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CLINICCARDS TERMS OF SERVICE

Version as of December 19, 2022


The Effective Date hereof shall be the first date when either the Client accepts these terms of services through the Website or the Client and Cliniccards enter into the Order Form (as defined in Section 3.1 hereof).

These Cliniccards Terms of Services (the “Agreement”), relevant Order Form (the “Order”) executed between the Client and Cliniccards and the Data Processing Agreement (either executed between the Client and Cliniccards in writing or accepted by the Client on the Website), and all links to material described herein constitute a single legal binding instrument and set forth terms and conditions under which the Client may access the platform located at https://cliniccards.com (the “Website”) and Cliniccards applications distributed through some application stores (the “Application”), order and benefit from the Subscription and other services (the “Services”, as described below) of “Cliniccards” LLC (“Cliniccards”).

The Client agrees to be bound by the terms hereof by (a) accepting this Agreement through the Account created by the Client on the Website; (b) signing the Order that incorporates this Agreement; (c) using the Services, or (d) opening or accessing the Website through any browser and from any device or accessing the Application (applied to the persons who do not create the Account). If a representative, an employee or agency of the Client enters into the Agreement on behalf of the Client, that person represents and warrants that (a) they are an authorized representative (a designated employee, an agency, or an assigned representative) of the Client to bind the Client to the Agreement, and (b) they agree to this Agreement on the Client’s behalf. Accordingly, the “Client” also comprises all the Client’s representatives, employees, and agencies engaged in exercising the Agreement and using the Services on the Client’s end.

  1. USE OF THE WEBSITE

    1. Only a legally capable person who has reached the age of 18 or the age of majority in their jurisdiction (whichever is greater) may access and use the Website and the Application. Once a person accesses the Website, any information materials thereon, or the Application, that person confirms and warrants that the person has full legal capacity and has reached the age of 18 or the age of majority in their jurisdiction (whichever is greater).
    2. In order to optimize the use of the Website and Application, we differentiate cases when a person accesses the Website/Application as a user and Client. To avoid any doubts:
      1. A user is a person, whether acting on their own behalf or representing an entity who accesses and uses the Website/Application as an average explorer of the Internet, with primarily informational purpose and without creation of the Account. A user may have access to the following functionality only: access the Website/Application with informational purposes, download the Application as allowed by relevant application stores, contact Cliniccards, apply for the account creation, and access legal documents posted on the Website;
      2. The Client is a person or entity, whether represented by themselves or another person or entity, who created the Account and orders or uses (whether now or in the past) the features of the Website, the Services (whether now or executed the relevant Order). The Client may log in and use (whether on the Website or in the Application) and manage their Account (on the Website only), employ features of the Website according to their type of the Subscription (Free or Pro, as defined in Section 3.3 hereof), apply for and use the additional Services, apply for Pro-Subscription trial, upgrade the Subscription, and perform other acts permitted by the Agreement;
      3. The Client does not lose the “user” status by being the Client; accordingly, all the terms applied to the user automatically apply to the Client if otherwise is not provided by the relevant Order or the Agreement.
  2. ACCOUNT

    1. In order to create an account, a person shall apply for an account via the Website. Neither reaching out to us nor filing an application for registration leads to automatic registration or obtaining the status of the Client, as well as Cliniccards’s obligation to perform Services. Cliniccards, at its sole discretion, decides where to approve the application on a case-by-case basis.
    2. Each user accepts the following registration rules:
      1. Cliniccards reserves the right to decline registration without giving any reason;
      2. When registering, a user is obliged to indicate only reliable data about their identity and not to use third-party data without the permission of those persons. The provision of inaccurate/false information during registration or use of the Website/Application may affect the quality of use of the Website, Application, and the Services and be a reason for refusing to register an account or its blocking;
      3. A user’s data as email address, telephone number, or other contact details shall be unique. This means that no user has ever used such data for registration;
      4. A user is obliged to keep up to date all the data specified by the user during registration or specified in the account while using the Website and Application. Each user is solely responsible and bears all the risks associated with the indication of incorrect or irrelevant data; During the registration, a user chooses a password for authorization. The password shall be secure and exclude third parties from accessing the user’s account. The user is solely responsible for the reliability of the password, its storage, and inaccessibility to third parties. Cliniccards bears no responsibility for the use of user’s credentials by any third party;
      5. All actions performed with a user’s account are deemed to be performed by that user;
      6. Cliniccards reserves the right to verify any data provided by the user when registering and using the Website, as well as a user’s identity.
    3. The user is solely responsible for preserving the details of access to the account, including the ways of backing up access to the account. Account credentials shall be reliable. Cliniccards does not have access to user’s access details, and we are not responsible for third parties’ access to such details.
  3. SUBSCRIPTION AND OTHER SERVICES

