CliniCloud CliniCloud Store

 

Terms
of Service

CLINICLOUD,
INC. TERMS OF SERVICE

Date of last revision: 2015/12/31

Welcome to the CliniCloud, Inc. (“CliniCloud”) website
located at www.clinicloud.com
(the “Website”). CliniCloud offers a connected medical
kit designed for use in the home, which consists of a digital
stethoscope, a non-contact thermometer and a CliniCloud application
(the “Application”) that allows users to integrate the
recordings from the two devices and store them on users’ phones or
on a secure cloud server. Please read these Terms of Use (the
Terms”) and our Privacy Notice
(www.clinicloud.com/privacy) carefully because they set forth the
legally binding terms governing your access to and use of (1) the
Website; (2) the services, resources and functionality available
through the Application and Website (collectively, the “Services”);
and (3) CliniCloud’s digital stethoscope and non-contact
thermometer (each a “Device”). To make these Terms easier
to read the Website, Apps, Services and Devices are collectively
called the “CliniCloud Properties.” These Terms apply to all
access to or use of the CliniCloud Properties, regardless of your
level of participation.

  1. AGREEMENT TO THE TERMS

By accessing or using the CliniCloud Properties, you represent that
(1) you have read, understand and accept the Terms; (2) you are of
legal age to form a binding contract with CliniCloud; and (3) you
have the right, authority, and capacity to enter into these Terms (on
behalf of yourself or the entity that you represent). If you do not
agree with all of the provisions of these Terms, do not access and/or
use the CliniCloud Properties.

ARBITRATION
NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE
YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE
SPECIFIED IN SECTION 12 (DISPUTE RESOLUTION) BELOW, AND EXCEPT FOR
CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12, YOU AGREE THAT
DISPUTES BETWEEN YOU AND CLINICLOUD WILL BE RESOLVED BY BINDING,
INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY
JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

  1. CHANGES TO TERMS OR CLINICLOUD PROPERTIES

We may modify these Terms at any time, in our sole discretion. If we
do so, we’ll let you know either by posting the modified Terms on
the Website or Application, or through other communications. It’s
important that you review the Terms whenever we modify them because
if you continue to use the CliniCloud Properties after we have posted
modified Terms on the Website or Application, you are indicating to
us that you agree to be bound by the modified Terms. If you don’t
agree to be bound by the modified Terms, then you may not use the
CliniCloud Properties anymore. Because our services are evolving over
time we may change or discontinue all or any part of the CliniCloud
Properties (including any instructions, policies or guidelines
referenced herein), at any time and without notice, at our sole
discretion.

  1. REGISTRATION; TERM OF REGISTRATION

    1. Registration through the Application

If you want to use certain features of the CliniCloud Properties, you
must be a registered user with CliniCloud. You may register and
create an account (“Account”) through the Application.
It’s important that you provide us with accurate, complete and
up-to-date information for your Account and you agree to update such
information, as needed, to keep it accurate, complete and up-to-date.
If you don’t, we might have to suspend or terminate your Account.
You agree that you won’t disclose your Account password to anyone
and you’ll notify us immediately of any unauthorized use of your
Account. You’re responsible for all activities that occur under
your Account, whether or not you know about them.

    1. Term of Your Registration

The term of your registration will begin on the date you complete
your online registration form and, unless earlier terminated in
accordance with these Terms, will continue in perpetuity.
Notwithstanding the foregoing, your registration may automatically
expire following any period of inactivity associated with your
account in excess of twelve (12) consecutive months.

  1. INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS
    ON USE

    1. Content and Content Rights

For purposes of these Terms: (i) “Content” means text,
graphics, images, music, software, audio, video, works of authorship
of any kind, and information or other materials that are posted,
generated, provided or otherwise made available through the
CliniCloud Properties; and (ii) “User Content” means any
Content that Account holders (including you) provide to be made
available through the CliniCloud Properties. Content includes without
limitation User Content.

