Enterprise Hosted Terms

Enterprise Hosted Virtual Practice Agreement

Effective date: March 1st 2019

NeedStreet Web Technologies Private Limited (hereafter referred to as “NeedStreet”), develops and operates an online healthcare platform for healthcare service providers to manage their services and engage with their patients, hereafter referred to as the ‘ContinuousCare Platform Services’. “We”, “our” and “us” currently refers to NeedStreet in the terms defined below.

The ContinuousCare Platform Services supports the goal of continuous care for health by providing healthcare service providers with our Virtual Practice product (involving associated mobile and web applications and hereafter collectively referred to as the ‘Virtual Practice’) that enables them to be securely accessible to their patients, through web and mobile services enabling online consultations and remote patient monitoring. The Virtual Practice applications are intended only as tools, which help healthcare providers and their patients to collaborate in the healthcare of the patients, using communication, scheduling, administrative and data managing capabilities. The Virtual Practice also enables online presence management for better patient engagement.

This Enterprise Hosted Virtual Practice Agreement governs the setup and terms of use of a Virtual Practice installation as defined in Subscription Order on a dedicated cloud infrastructure account for you the customer, hereafter referred to as “you” or as “Customer”. If you do not agree to this Agreement and/or are not eligible or authorized to agree to this Agreement, then you may not purchase, setup or use a Virtual Practice installation on a dedicated cloud account and are not authorized to use any of the applications or services supported by NeedStreet’s ContinuousCare Platform.

The “Effective Date” of this Agreement is the date which is the earlier of (i) the date of the first Subscription Order referencing this Agreement (ii) the date of your initial access to or use of the Virtual Practice installation on a dedicated cloud infrastructure account. By confirming an order for a Virtual Practice installation and/or accessing such a Virtual Practice installation, you are agreeing to be bound by this Agreement.

This Agreement does not apply to the ContinuousCare cloud-based Virtual Practices, use of which is covered by the ContinuousCare Platform Terms of Use.

Use of the Hosted Virtual Practice Installation

Under this agreement, NeedStreet will install a production instance of the Virtual Practice product, on a cloud infrastructure account owned by the Customer, following the deployment and usage definition outlined in a Subscription Order of the associated Enterprise subscription plan. The deployment, maintenance and monitoring of this cloud infrastructure account and the Virtual Practice installation will be handled by NeedStreet, as defined in further in this agreement and associated Subscription Order. The license to use this Virtual Practice installation under the scope of use defined by the Enterprise Hosted Virtual Practice Subscription plan, is non-sublicensable, non-assignable and non-transferable and is meant solely for your own business purposes in accordance with this Agreement and cannot be used for the benefit of any third party other than Authorized Users of the Virtual Practice. You will not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or provide access to the Virtual Practice installation to a third party.

You will not use the Virtual Practice installation for analysis to build competitive products; distribute or publish information regarding the features and performance of the Virtual Practice product installation; nor assist or use any third party to do any of the above.

Customers

If a Virtual Practice installation is being set up by an individual healthcare service provider who is not formally affiliated with an organization, the Customer is the individual choosing to set up and use the Virtual Practice. If the Virtual Practice is being set up for an organization providing healthcare services by an authorized representative, the organization is the Customer.

Registering for and setting up a Virtual Practice (and all its integral apps) requires full acceptance of this agreement and all associated policies. By registering, you agree that:

You are:

A licensed healthcare provider with the necessary healthcare practice licence and legal approvals to provide healthcare services to patients that you will provide services to, through your Virtual Practice installation

and/or

An authorized representative of a licensed healthcare organization with the necessary healthcare practice licence and legal approvals to provide healthcare services to patients that you will provide services to, through your Virtual Practice installation.

and/or

An authorized representative of a registered company/business with necessary license and regulatory compliances to operate a telemedicine service using the services of licensed and registered medical practitioners.

As a Customer you agree that:

You shall not register and use NeedStreet’s Virtual Practice product (including associated web and mobile apps) and any other of the ContinuousCare Platform Services for any purpose other than providing services to authorized Patients Users seeking your services.
You take complete and sole responsibility in assigning authorized Team User accounts only to licensed healthcare providers and qualified healthcare support professionals in roles suitable to their area of responsibility; and you take complete responsibility in training your authorized Team Users in the correct usage of the application and its features to provide services to patients of your Virtual Practice
You are not impersonating any other person and are using your actual identity.
The information provided during the registration process is true, accurate, current and complete. You will be required to provide your full name, email address, mobile phone number, location, business name and address.
You are required to periodically review and update your registration data to ensure that it is always current and correct.
The user account created when registering for a Virtual Practice is considered as the Virtual Practice Primary Account and you are authorized to use it
You are responsible for ensuring that all Authorized Users in your Virtual Practice installation are aware of and bound by these Terms of Use.

