use and/or access shall constitute an affirmative: (i) acknowledgement by you of these Terms of Use and its amendments; and (ii) agreement by you to abide and be bound by these Terms of Use and its amendments.
16. NOTICES
16.1 Any notice or other communication in connection with these Terms of Use may be given electronically if sent to the address then most recently notified by the recipient to the sender. Where the notice or communication is given by Smarter Health to you electronically, it will be deemed to have been received upon delivery (and a delivery report received by Smarter Health will be conclusive evidence of delivery even if the communication is not opened by you) and where given to Smarter Health electronically, it will be deemed to have been received upon being opened by Smarter Health.
17. FORCE MAJEURE
17.1 Smarter Health shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations or in the Platform’s or the Service’s operation, or for any inaccuracy, unreliability or unsuitability of the contents made available through the Platform or Service if due, in whole or in part, directly or indirectly to an event or failure which is beyond the reasonable control of Smarter Health (including acts of God, natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, acts or defaults of any telecommunications network operator or carriers or the acts of a party for whom Smarter Health is not responsible for).
18. GENERAL
18.1 Costs and Expenses: Smarter Health shall not be liable for any cost and expense incurred by any User in connection with these Terms of Use, including any travel-related expenses, administration costs or the cost of preparing any report. All such costs and expenses incurred shall be borne by the User as the case may be.
18.2 GST: If any payment under these Terms of Use constitutes the consideration for a taxable supply for GST purposes, then in addition to that payment the payer shall pay any GST due.
18.3 The parties hereto are independent contractors and nothing herein shall constitute or be construed as creating any agency, partnership or other form of business association between the parties or as creating any fiduciary relationship between any of the parties. Neither party shall have any authority to enter into any contracts on behalf of the other party.
18.4 You may not assign your rights under these Terms of Use without Smarter Health’s prior written consent. Smarter Health may assign its rights under these Terms of Use to any third party.
18.5 These Terms of Use shall bind you and Smarter Health and Smarter Health’s respective successors in title and assigns and shall continue to bind you notwithstanding any change in Smarter Health’s name or constitution or Smarter Health’s merger, consolidation or amalgamation with or into any other entity (in which case these Terms of Use shall bind you to Smarter Health’s successor entity).
18.6 If any provision of these Terms of Use is held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties hereto. To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision is or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms of Use and the legality, validity and enforceability of the remainder of these Terms of Use shall, subject to any deletion or modification made under this clause, not be affected.
18.7 No failure or delay to exercise Smarter Health’s rights under these Terms of Use shall operate as a waiver thereof nor shall such failure or delay affect the right to enforce Smarter Health’s rights under these Terms of Use.
18.8 If these Terms of Use are translated into a language other than English, the English text shall prevail.
18.9 These Terms of Use shall be governed by and construed in accordance with Singapore law. You hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
18.10 You acknowledge and agree that Smarter Health’s records and any records of the communications, transactions, instructions or operations made or performed, processed or effected through the Platform and/or Service by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, or any record of communications, transactions, instructions or operations relating to the operation of the Platform and/or Service and any record of any communications, transactions, instructions or operations maintained by Smarter Health or by any relevant person authorised by Smarter Health relating to or connected with the Platform and/or Service shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations.
18.11 No person or entity who is not a party to these Terms of Use shall have any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, or other similar laws to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms of Use.
18.12 Without prejudice to the generality of Clause 18.11 above, Smarter Health’s right to vary, amend or rescind these Terms of Use in accordance with these Terms of Use may be exercised without the consent of any person or entity who is not a party to these Terms of Use.
18.13 You agree and acknowledge that these Terms of Use and the Service do not include the provision of Internet access or other telecommunication services by Smarter Health. Any Internet access or telecommunications services (such as mobile data connectivity) required by you to access and use the Service shall be your sole responsibility and shall be separately obtained by you, at your own cost, from the appropriate telecommunications or internet access service provider.
B. The following additional terms and conditions are specific to Clients.
Under this Part B, “you” shall refer to Clients.
19. LIMITATION OF LIABILITY
19.1 Client agrees that the aggregate liability of Smarter Health to such Client (including its Authorised User(s)) for any direct damages arising from or in connection with these Terms of Use in any calendar year, shall not exceed a sum equivalent to the total amount paid by such Client and received by Smarter Health in connection with these Terms of Use in the previous calendar year.