    1. Ownership

CliniCloud does not claim any ownership rights in any User Content
and nothing in these Terms will be deemed to restrict any rights that
you may have to use and exploit your User Content. Subject to the
foregoing, CliniCloud and its licensors exclusively own and will
retain ownership of all rights, title and interest in and to the
CliniCloud Properties and all Content displayed on the CliniCloud
Properties, including any intellectual property or other proprietary
rights comprising any of the foregoing (collectively, “CliniCloud
IP
”). You acknowledge that the CliniCloud IP are protected by
patent, copyright, trademark, and other laws of the United States and
foreign countries. You agree not to remove, alter or obscure any
copyright, trademark, service mark or other proprietary rights
notices incorporated in or accompanying the CliniCloud Properties.

    1. Rights in User Content Granted by You

By making any User Content available through CliniCloud Properties
you hereby grant to CliniCloud a non-exclusive, perpetual,
irrevocable, transferable, sublicensable, worldwide, royalty-free
license to use, copy, modify, create derivative works based upon,
publicly display, publicly perform and distribute your User Content
in connection with operating and providing the
CliniCloud Properties and Content to you and to other Account
holders. We may also create anonymized data and images from
your User Content, and such data and images will no longer be your
User Content. You waive any rights you may have regarding Your
User Content being altered or manipulated in any way that may be
objectionable to you.

You are solely responsible for all your User Content. You represent
and warrant that: (a) you own the User Content posted by you on or
through the Website or Application or otherwise have the right to
grant the license set forth in these Terms, (b) the posting and use
of your User Content on or through the CliniCloud Properties does not
(i) misappropriate or violate the privacy rights, publicity rights,
copyrights, contract rights, intellectual property rights, or any
other rights of any person, (ii) result in the violation of any
applicable law or regulation; and (iii) result in a breach of
contract between you and a third party. You agree to pay for all
royalties, fees, and any other monies owing any person by reason of
content you post on or through the Website or Application. You
also acknowledge and agree that Your User Content is non-confidential
and non-proprietary.

    1. Removal of User Content

CliniCloud reserves the right to refuse to accept, post, display, or
transmit any of your User Content in its sole discretion. CliniCloud
may review and remove your User Content at any time for any reason,
including for activity which, in its sole judgment: (i) violates
these Terms; (ii) violates applicable laws, rules, or regulations
(collectively, “Laws”); (iii) is abusive, disruptive,
offensive or illegal; or (iv) violates the rights of, or harms or
threatens the safety of, users of the CliniCloud Properties. You can
remove your User Content by specifically deleting it. However, in
certain instances, some of your User Content (such as posts or
comments you make or data that you have shared with a third party)
may not be completely removed and copies of your User Content may
continue to exist on the CliniCloud Properties. We are not
responsible or liable for the removal or deletion of (or the failure
to remove or delete) any of your User Content.

    1. Rights in Content Granted by CliniCloud

Subject to your compliance with these Terms, CliniCloud grants you a
limited, non-exclusive, non-transferable, non-sublicensable license
to download, view, copy, display and print the Content solely in
connection with your permitted use of the CliniCloud Properties and
solely for your personal and non-commercial purposes. You shall not
use the Application, the Website or any of the data presented on or
by the Application or Website, or otherwise hosted or stored by
CliniCloud, for any commercial purpose other than as expressly
permitted herein. This license is revocable at any time without
notice and with or without cause.

    1. Rights in Application Granted by CliniCloud

Subject to your compliance with these Terms, CliniCloud grants you a
limited non-exclusive, non-transferable, non-sublicensable license to
download and install the Application on any mobile device or computer
that you own or control and to run any such copy of the Application
solely for your own personal non-commercial purposes. You may not
copy the Application, except for making a reasonable number of copies
for backup or archival purposes. Except as expressly permitted in
these Terms, you may not: (i) copy, modify or create derivative
works based on the Application; (ii) distribute, transfer,
sublicense, lease, lend or rent the Application to any third party;
(iii) reverse engineer, decompile or disassemble the
Application; or (iv) make the functionality of the Application
available to multiple users through any means. CliniCloud reserves
all rights in and to the Application not expressly granted to you
under these Terms.