Usage of the Virtual Practice installation and associated ContinuousCare Platform Services by Customers and their authorized Team Users and Patient Users are subject to acceptance of this agreement, which includes the Privacy Policy, Authorized User Terms, Acceptable Usage Policy and all conditions, policies and operating procedures that are referred to herein or which may otherwise be published by NeedStreet from time to time, on this website and in any of the ContinuousCare platform applications.

Authorized Users

Customers can create authorized user accounts for their team members who may be employees and/or associates (hereafter referred to as ‘Team Users’), to log in to and use their Virtual Practice through appropriate interfaces. The Primary User Account of a Customer’s Virtual Practice, created when the Virtual Practice is registered and setup also counts as a Team User account. All Team Users are directly bound by our Authorized User Terms.
Customers can also create authorized user accounts for their patients and/or healthcare service clients (hereafter referred to as ‘Patient Users’) to log in to and use their Virtual Practice through appropriate interfaces. Some Customers may choose to authorize self-registration of Patient Users in their Virtual Practice. All Patient Users are directly bound by our Authorized User Terms.

Customer Data

Authorized Users created by a Customer in their Virtual Practice may submit information and content through the web and mobile applications of the Virtual Practice, including data such as PHI (patient health information), healthcare services related data, communications and usage data, all of which qualifies as ‘Customer Data’ and is owned by the Customer.

By using your Virtual Practice and associated applications, your Patient Users understand that the healthcare providers in the Virtual Practice have access to view and update their healthcare data in the course of providing them with healthcare services. As a healthcare services provider you authorize the access of patient health data by your registered patients, such that they may view and update their own health data, except for specific areas that you choose not to make visible/accessible to them. Ownership of and responsibility for healthcare data of patients in a Virtual Practice rests with the Customer.

As owner and controller of the Customer Data, all Customer Data is covered by the Customer’s Privacy Policy.

Authorized User Terms

Patient Users and Team Users of a Customer’s Virtual Practice installation are created as Authorized Users of a Customer’s Virtual Practice installation. The Customer is directly registered with the NeedStreet ContinuousCare platform and is bound to enforce these Authorized User Terms of Use.

Customer shall have sole responsibility to:

ensure the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;
prevent unauthorized access to, or use of, the Virtual Practice instance, and notify NeedStreet promptly of any such unauthorized access or use of which Customer or any of its affiliates become aware;
ensure that a user login is only used by one person (a single login shared by multiple persons is not permitted);
maintain the security of its installation and users’ account names and passwords;
comply with Applicable Law with respect to Data and when using the Product/s.

Customer is responsible for all activities that occur in Customer’s Virtual Practice installation and account(s). The Customer is responsible for ensuring that all Authorized Users in their Virtual Practice are aware of and bound by these Authorized Terms of Use.

Authorized Users are aware that the Customer operating the Virtual Practice in which they are users has the right to remove and/or restrict their access to the system.
The Customer has complete control over the settings and configuration of the Virtual Practice and bears responsibility for how it is used.
Customer will inform Authorized Users (both Team Users and Patient Users) of all Customer terms and practices that are relevant to their use of the Virtual Practice and of any settings that may impact the processing of Customer Data.
All engagement between Team Users and Patient Users conducted through the Customer’s Virtual Practice are also governed by the Patient Terms of that Virtual Practice, which authorized Patient Users are required to consent to.
The Customer is also responsible for ensuring that processing of Customer Data in the Customer’s Virtual Practice is done as per necessary regulation and law. This also applies to the deletion and export of Customer Data.
The Customer is solely responsible for deciding which Team User accounts can be added to their Virtual Practice based on eligibility criteria defined by the Customer and to define the scope of healthcare and/or support services that they are allowed to provide to Patient Users through the Virtual Practice; and also to define their information access privileges.
All Authorized Users must of legal age necessary to operate a user account in the role intended by the Customer when authorizing the user to use their Virtual Practice. All Team Users, must also be of legal working age and possess the necessary licence and qualifications for their role
If there is perceived to be a violation of any terms of use by an Authorized User, the Customer reserves the right to deny or revoke the user’s access to the Virtual Practice, and is expected to notify NeedStreet in the event of any security violation.
NeedStreet does not provide any healthcare services for Patient Users of any Customer, nor is it liable in any way for healthcare services provided by Customers through their Virtual Practice to their authorized Patients Users.
All Customers and Authorized Users are bound by the Acceptable Usage Policy defined in this document.

Acceptable Usage Policy

This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Customers and Authorized Users in the Virtual Practices of our Customers. Any violation of the policy could result in the suspension or termination of a user’s access to the Virtual Practice installation and underlying Platform Services. This policy may change as the platform evolves, so please proactively look up updates to the policy.

The Customer is responsible for ensuring that all Authorized Users in their Virtual Practice are also aware of and bound by this Policy.