    1. The Services outlined hereby include the Subscription and all other related services that may be requested by the Client and provided to the Client in accordance herewith. The terms of the Services performance applicable to the Client is governed by this Agreement and the respective Order Form. The Order Form (Order) means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Client and Cliniccards, including any addenda and supplements thereto.
    2. The Website is a platform allowing the Clients to record and store information regarding interactions with the Client’s customers and streamline the Client’s business operations according to the Website functionality. Access to the Website is subscription-based. It means that the Client may use the features of the Website according to the combination of terms and conditions of an arrangement for providing and receiving the Services that determine the Client’s level of authorization to access and use the Website during the Subscription Term (the “Subscription”). The subscription term means a period of time during which Cliniccards will provide the Services to the Client, and the Client may enjoy the Subscription (the “Subscription Term”).
    3. There are several types of Subscription with different level of authorization to access and use the Website’s features:
      1. Free-Subscription. The Client is granted the Free-Subscription once the Client creates an account on the Website. The Client has access to the following features within the Free-Subscription: unlimited storage of images in minimal quality offered by the Website, unlimited storage of files up to 10MB each, sharing of the Client’s customers’ cards and information about separate treatment stages with other Clients. The Free-Subscription is provided free of charge until otherwise stipulated by the relevant Order. The start date for the Free-Subscription is the date when the Client created their account on the Website (the “Free-Subscription’s Start Date”);
      2. Pro-Subscription. Subject to the Client’s timely payment of all applicable Services Fees and compliance herewith, Cliniccards provides the Client with the Pro-Subscription allowing the Client to access and use the following features within the Pro -Subscription: unlimited storage of images in original quality, unlimited storage of files without size restriction, sharing of the Client’s customers’ cards and information about separate treatment stages with other Clients, ability to set up a clinic — a virtual place and restricted-access group of persons (other Clients with Free-Subscription) added by the Client. After setting up the clinic, the Client becomes able to schedule their customers’ visits, manage their invoices, create treatments/consulting plans for their customers, form the clinic reports, revenue and remuneration calculations, the clinic expenses, and use other features available on the Website. If the Client enjoys the Pro-Subscription, they may not early terminate the Subscription Term until it expires. Duration of the Subscription Term for the Pro-Subscription is set forth by the relevant Order. Until otherwise is outlined by the relevant Order, the Subscription Term is equated to 12 months following the start date — the calendar date when the Subscription Term starts. The start date for the Pro-Subscription is set forth by the relevant Order (the “Pro-Subscription’s Start Date”).
    4. The Subscription automatically starts on the Start Date (the Free-Subscription’s Start Date and Pro-Subscription’s Start Date, respectively), and it does not depend on any of the Client’s acts.
    5. If Client applies for a free trial of the Pro-Subscription, Cliniccards will make the applicable Subscription available to the Client on a trial basis free of charge up to for fourteen (14) days or until the earlier of (a) the end of the free trial period for which the Client applied, or (b) the Pro-Subscription’s Start Date, or (c) termination by Cliniccards in its sole discretion. The Client may enjoy the free trial just once. Any data the Client uploads onto the Website, and any customizations made to the Subscription by or for the Client, during the Client’s free trial will be permanently lost unless the Client purchases the Pro-Subscription or exports such data, before the end of the trial period. The Client cannot transfer data entered or customizations made during the free trial to the Free-Subscription; therefore, if the Client returns to the Free-Subscription, they must export the data before the end of the trial period or the Client’s data will be permanently lost.
    6. Subject to the Client’s timely payment of all applicable fees and compliance herewith, Cliniccards performs the Services throughout the whole period of the Subscription Term, which the Client may not early terminate (except for the Free-Subscription). All the time, after its expiration, the Subscription Term automatically renews for successive terms of the same duration if no Party notifies other Party about its decision not to prolong the Subscription Term at least thirty (30) days prior to the end date of the Subscription Term. Cliniccards has no obligation to notify the Client when the Subscription Term is running out. During the Pro-Subscription Term, the number of seats provided by the relevant Order may not be downgraded by the Client, but the Client is entitled to upgrade the seats package upon a written request any number of times. The seats mean a number of persons that the Client may add to the clinic created within the Pro-Subscription. If the other is not outlined by the relevant Order, the Pro-Subscription includes 5 seats by default.
    7. Cliniccards may provide the Client with other Services that the Client may request by the Order and pay separately. The Client shall not resell, allow the use, or otherwise make the Services available for third parties without prior written consent of Cliniccards.
    8. In order to avoid any doubts, the Parties acknowledge and recognize that:
      1. Cliniccards does not offer or provide any medical services, medical advice, or medical care, including any medical testing or evaluation, as well as it does not assist the Client or any third parties with such activity;
      2. Cliniccards does not provide therapy, or any procedures related to the physical activities, and do not advise on nutrition, weight loss, gaining weight or weight maintenance, as well as it does not assist the Client or any third parties with such activity;
      3. Cliniccards does not provide any legal, accounting, data mining, data analysis, etc. services;
      4. All the content placed on the Website and in the Application is purely of information nature, and placing any of such content shall not be considered as the professional medical, esthetical, legal, accounting, sports advice, any information available on the Website and in the Application is not personalized and shall not be considered as the individual recommendations or instructions for maintaining any actions;
      5. Neither a user, nor the Client shall rely on the available content when making legal, medical, etc. significant decisions;
      6. Cliniccards is not liable for your use of the Website and in the Application or the content contained there or your professional activity, advice that you provide, etc.;
      7. Cliniccards is not liable for resolving any claims, disputes, or other disputes with the Client’s customers or any other third parties arising from the Client’s use of the Services.
    9. Since some of the Services are dependent upon the Client’s compliance with the obligations as specified herein, the Client’s failure to fulfill the obligations hereunder or the ones reasonably requested by Cliniccards (the “Client’s Delay”) may prevent or postpone Cliniccards’s performance or result in the Cliniccards’s underperformance hereunder. All the time, if the Client’s Delay causes such results, Cliniccards shall not be deemed breaching its obligation under the Order or Agreement.
    10. Cliniccards reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. The Client agrees that Cliniccards shall not be liable to the Client or to any third party for any modification, suspension, or discontinuance of the Services.
  4. CLIENT’S CONTENT AND DATA PRIVACY