  1. COMPLIANCE

    1. Generally

You will use the Website and Application in strict compliance with
(1) these Terms; (2) any additional instructions, guidelines or
policies issued by CliniCloud, including those posted on the Website
or within the Application; and (3) all applicable Laws.

    1. Use Prohibitions

You agree to use the Website and Application only for their intended
purpose. You must use the Website and Application in compliance
with all privacy, data protection, intellectual property, and other
applicable Laws. You agree not to do any of the following:

      1. Attempt to interfere with, harm, reverse
        engineer, disassemble, decompile, decipher, steal from, or gain
        unauthorized access to the CliniCloud Properties, user accounts,
        or the technology and equipment supporting the foregoing;

      2. Access, tamper with, or use non-public
        areas of the CliniCloud Properties, CliniCloud’s computer
        systems, or the technical delivery systems of CliniCloud’s
        providers;

      3. Attempt to probe, scan or test the
        vulnerability of any CliniCloud system or network or breach any
        security or authentication measures;

      4. Avoid, bypass, remove, deactivate, impair,
        descramble or otherwise circumvent any technological measure
        implemented by CliniCloud or any of CliniCloud’s providers or
        any other third party (including another Account holder) to
        protect the CliniCloud Properties or Content;

      5. Use, display, mirror or frame the
        CliniCloud Properties or any individual element within the
        foregoing, CliniCloud’s name, any CliniCloud trademark, logo or
        other proprietary information, or the layout and design of any
        page or form contained on a page, without CliniCloud’s express
        written consent;

      6. Attempt to access or search the CliniCloud
        Properties or Content or download Content from the CliniCloud
        Properties through the use of any engine, software, tool, agent,
        device or mechanism (including spiders, robots, crawlers, data
        mining tools or the like) other than the software and/or search
        agents provided by CliniCloud or other generally available
        third-party web browsers;

      7. Post incomplete, false, or misleading
        information, impersonate another person, or misrepresent your
        affiliation with a person or entity;

      8. Disclose personal information about
        another person or harass, abuse, or post objectionable material;

      9. Use the CliniCloud Properties or Content,
        or any portion thereof, for any commercial purpose or for the
        benefit of any third party or in any manner not permitted by these
        Terms;

      10. Sell, transfer, or assign any of your
        rights to use the Website, Application or Services to a third
        party without our express written consent;

      11. Post advertising or marketing links or
        content, except as specifically allowed by these Terms;

      12. Use the CliniCloud Properties in an
        illegal way or to commit an illegal act in relation to the
        CliniCloud Properties or that otherwise results in fines,
        penalties, and other liability to CliniCloud or others;

      13. Interfere with, or attempt to interfere
        with, the access of any user, host or network, including, without
        limitation, sending a virus, overloading, flooding, spamming, or
        mail-bombing the CliniCloud Properties;

      14. Access the Website, Application or
        Services from a jurisdiction where it is illegal or unauthorized;
        or

      15. Encourage or enable any other individual
        to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the
CliniCloud Properties or to review or edit any Content, we have the
right to do so for the purpose of operating the CliniCloud
Properties, to ensure compliance with these Terms, and to comply with
applicable Law or other legal requirements. We reserve the right, but
are not obligated, to remove or disable access to any Content, at any
time and without notice, including, but not limited to, if we, at our
sole discretion, consider any Content to be objectionable or in
violation of these Terms. We have the right to investigate violations
of these Terms or conduct that affects the CliniCloud Properties. We
may also consult and cooperate with law enforcement authorities to
prosecute users who violate the Law.

  1. Third Party Services, Websites and Resources

    1. Links to Third Party Websites or Resources

The CliniCloud Properties may contain links to third-party
websites or resources . We provide these links only as a
convenience and are not responsible for the content, products
or services on or available from those websites or resources or
links displayed on such websites. You acknowledge sole responsibility
for and assume all risk arising from your use of any
third-party websites or resources.