The username and password of Authorized Users are unique to each user, and each user agrees not to disclose or share their username and password to or with any third party. Users are responsible for keeping their password confidential and for notifying the Customer immediately if the user’s password has been hacked or stolen.
The Customer and Authorized Users agree that you will be solely responsible for any activities conducted on or through the Virtual Practice applications and Platform Services with the user’s account regardless of whether or not the user is the individual who undertakes such activities. This includes any unauthorized access and/or use of the user’s account or computer. The user hereby release and hold harmless NeedStreet from any and all claims and causes of action arising out of or resulting from a third party’s unauthorized use of the user’s account.
The use and access of the Virtual Practice, its apps and services, is entirely at the Customer’s own initiative and risk. The Customer and Authorized Users are solely responsible for compliance with local laws in your respective country with regard to the use of such services. NeedStreet does not claim that the ContinuousCare Platform Services are fully compliant for use within all the countries and territories from where it may be accessed.
From time to time, Customer may provide us with feedback on recommended changes and/or corrections to our platform and apps. Such recommendations are sometimes accepted if they fit in with our overall product roadmap. If a Customer provides such feedback, you warrant that it not include any person or entity’s proprietary information. You also fully agree that NeedStreet is not obliged to use or act on this feedback and even if does, it has full, royalty-free, perpetual, irrevocable, transferable and global license to use this feedback.
NeedStreet is constantly updating the ContinuousCare platform and apps in order to provide the best possible experience for its users. All users acknowledge and agree that the form and nature of the services provided by the platform may change from time to time, features may be added, improved or changed without prior notice as per the demands of changing technology, domain and the best interests of the users.
The Customer and the Authorized Users of its Virtual Practice, shall not use the ContinuousCare platform and its apps and services for any purposes other than those intended by NeedStreet and as determined by NeedStreet at its sole discretion.
The Customer and the Authorized Users of its Virtual Practice, shall not attempt to circumvent any security measure put in place for the Virtual Practice installation and underlying platform services nor attempt to gain unauthorized access to any services, user accounts, or computer systems or networks owned and/or controlled by NeedStreet, through hacking, password mining or any other means.
Authorized Users shall not upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers or other equipment.
Authorized Users shall not attempt to access, access or obtain information regarding any account other than the user’s own account, by any means whatsoever. Authorized Users may not use the Virtual Practice installation and its apps and services in any manner that could damage, disable, overload, or impair the servers or networks, or interfere with any other party’s use of the site and services.
Authorized Users may not use any robot, spider, scraper or other automated means to access the Virtual Practice installation or platform services for any purpose. Violation of this policy may result in termination of the user’s access to the site.
The Customer is responsible for the information that Authorized Users voluntarily post and agree to defend (at your sole expense), indemnify and hold NeedStreet harmless from any damages, losses, costs, or expenses which NeedStreet may incur as a result of information Authorized Users post.
Authorized Users are solely responsible for exporting and/or requesting the export of all their Data by the Customer before expiry or cancellation of their user account, should they choose to discontinue using it and/or should their account be terminated.
Authorized Users unconditionally agree to receive certain essential automated SMS, mobile and email notifications relevant to system events from the Virtual Practice installation, its apps and services to the mobile number and email address associated with the user account, irrespective of whether the user has subscribed to any Do-Not-Disturb (DND) services. The Customer is solely responsible for deciding the notifications applicable to the Virtual Practice installation.

API Usage Policy

You are authorized to use the ContinuousCare APIs only if you have a Virtual Practice subscription on a plan in which API support is available. If you are accessing and using the ContinuousCare API, you may only do so with the express authorization of the primary account owner for the applicable Virtual Practice, and only for the purposes of meeting the requirements of the Virtual Practice's authorized users. You must keep the API Credentials of your Virtual Practice and all login information for your Virtual Practice secure. You may not share the API Credentials with any third party, and you will not access the ContinuousCare API by any means other than the API Credentials generated specifically for your Virtual Practice, in accordance with the applicable terms of use.

You will not use a service provider in connection with using the ContinuousCare APIs for your Virtual Practice unless they sign an agreement with you to protect any data received from your Virtual Practice and keep the the data secure and confidential (under terms that are at least as protective as the ContinuousCare Terms) and to limit their use of your Virtual Practice data to being solely for the purpose of implementing the services that you require as Primary Account Owner of your Virtual Practice. You must ensure that any service provider complies with the ContinuousCare Terms and any other applicable terms and policies, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these Terms will be deemed to be a breach by you. If employing such service providers, you must be ready to identify them to NeedStreet on request.

Customer Responsibilities

In addition to the above general terms of acceptable use, the following responsibilities apply to all Customers and their Team Users.

