InteroCloud Terms Of Use

Acceptance

Please take a moment to read these Terms carefully before subscribing to or using any of the Services. These Terms are a legal contract between InteroCloud Limited (“InteroCloud” or “We”) and each person and/or entity who uses the Services and are accepted by subscribing to our clinic management platform or by otherwise using our websites, resources or Services. These Terms may be updated or amended from time to time and becomes directly applicable to you once updated and published on our website.

In these Terms, we use the word “Subscriber” to refer to anyone (for example, a health clinic or health practitioner) who subscribes to and pays for our clinic management platform. We use the word “you” to refer to any individual user of our Services, such as a practitioner or staff member at a Subscriber’s clinic, or an individual browsing or using our websites and resources, including the Subscriber itself.

 

PLEASE NOTE THAT IF YOU SIGN UP FOR OUR SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER ALSO TO YOUR EMPLOYER OR THAT ENTITY

Intellectual Property

• Ownership of the Services. InteroCloud owns, or has obtained the rights to use, all intellectual property rights in the Services. This includes the underlying software and technology that operates the Services; all materials and content posted or made available on our website or through the Services, such as our Guide, videos, photos, illustrative graphics, text, research and blog postings.

License to You. InteroCloud grants each Subscriber, and each individual using the Services, a limited license to access and use (i.e., display, print, download) the materials and content available to them lawfully within the Services solely on a personal computer or device for the Subscriber’s internal business purposes and for your own personal, non-commercial use, provided that:

• You retain and keep intact all copyright, trademark or other proprietary information or intellectual property rights (such as © 2023 InteroCloud Limited. All Rights Reserved);
• You do not disseminate or distribute our materials or content publicly, without our previous consent;
• You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and
• You abide by our Acceptable Use Policy below.

Your Feedback and Contributions. We love to receive your feedback about our Services and to include your contributions in our resources where possible. To ensure we have the proper rights to do this, you grant InteroCloud a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use your feedback and contributions, including incorporating them into the Services and sharing them with other users or anyone else. Please note that providing feedback or contributions does not make you an author, inventor or contributor of the Services and does not entitle you to any compensation or to any ownership rights in the Services.

Third-Party Services. We may offer integrations with third-party services that you may choose to use with our Services, such as email services, payment processing, patient assessment tools, online bookkeeping, electronic billing and insurance claims. Please note that your use of such third-party services is governed by the legal terms of those third parties, and not by these Terms. InteroCloud is not responsible for those third-party services.

Acceptable Use Policy

Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property and the law, this requirements together with any other mentioned in the Terms being considered part of the “Acceptable Use Policy”.

Furthermore, you shall not:

• “frame” or “mirror” any content from our Services on any other website or server;
• post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
• harvest, scrape or otherwise collect information about others from our Services, including names and email addresses;
• probe, scan or test the vulnerability of the Services or any web site, or breach the security or authentication measures of the Services;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Services; or
• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

InteroCloud reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.

Subscribing

Subscription. You can subscribe to our clinic management platform by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on a monthly basis and. Fees are charged monthly in advance in accordance with the billing information provided by you at the time of subscription. Account Owners (defined below) may update their Subscriber’s billing information by contacting us at: Contact Us. Please note that except as set forth below under Termination, all fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time or as a part of Our business strategy.

Please note that fees under these Terms exclude any taxes (including VAT) or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Us, you must pay to Us the amount of such taxes or duties in addition to any fees owed under these Terms.

 

Availability of the Services. Once a Subscriber has subscribed and paid, InteroCloud will make the Services available to the Subscriber’s users (i.e, practitioners, staff) for the subscription plan purchased. InteroCloud will make the Services available in accordance with our Service Level Agreement; however, please note that InteroCloud cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages or issues with your computer systems or devices.

Limitations. Our websites and resources are provided for general information about InteroCloud products and services. They may not always be accurate or complete and are not intended to provide any form of advice. We recommend that Subscribers obtain their own guidance and advice especially with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.

Subscriber Accounts

Account Owner. The person signing up for a subscription on behalf of a Subscriber is the “Account Owner” and will be authorized to administer the account for the Subscriber. This includes authorizing additional user accounts for practitioners and staff and granting and revoking user access rights and permissions. Each Subscriber will have only 1 Account Owner. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Account Owner. A Subscriber may change its Account Owner through its account settings.

User Accounts. Subscribers and their users must provide accurate, current, and complete information when creating their user accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. Subscribers must take appropriate steps to protect their user accounts, including:

• Requiring users to set strong passwords;
• Keeping user ID’s and passwords confidential;
• Not providing any false identity information to access the Services.

InteroCloud will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials. If you discover or suspect any unauthorized access to or use of your Subscriber or user account, please reset your password immediately and notify us at office@interocloud.com.

Subscriber Data

Ownership and Control. Each Subscriber retains ownership and control of its patient data and all information collected, entered, created, or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Subscribers may be referred to as a “health information custodian”, a “covered entity” or a “controller” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements.

Each Subscriber determines:

• What Subscriber Data to collect;
• How the Subscriber will use the Subscriber Data;
• Which practitioners and staff have access to Subscriber Data;
• How long the Subscriber will store Subscriber Data; and
• On what basis the Subscriber will delete Subscriber Data.