    1. Third-Party Services

The CliniCloud Properties may enable you to communicate with, share
data with or import data from certain third-party services,
including, without limitation, telemedicine services (each, a
Third-Party Service”). If you decide to use such
Third-Party Services, the Third-Party Service may import, view and
interpret your data associated with the CliniCloud Properties and you
may export data hosted by the Third-Party Services into the
CliniCloud Properties. Any such imported data will be available to
you on the Website and/or within the Application. CliniCloud reserves
the right to change or discontinue any Third-Party Services
accessible via the CliniCloud Properties, in its sole discretion.

You acknowledge sole responsibility for and assume all risk arising
from your use of any Third-Party Service. You acknowledge that these
Terms and the CliniCloud Privacy Notice do not apply to any such
Third-Party Service. You are responsible for reading and
understanding the terms and conditions and privacy notice that
applies to your use of such Third-Party Service. Any data received
from a Third-Party Service is intended for informational purposes
only. CliniCloud and such Third-Party Service make no guarantees of
the accuracy or clinical significance of such data or any
interpretation of such data. It is your responsibility to
present such data received from the Third-Party Service to your
physician for proper analysis and diagnosis.

    1. Healthcare Providers

The CliniCloud Properties may enable you to communicate with or share
data with your healthcare provider (“Healthcare Provider”).
If you decide to do so, your Healthcare Provider may import, view and
interpret your data associated with the CliniCloud Properties. You
acknowledge sole responsibility for and assume all risk arising from
sharing data with your Healthcare Provider.

    1. Other Account Holders

The CliniCloud Properties may enable you to communicate with or share
data with other Account holders, such as family members. If you
decide to do so, such Account holders may import and view your data
associated with the CliniCloud Properties. You acknowledge sole
responsibility for and assume all risk arising from sharing data with
other Account holders.

    1. Use of Contractors

CliniCloud may engage a third party (including CliniCloud’s
affiliates) to perform, or support the performance of, all or any
portion of the CliniCloud Properties. Any engagement with any third
party will be conducted in accordance with the CliniCloud Privacy
Notice described in Section 7.

  1. PRIVACY NOTICE

Please refer to our Privacy Notice ( www.clinicloud.com/privacy )
for information on how we collect, use and disclose information from
our users. You acknowledge and agree that your use of the CliniCloud
Properties is subject to our Privacy Notice.

  1. SUSPENSION AND TERMINATION

    1. Suspension and Termination

We may terminate, suspend or limit your access to the CliniCloud
Properties, at our sole discretion, at any time and without notice to
you, including, without limitation, if we suspect that you are in
violation of, or reasonably likely to be in violation of, these Terms
or any additional instructions, guidelines or policies issued by us,
including those posted on the Website or in the Application. You may
cancel your Account at any time in accordance with the procedures
described on the Website or in the Application.

    1. Effect of Termination

Upon the expiration or earlier termination of your Account or rights
to use the Website, Application or Services, for any reason (i) You
will no longer be authorized to access or use the Website,
Application or Services; (ii) CliniCloud may delete any data
associated with you or your Account; and (iii) all rights and
obligations of the parties under these Terms shall expire, except
those rights and obligations under those sections specifically
designated in Section 8.3.

    1. Survival

Notwithstanding the expiration or earlier termination of your Account
or rights to use the Website, Application or Services, the following
provisions will survive: Sections 4 (Intellectual Property Rights;
Restrictions on Use); 6.1 (Links to Third Party Websites or
Resource); 6.2 (Third-Party Services); 6.3 (Healthcare Providers);
6.4 (Other Account Holders); 8.2 (Effect of Termination); 8.3
(Survival); 9 (Warranty Disclaimer); 10 (Indemnity); 11 (Liability);
12 (Dispute Resolution); 13 (General).