The Customer is responsible for all the settings and configuration applied in the Virtual Practice, including management of user accounts, configuration of services and provision of those services and management of Customer Data, which is impacted by such configuration.
You are completely responsible for the Customer Data in your Virtual Practice including ensuring the usage practices by you and your Team Users in maintaining the privacy and confidentiality of your patients’ healthcare data in your Virtual Practice.
The Customer is solely responsible for the setup, payment, maintenance and security of their own app store accounts with Google Play and Apple iTunes, should they opt to publish their own custom mobile apps for their Virtual Practice. NeedStreet bears no responsibility for any change in app store policies that may impact the publishing of the Customer’s custom mobile application/s.
The Customer will comply with healthcare and data regulation rules applicable to healthcare providers and organizations in your country of business and locations of service. You are solely responsible for choosing to use the Virtual Practice and Platform Services after ascertaining that it meets the necessary regulatory compliance applicable to your operations.
You will not publish or distribute in any form, any patient healthcare information without their informed consent. NeedStreet is not liable for your handling of your own data and nor for any outcomes as a result of that.
The Customer will be responsible for all the activities in your Virtual Practice account and in the authorized Team User accounts of your employees and/or associates and Patient Users.
The ContinuousCare Platform serves only as a technology enabler for the online healthcare services that you choose to provide. Any disputes between you and the Patient Users of your Virtual Practice will be dealt with by you directly. NeedStreet has no obligation or liability to monitor services within your Virtual Practice installation.
NeedStreet takes no responsibility for healthcare and/or other information that may be published by healthcare providers in their own Virtual Practice. Healthcare providers are completely liable to ensure that such content is medically correct, original and that it causes no intended or unintended harm to its readers. NeedStreet takes no responsibility in having to review content published in Virtual Practices.

All Patient Users of a Virtual Practice of a Customer are to be made aware of the following by the Customer and Team Users and through Patient Terms defined in the Virtual Practice:

Patient Users of a Virtual Practice shall not use any service or information in the Customer’s Virtual Practice for any purposes other than managing their personal health information or that of their immediate family members (with due authorization) and/or to engage with healthcare providers in the Virtual Practice.
NeedStreet does not provide medical services of any kind and as a technology provider only enables engagement with healthcare providers through the Virtual Practice of the Customer, which you have opted to use.
NeedStreet does not recommend or endorse any healthcare providers or services of the Customer operating the Virtual Practice.
Patient Users’ access or use of the Customer’s Virtual Practice and/or any apps and services does not create in any way, a relationship that may be confidential or privileged or of any kind that would obligate NeedStreet, to fulfil any duties towards meeting their health needs.
Patient users are expected to avail of immediate professional medical attention in medical emergencies or critical care situations and not attempt to solely use the apps and services of the Customer’s Virtual Practice in such situations.
The accuracy, integrity and completeness of the personal health information that Patient Users enter or allow to be entered on their behalf is solely their responsibility, and NeedStreet assumes no liability for it. NeedStreet is also not liable for any use or misuse of patient health data by the Customer.
NeedStreet shall not be responsible for any undesirable outcomes in Patient engagement with the healthcare providers of the Customer’s Virtual Practice
NeedStreet shall not be responsible for any health, fitness or nutritional information that is published by the Customer through your Virtual Practice.
All such data in the Virtual Practice of their healthcare provider is owned by the Customer who is solely responsible for defining how that data is handled and/or made accessible to Patient Users in the Virtual Practice.
Patient users in a Virtual Practice should also expect to receive essential system notifications related to healthcare service events. Notification preference settings will be provided to allow turning off of non-essential/informative-only notifications.

Hosting & Infrastructure

The Virtual Practice application stack is designed to run on highly redundant cloud infrastructure, to ensure high availability, easy scalability with no or minimum interruptions. Every component in the application is designed keeping in mind importance of redundancy, high availability, security and disaster recovery. While this application stack will be deployed on the Customer’s cloud infrastructure account, NeedStreet bears no responsibility for the Customer’s usage of the cloud infrastructure service itself, nor for issues and/or limitations in such cloud infrastructure services.

During the setup phase, NeedStreet will support the Customer by helping to specify baseline infrastructure configuration options, suited to the requirements of the Virtual Practice application stack. Such a specification may also include minimal configuration options for the Customer’s reference. However the Customer is solely responsible for choosing a configuration that ensures that your cloud account infrastructure meets the hardware, software and any other applicable system requirements for the Virtual Practice application installation, in accordance with the Customer’s business requirements.

Infrastructure cost estimations associated with such configuration options are based on the specified/expected usage (or minimal usage when not specified). The actual operational costs can vary based on the usage requirements. The costs can also vary based on the data centre’s geographical locations where the cloud infrastructure servers are deployed. NeedStreet bears no responsibility for the actual infrastructure costs of the Customer’s cloud infrastructure.

During an active subscription, NeedStreet may also assist the Customer in scaling your cloud infrastructure in accordance with the needs of your business operations but projecting and planning the needs of your infrastructure, is solely the responsibility of the Customer.