20. CLIENT RESPONSIBILITIES
20.1 Use of Platform: The Platform and Service are provided by Smarter Health to you to facilitate access to medical care, advice and/or related services. The Content is not, and shall not be considered, medical advice or a substitute for individual medical advice, diagnosis, or treatment. Where you choose to obtain services or products from third parties through the Platform, you agree that Smarter Health will only be facilitating your access to such services or products and your communication with such third-party service provider or product seller. In the event that you have a dispute with any such third-party service provider or product seller, you agree that Smarter Health shall have no liability in respect of such dispute and you agree to not institute or commence any legal proceedings against Smarter Health (and/or its officers, directors, agents, and employees) in relation to such dispute and you irrevocably and unconditionally release and discharge Smarter Health from any and all liability, claims, demands, or damages, including direct, indirect, special, or consequential damage, or economic loss, arising out of or in connection with such disputes. You hereby agree to indemnify and hold Smarter Health harmless from any liabilities, damages. losses, fines, penalties or expenses, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with such disputes.
20.2 Provision of complete and accurate information: You represent, warrant and undertake that all information you or your Authorised Users provide or upload to the Platform, including any medical information and records, are complete, accurate and true. You understand that the Healthcare Service Providers will be relying upon the truth, accuracy and completeness of such information in order to provide services to you, including, where you are a Patient, evaluate your health condition(s) and to diagnose and/or treat you. You shall indemnify and hold Smarter Health harmless from any liabilities, damages, losses, fines, penalties or expenses, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with any false, inaccurate or incomplete information provided or uploaded by you. You acknowledge that the Healthcare Service Providers will not be able to provide services to you, including, where you are a Patient, suggest suitable medical treatments or procedures, without true, accurate and complete information of your health condition(s).
20.3 Your responsibility to redact your personal data: You may be required to provide or upload medical information and records to the Platform in order to effectively use the Platform and/or Service. When you provide or upload medical information and records and such other information to the Platform, you consent to the disclosure of the information including any personal data in the medical reports to other Clients, including the Healthcare Service Providers, and to the use of such disclosed information by such Clients for the purposes of providing services to you, including, where you are a Patient, evaluating your health condition and providing their expert medical opinion to you. In certain circumstances, you may have to refrain from disclosing personal data in the medical reports and if so, you must redact, and you shall be responsible for redacting, such personal data (e.g. name, ID/passport number, address, phone numbers etc.) and such other information which might allow the recipient of such information to identify who you are. Smarter Health shall not be responsible for your failure to redact such information.
21. DISCLAIMERS
21.1 No endorsement: Smarter Health makes no representation or warranty whatsoever in respect of any of the Healthcare Service Providers and shall not be responsible for the quality or suitability of any of the Healthcare Service Providers for any purpose whatsoever. Smarter Health shall not be construed as endorsing any of the Healthcare Service Providers. While Smarter Health has put in place processes to check and ensure that the SPs have valid certifications and licenses to practise medicine in their respective countries when such SPs first register onto the Platform, Smarter Health does not warrant that such information of the SPs will be accurate.
21.2 Engagement by you: The engagement of any of the Healthcare Service Providers by each Patient, including the medical procedures and the prescription of drugs which any of the Healthcare Service Providers perform on or provide to such Patient, and the interactions and/or communications between any of the Healthcare Service Providers and Patients (whether via the Platform or not), shall purely be a matter between such Patient and the relevant Healthcare Service Provider and shall be at such Patient’s own risk. Smarter Health shall not be responsible for any such engagement by Patients or any interactions and/or communications between Patients and Healthcare Service Providers and expressly disclaims any liability or claims arising out of or in connection with such engagement, interactions and/or communications. Each Patient further agrees that Smarter Health shall not be liable for any liabilities, damages, losses, fines, penalties or expenses, including direct, indirect, special, or consequential damage, or economic loss, arising out of or in connection with the conduct or misconduct of, or malpractice or substandard treatment by, the Healthcare Service Providers, including reliance by Patients upon any information provided by the Healthcare Service Providers.
21.3 Not a medical adviser: Smarter Health is not a medical adviser and shall in no event be construed to be providing Patients with any medical care or advice or a substitute for medical advice. The provision of the Platform and Service is merely to facilitate the provision of, and access to, medical care, advice and related services. The Healthcare Service Providers are not employees or agents of Smarter Health and any medical advice provided by a Healthcare Service Provider is not under the control of Smarter Health. Each Patient acknowledges that such Patient’s relationship for health care or medical services shall be with the respective Healthcare Service Provider, and each Patient’s obtaining of services from the Healthcare Service Provider shall solely be at such Patient’s own risk and such Patient assumes full responsibility for all risks associated therewith to the extent permitted by law.
21.4 Disputes with any other User: In the event that you have a dispute with any other User, you agree that Smarter Health shall have no liability in respect of such dispute and you agree to not institute or commence any legal proceedings against Smarter Health (and/or its officers, directors, agents, and employees) in relation to such dispute and you irrevocably and unconditionally release and discharge Smarter Health from any and all liability, claims, demands, or damages, including direct, indirect, special, or consequential damage, or economic loss, arising out of or in connection with such disputes.