  1. WARRANTY DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE CLINICLOUD
PROPERTIES AND CONTENT IS AT YOUR SOLE RISK, AND THE FOREGOING ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, WE MAKE NO
REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFER NO OTHER
CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER. WITHOUT
LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF
MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR
PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT AND ANY WARRANTIES
ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no
warranty that the CliniCloud Properties will meet your requirements
or be available on an uninterrupted, secure, or error-free basis. We
make no warranty regarding the quality, accuracy, timeliness,
truthfulness, completeness or reliability of any Content .
You acknowledge and agree that there are risks inherent to
transmitting information over and storing information on the internet
and that we are not responsible for any losses of your data,
confidentiality or privacy in connection therewith.

IN ADDITION, YOU UNDERSTAND AND AGREE THAT WE DO NOT OFFER MEDICAL
ADVICE OR DIAGNOSES OR ENGAGE IN THE PRACTICE OF MEDICINE. THE
CLINICLOUD PROPERTIES ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE,
A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT
AND ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY. YOU SPECIFICALLY
ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY HEALTHCARE
OR RELATED DECISIONS MADE BY YOU OR YOUR HEALTHCARE PROFESSIONAL
BASED UPON DATA COLLECTED, TRANSMITTED OR DISPLAYED BY OR ON THE
CLINICLOUD PROPERTIES, WHETHER SUCH DATA IS ACCURATE OR INACCURATE.

  1. INDEMNITY

You will indemnify and hold harmless CliniCloud, its affiliates and
their respective current, future or former officers, directors,
partners, equity holders, employees, agents, contractors, and their
successor or assigns (collectively, the “CliniCloud Group”),
from and against any claims, disputes, demands,
liabilities, damages, losses, and costs and expenses, including,
without limitation, reasonable legal and accounting fees arising out
of or in any way connected with (i) your access to or use of the
CliniCloud Properties or Content, (ii) your
User Content, or (iii) your violation of these Terms or any
additional instructions, guidelines or policies issued by CliniCloud,
including those posted in the Application or on the Website .

  1. LIABILITY

    1. Limitation of Liability

NEITHER CLINICLOUD NOR ANY OTHER PARTY INVOLVED IN CREATING,
PRODUCING, OR DELIVERING THE CLINICLOUD PROPERTIES OR CONTENT WILL BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF LIFE OR HEALTH, LOSS OF USE, LOSS OF
SAVINGS OR REVENUE, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF
SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS
OR FROM THE USE OF OR INABILITY TO USE THE CLINICLOUD PROPERTIES OR
CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT CLINICLOUD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL CLINICLOUD’S TOTAL LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE
THE CLINILCOUD PROPERTIES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID
TO CLINICLOUD FOR USE OF THE CLINICLOUD PROPERTIES OR CONTENT OR ONE
HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS
TO CLINICLOUD, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLINICLOUD
AND YOU.

    1. Remedies

At its option, any member of the CliniCloud Group may seek all
remedies available to it under law and in equity, including
injunctive relief in the form of specific performance to enforce
these Terms, including any additional instructions, guidelines or
policies issued by CliniCloud, including those posted in the
Application or on the Website, and/or actions for damages.

    1. Claims

No action arising out of, in connection with, or relating to these
Terms or the subject of these Terms shall be brought by you more than
one (1) year after the accrual of the cause of action. This period
shall not be extended for any reason, except by the written consent
of both parties. All statutes or provisions of law which would toll
or otherwise affect the running of the period of limitation are
hereby waived, and no such statute or provision of law shall operate
to extend the period limited in this paragraph.

  1. DISPUTE RESOLUTION

    1. Governing Law

These Terms and any action related thereto will be governed by the
laws of the State of California without regard to its conflict of
laws provisions.