The Customer is solely responsible for the setup of third-party services accounts required as inputs into the Virtual Practice setup process. The customer is also bound to provide all relevant inputs and execute setup steps required to be executed by the Customer, in a complete and timely manner, in accordance with the established setup schedule. Any delays on part of the Customer, will result in corresponding updates to the setup delivery schedule.

Product Updates & Maintenance Services

During an active subscription, NeedStreet will support the following maintenance services for the hosted Virtual Practice installation. Operational access to the cloud infrastructure is restricted to authorized members of NeedStreet’s Platform Operations team with individual logins only from a secured environment. Activities are logged and audit trails are maintained.

Web Application Updates

Product releases made on the core ContinuousCare cloud platform will also be deployed to the Customer’s cloud infrastructure account, making new features, fixes and mandatory environment compatibility updates available to the Customer’s Virtual Practice installation.

Updates requiring maintenance windows during which the Virtual Practice will not be available to its Authorized Users will be notified in advance to the Customer. Infrastructure without redundancy will necessitate downtime for all updates and is not recommended for production.
The installation of such updates are a mandatory part of the maintenance process and NeedStreet takes no responsibility should such an update be delayed or avoided by Customer request.

App Store Updates

Deployment of test and production updates of the Customer’s white-labelled mobile applications to the Google Play and Apple iTunes App Stores. Certain app updates will be provisioned as mandatory updates requiring all end users to update their installed app versions before continued use.

Ensuring continued access to the Customer’s App Store accounts by NeedStreet, in order to effect test and production updates is the responsibility of the Customer. NeedStreet bears no responsibility of consequences of such access being unavailable at any point.
The Customer is responsible for ensuring that the Terms and Privacy Policy applicable to the Customer’s mobile applications and their usage, are maintained and updated by the Customer and correctly specified in the App Store settings
Maintenance and updates of marketing content, including screenshots, descriptions are solely the responsibility of the Customer. The Customer is also responsible for monitoring and responding to their own user reviews (if any).
NeedStreet bears no responsibility in unavailability/downtime of the Apple iTunes and/or Google Play services and any subsequent impact that may have in submission of application updates. Nor is NeedStreet responsible for the App Store verification process duration and outcomes on either of these platforms, given the inconsistencies involved in these factors.

Infrastructure Maintenance & Monitoring

Maintenance and monitoring services provided by NeedStreet for your Virtual Practice installation on your cloud infrastructure and mobile app store accounts include the following:

Deployment of production web and server application updates to the cloud infrastructure. Such application updates are made after comprehensive planning, preparations and testing in development and staging environments which mirrors the Production environment. Deployments are as far as possible done without downtime except for major application and/or infrastructure updates. Major updates requiring downtime will as far as possible be planned and notified to the Customer at a minimum of 48 hours in advance.
Customers using configurations without in-built redundancy will have mandatory downtime for all updates. Such configurations are not recommended by NeedStreet.
Backup of all the Customer Data is kept in multiple physical locations with Highly Redundant storage. There is a well maintained and tested Disaster Recovery plan in case of any unexpected circumstances.
Monitoring of all core components, application parameters and logs are handled by the Platform Operations team. Alerts are raised for errors beyond set thresholds. The objective of monitoring services is to help ensure high availability of the Customer’s Virtual Practice installation, except during scheduled maintenance downtimes and the following scenarios which are beyond the control of NeedStreet:

Issues related to third-party services used by your Virtual Practice, (including the cloud infrastructure, communication services, media streaming services etc.).
Issues caused by external applications used in conjunction with or integrated with your Virtual Practice
External network issues between the Customer’s cloud infrastructure and the Authorized Users of the Virtual Practice
Intentional malicious attacks on the installation, that bypass all security measures that are in place.

Any issues affecting availability of the Virtual Practice installation will be dealt with on an emergency basis, with a response time not exceeding two hours from point of noting the issue. The restoration of availability in such cases is subject to the cause of the underlying issue, but all efforts will proceed continuously until the Virtual Practice service is restored. The following scenarios do not qualify as periods of unavailability:

Scheduled maintenance downtimes
Slowness with certain features or performance degradation
Failure by Authorized Users to access or use the applications due to issues with their network connectivity to the application services, issues with their devices or usage of incompatible browsers or operating systems.
Delays with uploading, sharing, or processing files
Issues with or unavailability of any integrated third party services
Issues with certain application functionalities

Helpdesk

Apart from the maintenance and monitoring services outlined in the sections above, NeedStreet will also make available to the Customer, product support through our standard support desk, which can be accessed at support@continuouscare.io. The helpdesk operates between 9am - 6pm IST on weekdays. All issues will be responded to within one business day.

A comprehensive online Help portal is available to the Customer to use, to understand the functioning and features of the Virtual Practice application interfaces. This help material may not be copied or cloned by the Customer.

It is important to note that training of the Customer and Authorized Users of the Customer’s Virtual Practice, is not a supported service under this Agreement.