Storage and Access. InteroCloud is a service provider to Subscribers and may be referred to as an “agent”, “business associate” or “processor” of the Subscriber. InteroCloud will keep Subscriber Data stored securely as described below under Security. InteroCloud will only access Subscriber Data at the request of a Subscriber or its users, or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation, court order or via an authority request. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.

GDPR Compliance. If a Subscriber is subject to the General Data Protection Regulation (“GDPR”), the terms of our Data Processing Appendix will also apply and are incorporated into these Terms.

Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Account Owner. If an Account Owner has any questions about the management of Subscriber Data in the Services, the Account Owner may contact us at office@interocloud.com .

Anonymized/Aggregated Data. InteroCloud may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for research, data analysis, benchmarking, statistics or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user or patient.

Security

Safeguards. InteroCloud will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-DSS compliant payment processors and encryption.

Security Features. The Services also contain features which allow you to further enhance the security of your Subscriber Data. For example, by giving users different access rights.

Security Breach. InteroCloud will notify affected Subscribers if InteroCloud determines that the security of the Services has been breached on its end and this results in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. InteroCloud will inform the affected Subscriber(s) regarding the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) in mitigating the effects of any lost or compromised Subscriber Data.

Your Responsibility. Subscribers and their users will notify InteroCloud immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.

Data Retention Policy

During Your Subscription Term. Our clinic management platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. If you have such a requirement, please have your Account Owner contact us.

Data Export. Subscribers may request an export of their Subscriber Data at any time and should do so prior to ceasing or terminating their use of our clinic management platform. Subscribers may also request for export of their patient data. For any export requests, contact us.

After Termination. When a subscription expires or is terminated, the account is deactivated. This means the account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The account and its Subscriber Data will be retained 6 months in the event the Subscriber wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated.

Account Owners may contact us with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Owner.

Further detail on the way InteroCloud processes data that is considered personal data as per the applicable law can be found in Our Privacy Policy and within the Data Processing Appendix.

Termination

Overdue Fees. If any fees are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.

Termination by Us. as an addition to other provisions in place between InteroCloud and the Subscriber, if the case, InteroCloud may terminate or suspend access to the Services, or suspend or deactivate a Subscriber’s or a user’s account, if the Subscriber or user breaches any obligations under these Terms or the applicable law. InteroCloud may also terminate a Subscriber’s subscription if InteroCloud discontinues the Services for any reason. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others or as a result of the applicable law.

Refunds. If a Subscriber terminates its subscription due to a breach by InteroCloud or InteroCloud discontinues the Services, we will refund any fees you had pre-paid for the remaining unused portion of your subscription term. If InteroCloud terminates a Subscriber’s subscription due to a breach by the Subscriber, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term.

Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.

Legal Limits

Disclaimer. We want to provide great Services; however, there are certain things about the Services that we cannot promise. For example, InteroCloud cannot promise, and does not represent or warrant that:

• The Services will meet your specific needs or requirements;
• The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or
• Information provided through the Services will be accurate, timely, complete or reliable.

YOU UNDERSTAND AND AGREE THAT: (A) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY AND THAT USE OF THE SERVICES IS AT YOUR SOLE RISK; AND (B) INTEROCLOUD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR NON-INFRINGEMENT.

Other than in relation to any indemnification obligations under this Terms, InteroCloud will not be liable to the Subscriber, any user or other party, including Subscriber’s patients for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages and the maximum aggregate liability of InteroCloud for each and all claims (individually and together) under or relating to the Services or any breach in part of InteroCloud (whether an action is in contract or tort and regardless of the theory of liability) will not exceed an amount equal to 100% of the sees paid to InteroCloud preceding the claim.

The Subscriber or the user (depending on the case) will indemnify, defend and hold harmless InteroCloud, its officers, directors, employees, sub-licensees, customers and agents, against all damages, claims, liabilities, costs, losses, and expenses (including attorneys’ fees) arising out of or resulting from their alleged or actual breach of these Terms, intentional acts, wilful misconduct, negligence, failure to comply with applicable law, rule or regulation, disclosure of confidential or proprietary information, or breach of this Terms, including, without limitation, in relation to any claim deeming where the Services provided herein, or the use thereof, are used for infringing, misusing or misappropriating any IP Rights or violating any other rights of a third-party. Each party will provide prompt notice of any claims involving eachother or any of them when related to the other party or the Services. InteroCloud may participate in the defence of any claim at its own expense. The Subscriber will not settle any claim involving InteroCloud without its prior written consent.

Notices, Governing Law and Disputes

Notices. InteroCloud will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Account Owner. Account Owners may update their account information at any time by using their account settings. Any notice you are required or wish to provide to InteroCloud may be provided to the contacts shown below under Contact Us.

Governing Law. The Services are provided by InteroCloud Limited from its offices in Cork, Ireland. All matters relating to access to and use of the Services will be governed

Contact Us

If you have any questions regarding the Services or these Terms, please contact us at: office@interocloud.com or at the contact information shown below. We will make every effort to answer your questions.

InteroCloud Limited
First Floor, Penrose 1
Penrose Dock, Cork
T23 KW81, Ireland
+353 21 234 0088
Updated: April 1st, 2023