    1. Agreement to Arbitrate

You and CliniCloud agree that any dispute, claim or controversy
arising out of or relating to these Terms or the breach, termination,
enforcement, interpretation or validity thereof or the use of the
CliniCloud Properties or Content (collectively, “Disputes”)
will be settled by binding arbitration, except that each party
retains the right: (i) to bring an individual action in small claims
court and (ii) to seek injunctive or other equitable relief in a
court of competent jurisdiction to prevent the actual or threatened
infringement, misappropriation or violation of a party’s
copyrights, trademarks, trade secrets, patents or other intellectual
property rights (the action described in the foregoing clause (ii),
an “IP Protection Action”). Without limiting the preceding
sentence, you will also have the right to litigate any other Dispute
if you provide CliniCloud with written notice of your desire to do so
by email or regular mail at 350 Townsend #758, San Francisco,
CA 94107, USA, within thirty (30) days following the date you first
agree to these Terms (such notice, an “Arbitration Opt-out
Notice
”). If you don’t provide CliniCloud with an Arbitration
Opt-out Notice within the thirty (30) day period, you will be deemed
to have knowingly and intentionally waived your right to litigate any
Dispute except as expressly set forth in clauses (i) and (ii) above.
The exclusive jurisdiction and venue of any IP Protection Action or,
if you timely provide CliniCloud with an Arbitration Opt-out Notice,
will be the state and federal courts located in the Northern District
of California and each of the parties hereto waives any objection to
jurisdiction and venue in such courts. Unless you timely provide
CliniCloud with an Arbitration Opt-out Notice, you acknowledge and
agree that you and CliniCloud are each waiving the right to a trial
by jury or to participate as a plaintiff or class member in any
purported class action or representative proceeding.
Further,
unless both you and CliniCloud otherwise agree in writing, the
arbitrator may not consolidate more than one person’s claims, and may
not otherwise preside over any form of any class or representative
proceeding. If this specific paragraph is held unenforceable, then
the entirety of this Section 12 will be deemed void. Except as
provided in the preceding sentence, this Section 12 will survive any
termination of these Terms.

    1. Arbitration Rules

The arbitration will be administered by the American Arbitration
Association (“AAA”) in accordance with the Commercial
Arbitration Rules and the Supplementary Procedures for Consumer
Related Disputes (the “AAA Rules”) then in effect, except
as modified by this Section 12. (The AAA Rules are available at
www.adr.org/arb_med
or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act
will govern the interpretation and enforcement of this Section.

    1. Arbitration Process

A party who desires to initiate arbitration must provide the other
party with a written Demand for Arbitration as specified in the AAA
Rules. (The AAA provides a general Demand
for Arbitration
and a separate Demand
for Arbitration for California residents
.) The
arbitrator will be either a retired judge or an attorney licensed to
practice law and will be selected by the parties from the AAA’s
roster of arbitrators. If the parties are unable to agree upon an
arbitrator within seven (7) days of delivery of the Demand for
Arbitration, then the AAA will appoint the arbitrator in accordance
with the AAA Rules.

    1. Arbitration Location and Procedure

Unless you and CliniCloud otherwise agree, the arbitration will be
conducted in the county where you reside. If your claim does not
exceed $10,000, then the arbitration will be conducted solely on the
basis of the documents that you and CliniCloud submit to the
arbitrator, unless you request a hearing or the arbitrator determines
that a hearing is necessary. If your claim exceeds $10,000, your
right to a hearing will be determined by the AAA Rules. Subject to
the AAA Rules, the arbitrator will have the discretion to direct a
reasonable exchange of information by the parties, consistent with
the expedited nature of the arbitration.

    1. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified
in the AAA Rules. The arbitrator’s decision will include the
essential findings and conclusions upon which the arbitrator based
the award. Judgment on the arbitration award may be entered in any
court having jurisdiction thereof. The arbitrator’s award of
damages must be consistent with the terms of Section 11.1 (Limitation
of Liability) above as to the types and amounts of damages for which
a party may be held liable. The arbitrator may award declaratory or
injunctive relief only in favor of the claimant and only to the
extent necessary to provide relief warranted by the claimant’s
individual claim. If you prevail in arbitration you will be entitled
to an award of attorneys’ fees and expenses, to the extent provided
under applicable law. CliniCloud will not seek, and hereby waives all
rights it may have under applicable law to recover, attorneys’ fees
and expenses if it prevails in arbitration.