Subscription and Payment

Subscriptions: All use of a Virtual Practice by a Customer and their Authorized Users are based on subscription to a relevant Virtual Practice Subscription Plan. A Subscription Plan defines the scope and level of usage of the Virtual Practice and its underlying Platform Services by the Customer and their Authorized Users.

The Customer can also optionally purchase and use add-on applications and services to their Virtual Practice Subscription. Though all optional add-ons require an active Virtual Practice subscription to function, the subscription period of add-on itself, is independent of the subscription period of the associated Virtual Practice subscription, and depends on when the add-on was purchased.

The Subscription Period will be indicated in the Subscription Order. During an active Subscription Period, you may increase your scope of use by placing a new Subscription Order, specifying the additional usage scope and charges. If your account is upgraded during a billing cycle the increased charges will be calculated on pro-rata basis.

Unless earlier terminated in accordance with this Agreement, all rights to use Virtual Practice will expire at the end of the applicable Subscription Period. Unless the Customer has opted to auto-renew the Subscription, any renewals must be mutually agreed upon in a Subscription Renewal Order. All renewals will be charged at the then-current rates.

Any unexpected changes in Google Play or Apple App Store policies that affect the ability to publish or maintain a custom-branded mobile app, in the customer's account, on behalf of the Customer will not entitle the Customer to a refund for the subscription charge associated with the custom mobile app. NeedStreet is not responsible for any limitations or restrictions imposed by these third-party platforms.

Downgrades: Downgrading a Hosted Virtual Practice account to a cloud-based Virtual Practice on the ContinuousCare platform is not supported. Customers who wish to transition to a cloud-based Virtual Practice must start a new Virtual Practice instance, as migration of data from a Hosted account to a Cloud account is not available. Downgrading from one Hosted plan to another can cause reduction in features or loss of access to content (through the applications) due to limited feature access. Needstreet will not be responsible for operational limitations due to downgrading of an account subscription.

Billing: All subscription fees, including those for billing cycles in progress, are non-refundable, irrespective of cancellations, terminations, or downgrades. Additionally, any charges for add-ons or other services are also non-refundable once billed. Late payments will result in suspension of service until payments are made.

There is currently no separate Setup Fee for the setup and delivery of the Customer’s Virtual Practice installation. Given the effort involved, the setup commences only upon payment of the Subscription Fee, which must be made in advance as per the chosen billing cycle.made.

Deactivation: Expired and/or cancelled Virtual Practice accounts on the Enterprise Hosted Virtual Practice plan will result in the deactivation of the Virtual Practice and the deletion of all application software components from the Customer’s cloud infrastructure and mobile App Store accounts. The Customer will retain all Customer Data on the Customer’s cloud infrastructure account on termination of the Virtual Practice subscription. Responsibility for managing the Customer Data, cloud infrastructure and all other third-party accounts will thereafter be the sole responsibility of the Customer. NeedStreet is not responsible for any loss or other consequences caused by deactivation and deletion of a Virtual Practice account.

Audits: Customer will maintain accurate records as to its use of the Virtual Practice product as authorized by this Agreement, for the Subscription Period and as per the scope of use allowed by the applicable Subscription Plan. Upon ten days written notice to Customer, NeedStreet may, at its own expense, audit the Virtual Practice installation and such records to verify Customer’s compliance with the terms of this Agreement. NeedStreet will bear all costs incurred for the audit, unless the audit reveals that the Customer has exceeded the allowed Scope of Use or otherwise violated the terms of this Agreement. The Customer will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt.

Tax: Unless otherwise stated, NeedStreet’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If NeedStreet has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides NeedStreet with a valid tax exemption certificate authorized by the appropriate taxing authority.

Resellers: If you order a Virtual Practice Subscription and any add-on services through a Reseller, then you are solely responsible for any access the by Reseller to your account. NeedStreet is bound to you only as per this Agreement and is not responsible for the terms and conditions in your applicable agreement with the Reseller. The Reseller is not authorized to modify this Agreement nor make any commitments on NeedStreet’s behalf.

If purchasing subscriptions through a Reseller, you will make payments directly to the Reseller, as agreed between you and the Reseller. The Reseller will place a Subscription Order on your behalf with NeedStreet and is expected to make the Subscription payment to NeedStreet. Failure to receive payment for the Subscription Order from the Reseller will lead to suspension or termination of your Virtual Practice account and access to all platform services. Refunds if applicable under the terms of this Agreement will be made to the Reseller, who will be solely responsible for refunding the relevant amount to you.