    1. During the enjoying the Subscription, the Client may upload images, photos, background images, trademarks, logos, company names, fonts, graphics, text, audio, video files, product feeds, documents, and other content in any media and format that the Client provides (the “Client’s Content”), that may also include personal information of the Client’s personnel, customers, visitors, etc. As between Cliniccards and the Client, all right, title, and interest in and to the Client’s Content belong to and are retained solely by the Client. The Client hereby grants to Cliniccards a limited, non-exclusive, royalty-free, fully-paid, and worldwide license to use the Client’s Content and perform all acts with respect to the Client’s Content as may be necessary for Cliniccards to improve and provide the Services to the clients, or as otherwise authorized by Client in writing. To the fullest extent permitted by law, Cliniccards disclaims all guarantees regarding the Client’s Content management and processing.
    2. Before the Start Date, the Client shall comply with all technical and personal data laws, including personal data collection notice, which may include:
      1. Implementing a consent mechanism as required under applicable privacy laws;
      2. Obtaining the relevant data subjects’ explicit and informed consent to process their data and transfer them to Cliniccards as your service provider located in Ukraine;
      3. Issuing, posting, or otherwise delivering an online privacy policy/notice/notification as required by applicable privacy laws;
      4. Follow all other legal requirements of laws applicable to the Client and the relevant data subjects.
    3. Cliniccards has implemented and will maintain and follow appropriate technical and organizational measures intended to protect information operated by Data Processing Agreement against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction. The Client will ensure that all information provided is current and accurate. In addition to the relevant terms of the Data Processing Agreement, the following conditions shall apply:
      1. All the time, Cliniccards acts as a processor toward the Client’s Content, and the Client acts as a data controller. To the extent Cliniccards processes the personal data on the Client’s behalf that is subject to the GDPR, and the parties have not executed a separate data processing agreement that complies with Article 28 of the GDPR, the terms of the Data Processing Agreement, located on the Cliniccards’s website are incorporated by reference herein and shall apply;
      2. If Cliniccards becomes aware of any unlawful access to any Client’s Content stored on Cliniccards’s equipment or in Cliniccards’s facility, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of the Client’s Content (the “Security Incident”), Cliniccards will notify the Client of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency) and take commercially reasonable steps to comply with its obligations under applicable privacy laws relating to responding to the Security Incident;
      3. Cliniccards’s obligation to report or respond to the Security Incident hereunder is not an acknowledgment by Cliniccards of any fault or liability with respect to the Security Incident. The Client shall notify Cliniccards without undue delay about any possible misuse of its accounts or authentication credentials or any security incident related to the Website/Application.
    4. To the extent Cliniccards receives personal data on the Client’s behalf that is subject to the applicable privacy laws, Cliniccards certifies that it understands and will comply with its obligations as a data processor (service provider, third party, etc.) under the applicable privacy laws; and shall not sell such personal data, or retain, use, or disclose such personal data other than for the specific business purpose of performing the Services for the Client as outlined hereunder or otherwise permitted by the applicable privacy laws. The Client is responsible for ensuring their compliance with the requirements of the applicable privacy laws in its use of the Services and Website/Application and its own processing of personal data.
    5. Since Cliniccards is not obliged to check admissibility of the Client’s Content, the Client shall all the time remain liable for such content and shall not upload, post, display, or transmit any of prohibited materials, including anything that interferes with or disrupts the Website/Application or their operation owing to its uploading or transmitting; statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others; unauthorized copyrighted materials or any other content that infringes on the intellectual property rights, trade secrets, or privacy of others; statements or material that violates other contractual or fiduciary rights, duties, or agreements; statements or material that is bigoted, hateful, or racially offensive; statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction; statements or material that constitutes anti-competitive collaboration and/or antitrust violations; statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person; obscenity, pornography, sexually explicit, political statements or material, statements or material relating to gambling, betting, etc.; statements or material that harms minors; statements or material that impersonates any other person or entity, whether actual or fictitious, including employees and representatives of Cliniccards or its affiliates; statements or material that misrepresents the Client’s affiliation with any entity or Cliniccards or its affiliates; anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal information; chain letters or pyramid schemes; statements or materials that are deceptive or misleading; statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials; statements or material that is “off-topic” for the initial request of the Client for the Services; files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website/Application; statements or material that does not comply with laws applicable to the Client, their customers, Cliniccards, international laws; and statements or material that does not comply with the Client’s industry codes of conduct or other legal documents (the “Prohibited Content”).
    6. For the sake of clarity, the Client represents and warrants that they have all rights and permissions necessary to display and distribute the Client’s Content. The Client is restricted from the use of the Prohibited Content. The Client additionally further represents and warrants that the Client’s Content:
      1. Is accurate and does not violate the Order and Agreement;
      2. Shall not cause injury to any person or entity, and that it does not violate any third party’s proprietary, statutory, or common law rights;
      3. Complies (including the way in what the Client’s Content is processed by the Client) with all applicable laws and regulations; and
      4. Does not infringe, misappropriate, or otherwise violate any copyright, patent, trademark, service mark, trade secret, or other intellectual property rights of any third party; does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
    7. Cliniccards reserves the right to remove and reject any of the Client’s Content in connection with the Client’s failure to timely pay any Services Fees and amounts (if any) hereunder or for violation of the Order or Agreement.
  5. FINANCIAL TERMS