    1. Fees

Your responsibility to pay any AAA filing, administrative and
arbitrator fees will be solely as set forth in the AAA Rules.
However, if your claim for damages does not exceed $75,000,
CliniCloud will pay all such fees unless the arbitrator finds that
either the substance of your claim or the relief sought in your
Demand for Arbitration was frivolous or was brought for an improper
purpose (as measured by the standards set forth in Federal Rule of
Civil Procedure 11(b)).

    1. Changes

Notwithstanding the provisions of the Section 2 (Changes to Terms or
CliniCloud Properties) above, if CliniCloud changes this Section 12
after the date you first accepted these Terms (or accepted any
subsequent changes to these Terms), you may reject any such change by
sending us written notice (including by email to
support@clinicloud.com) within 30 days of the date such change became
effective, as indicated in the “Last Updated” date above or in
the date of CliniCloud’s email to you notifying you of such change.
By rejecting any change, you are agreeing that you will arbitrate any
Dispute between you and CliniCloud in accordance with the provisions
of this Section 12 as of the date you first accepted these Terms (or
accepted any subsequent changes to these Terms).

  1. GENERAL

    1. Entire Agreement, Amendments and
      Modifications

These Terms and any additional instructions, guidelines or policies
issued by CliniCloud, including those posted in the Application or on
the Website constitute the entire agreement of the parties with
regard to your use of the Application and the Website, and all
matters addressed herein, and all prior agreements, letters,
proposals, discussions and other documents regarding the Application
or the Website and the matters herein are superseded and merged into
these Terms.

    1. Force Majeure

CliniCloud will be excused from performance under these Terms for any
period that it is prevented from or delayed in performing any
obligations pursuant to these Terms, in whole or in part, as a result
of a Force Majeure Event. For purposes of this Section 13.2, “Force
Majeure Event
” means an event or series of events caused by or
resulting from any of the following: (1) weather conditions or other
elements of nature or acts of God; (2) acts of war, acts of
terrorism, insurrection, riots, civil disorders or rebellion; (3)
quarantines or embargoes, (4) labor strikes; (4) telecommunications,
network, computer, server or Internet downtime; (5) unauthorized
access to CliniCloud’s information technology systems by third
parties; or (6) other causes beyond the reasonable control of
CliniCloud.

    1. Severability

If any provision of these Terms shall be held to be invalid, illegal
or unenforceable (either by an arbitrator appointed pursuant to the
terms of the Section 12 (Dispute Resolution) above or by court of
competent jurisdiction, but only if you timely opt out of arbitration
by sending us an Arbitration Opt-out Notice in accordance with the
terms set forth above), the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby, and such provision shall be deemed to be restated to reflect
the Parties’ original intentions as nearly as possible in
accordance with applicable Law(s).

    1. Assignment

You may not assign these Terms (or any rights, benefits or
obligations hereunder) by operation of law or otherwise without the
prior written consent of CliniCloud, which may be withheld at
CliniCloud’s sole discretion. Any attempted assignment by you that
does not comply with the terms of this Section 13.4 shall be null and
void. CliniCloud may assign these Terms, in whole or in part, to any
third party in its sole discretion. Subject to the foregoing, these
Terms will bind and inure to the benefit of the parties, their
successors and permitted assigns.

    1. Notices

All notices from CliniCloud intended for receipt by you shall be
deemed delivered and effective when sent to the email address
provided by you during the registration process or when posted to and
made available to you on the Application or Website. If you change
the email address provided in connection with your registration to
access and use the Application, You must update your address in
accordance with the procedures set forth on the Website.

    1. Waiver

CliniCloud’s failure to enforce any right or provision of these
Terms will not be considered a waiver of such right or provision. The
waiver of any such right or provision will be effective only if in
writing and signed by a duly authorized representative of CliniCloud.
Except as expressly set forth in these Terms, the exercise by either
party of any of its remedies under these Terms will be without
prejudice to its other remedies under these Terms or otherwise.