Third Party Services

NeedStreet is not responsible for the accuracy and reliability of health data ready from health sensors and devices that the ContinuousCare platform and apps may interface with. This includes direct device interfaces and also account interfaces of third-party services that you as the user might authorize the platform apps to interface with. Such interfaces are not indicative of any endorsement or recommendation by NeedStreet of those devices or services.
NeedStreet is also not responsible for the functioning and reliability of any third-party services that you may choose to interface with now or in the future (from among authorized third-party interfaces) to further the functionality of your Virtual Practice. Terms of use applicable to those services must be complied with, in addition to NeedStreet’s own Terms of Use.
NeedStreet’s provisioning of a custom mobile application for a Customer is solely limited to the development, maintenance and submission to the app store accounts (Google Play and/or Apple iTunes) of the Customer. NeedStreet is in no way responsible for the setup, payment, maintenance and security of the Customer’s own app store accounts beyond using it to submit application builds for review. The Customer is solely responsible for providing necessary organization verification inputs and documents to Apple and/or Google Pay as may be required by them. NeedStreet is also not liable for delays in app publishing caused by the app store review process. NeedStreet’s responsibilities during the review process are specifically limited to responding to any technical clarifications or technical defects that may be raised during the review process.
NeedStreet is not responsible for the policies, pricing and payments of third-party services (such as hosting, SMS, streaming, mobile application stores etc.) integrated with a Customer’s installation. It is solely the Customer’s responsibility to make timely payments to such third-party services and NeedStreet is not liable for non-functioning of any aspect of the Virtual Practice functionality nor its uptime, caused by non-availability of third-party services due to late payments towards such services or non-compliance with policies of the third party service.
NeedStreet’s ContinuousCare website and Platform Services may include links to other websites, possibly in content within the apps. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only. We do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these sites external to NeedStreet.
For customers using own email domains for sending of email notifications from their Virtual Practice, despite all relevant configuration of DNS, SPF, DKIM and DMarc settings, it can in rare cases be expected to observe some delay or potentially even initial delivery issues, due to the verification policies and algorithms of certain email services providers. This generally resolves after a certain level of usage, after which the emails are safely considered as non-spam. Beyond ensuring correct sending of email notifications, NeedStreet does not bear responsibility for the last point delivery of email notifications having no control over this external environment factor.
Delivery of SMS messages depend on last mile carrier networks (in the recipients location) and there may be instances where messages verified as delivered by SMS gateway services may be reported to not have been received by the end user recipient. NeedStreet is responsible for ensuring the correct sending of notifications and supports multiple notification channels. However NeedStreet does not responsibility for the last point delivery of SMS notifications having no control over that factor. Customers are required to opt to use/not use SMS notification channels in their Virtual Practice according to the needs of their users and the delivery performance observed for their user base. Customer is solely responsible for ensuring correct configuration and operations of your SMS gateway service account.
NeedStreet is not responsible for non-accessibility of the Customer’s Virtual Practice installation caused by wrong DNS settings made by the Customer.

Intellectual Property, Copyright and Trademarks

NeedStreet’s ContinuousCare platform services, applications and website, all content and information, visual designs and branding created by and for NeedStreet, and all intellectual property rights embodied therein, are the property of NeedStreet and are protected by trademarks, copyrights, patents, proprietary rights and IP laws. No ownership right to the Virtual Practice and platform services software or content is conveyed to the Customer when subscribing to and paying for a Virtual Practice subscription plan.

NeedStreet, ContinuousCare and the Virtual Practice are the trademarks of NeedStreet. NeedStreet does not grant and rights to copy, use, modify, reproduce, adapt, distribute or create derived works of any part of its ContinuousCare platform, apps, content, website and design. Any reproduction of the contents, in whole or in part, regardless of the procedure or the medium used, shall require the express prior written authorisation of NeedStreet.

Attempting to use or access the ContinuousCare platform, apps, services and website for any purposes other than intended as per these Terms of Use is prohibited. NeedStreet reserves the right at any time in its sole discretion to block and terminate users violating these terms, in addition to taking legal action where necessary.

You will not reproduce, modify, adapt or create derivative works of any part of the Virtual Practice and Platform Services Software; incorporate the Software into a product or service you provide to a third party; interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; copy, reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); remove or obscure any proprietary or other notices contained in the Software.

Limited Warranty

To the extent allowed by applicable law, implied warranties on the Software, NeedStreet software and services are provided without any warranty of any kind, and NeedStreet hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, quality, performance, accuracy, reliability, loss or corruption of data, business interruption or any other commercial damages or losses, arising out of or related to the software. NeedStreet makes no warranty that the services will be available and accessible uninterrupted or error-free or otherwise meet your expectations. This disclaimer of warranty constitutes an essential part of this agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability

THE USERS EXPRESSLY UNDERSTAND AND AGREE THAT NEEDSTREET AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NEEDSTREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

THE USE OR THE INABILITY TO USE THE SERVICE;
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
ANY CHANGES WHICH NEEDSTREET MAY MAKE TO THE SERVICES
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
ANY OTHER MATTER RELATING TO THE SERVICE.

THE LIMITATIONS ON NEEDSTREET’S LIABILITY TO THE USER SHALL APPLY WHETHER OR NOT NEEDSTREET HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NEEDSTREET, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN SERVICES PROVIDED BY NEEDSTREET; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT HAS CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMS OF SERVICE AND YOUR TERMINATION OF YOUR ACCOUNT.

Confidentiality

“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, without limitation, the terms and conditions of the Agreement (including pricing and other terms reflected in all Order Forms), the Data, business and marketing plans, technology and technical information, financial information, business strategies, practices, procedures, methodologies, know-how, product designs, and business processes. Confidential Information (except for Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; or (iv) is rightfully received from a third party not known by the Receiving Party to be subject to an obligation owed to the Disclosing Party.

The Receiving Party shall use practices consistent with generally accepted industry standards to protect the security of Confidential Information it receives from the Disclosing Party and to prevent the disclosure or use any such Confidential Information for any purpose other than to fulfill the purpose of the Agreement. Notwithstanding the foregoing: (a) the Receiving Party may disclose such Confidential Information to its employees and contractors, as well as those of its Affiliates, who have a need to know such information for purposes relating to the Agreement, and hereby certifies that prior to disclosure it will cause such employees and contractors to agree to be bound by terms and conditions of confidentiality substantially similar to those in this Agreement; and (b) each party may disclose the existence and terms of the Agreement: (i) in confidence, to a potential purchaser of or successor to any portion of such party’s business; (ii) to its attorneys, accountants and other advisors having a need to know the same; and (iii) if necessary to enforce its rights under the Agreement, provided that the Receiving Party uses reasonable efforts to limit such disclosure and to obtain confidential treatment of, or a protective order governing, the terms of the Agreement.

If the Receiving Party is requested to, or subject to a legal obligation to, disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with notice of the same as early as reasonably practical (if legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek immediate injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate. Customer acknowledges that NeedStreet is unable to guarantee absolute security of Data or Confidential Information and that NeedStreet has no liability to Customer for any unauthorized access or use of such Data or Information by a third party, or the corruption, deletion, destruction or loss of any such Data or Information.

Termination

This Agreement takes effect from the Effective Date as defined above, until it is terminated by you and/or NeedStreet as provided below.

Your subscriptions to the Virtual Practice and/or any of the platform services expires due a cancelled subscription and/or expiry of a subscription.
NeedStreet terminates your Virtual Practice and access to the ContinuousCare platform services due to breach of these Terms of Use by you and/or any Authorized Users of your Virtual Practice and associated Platform Services. Such termination may be with immediate effect.
NeedStreet reserves the right to modify and/or discontinue its services at any time, for any reason including but not limited to violation of this agreement. In cases where the cause is not due to violation of this agreement (Terms of Use), at least thirty (30) days prior notice will be provided.

On termination of your account, you will no longer be able to use your Virtual Practice account or any Platform Services of the platform. The same will apply to Authorized Users in your Virtual Practice. The Customer will retain all Customer Data on the Customer’s cloud infrastructure account on termination of the Virtual Practice subscription. Any obligations you may have prior to effective date of termination must be met. Any termination does not relieve the Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

In the case of terminations with cause, there will be no refund of subscription payments, for the period between date of termination and date of expiry of the current subscription. NeedStreet also retains the right to pursue any action to remedy breach of this Agreement.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all order forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its registration, billing and contact information current at all times by notifying NeedStreet of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

Jurisdiction and Governing Law

These terms shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles, and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts at Trivandrum, India. This Agreement and associated policies shall be admissible in all legal proceedings. Use of the Virtual Practice installation and ContinuousCare platform services is not authorized in any territory of jurisdiction that does not give effect to all provisions of this Agreement.

Release for Force Majeure

NeedStreet and its officers, directors, employees, agents, content providers, customers and suppliers shall be absolved from any claim of damages resulting from any cause(s) over which NeedStreet or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labour problems, wars, or governmental restrictions.

General Provisions

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter thereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter thereof. You may not assign or sub-license any of the rights and obligations under this Agreement without prior written consent of NeedStreet. Any notices in this regard need to be delivered in written format and acknowledged as received. NeedStreet may subcontract its responsibilities under this Agreement, without your consent to a third party considered by NeedStreet in good faith to be of equal standing and integrity provided that material provisions of this Agreement shall be reflected in any agreement entered into between NeedStreet and such third party. No partnership, joint venture, agency or employment relationship is created as a result of these Terms of Use, and neither party has any authority of any kind to bind the other in any respect. If, for any reason any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.

Updates

NeedStreet may change these Terms of Use (and any associated Policies) at any time, at its sole discretion, in whole or part. In the event of any material or substantial change in the terms and conditions NeedStreet may notify you by posting an announcement of the changes on its website, through its applications or by email. You are expected to periodically check these Terms of Use and associated policies for changes. By continuing to use the ContinuousCare Platform Services and it’s apps after any change to these Terms of Use, you acknowledge and accept the changes. The Terms of Use as they apply to you as a user, may not otherwise by amended.