    1. The Free-Subscription provides to the Client free of charge. Other Services, including the Pro-Subscription, are provided by Cliniccards in consideration of the Services Fee payable in advance in accordance with the relevant Order. The Services Fee includes the Pro-Subscription Fee (as set forth in the relevant Order) and other fees payable hereunder and under the relevant Order (if any).
    2. The Pro-Subscription Fee depends on the number of the seats assigned to the Client’s account and shall be paid by the Client in the amount and at the rates specified in the applicable Order (if applicable), or if no rate or amount is specified, at Cliniccards’s then-current rates and in accordance with the invoicing and payment terms set forth herein. All the time and subject to additional payment, the Client may upgrade the number of the seats assigned to the Client’s account. The additional seats shall be fully prepaid up to the end of the Subscription Term, including the months where the Client requested the upgrade. The Pro-Subscription Fee does not include any fees for other Services that may be performed by the Clients request until otherwise is stated in the relevant Order.
    3. The Services shall be fully prepaid no later than fourteen (14) calendar days following the start of the Pro-Subscription, the relevant period of the Pro-Subscription, or the Services performance. If otherwise is not outlined in the relevant Order, the Services Fee shall be annually prepaid.
    4. No Services Fees and other amounts payable hereunder are refundable as otherwise provided hereby. It also means that there are no refunds offered, including but not limited to, if the Client does not use or partially use the Services, including does not use the Subscription or any feature of the Website available in accordance with the Subscription (for whatsoever reason), does not access the Website or access in a limited manner (regardless the reason), does not use the Website’s feature or use them partially, or otherwise benefit from the Subscription, Website, or any of the Website’s feature; for the Subscription Term cancellation during the Subscription Term (if it is provided by the relevant Order), either on a prorated basis or otherwise; if the Services Fees paid by the Client are unused during the relevant period and/or the Subscription Terms; no unused Services Fees and other paid amounts (if any) may be transferred to the following or any other period of the Subscription and/or the Services performance.
    5. Since Cliniccards has a clear no-refunds policy and the Client agreed to the terms of the Agreement, Cliniccards will not permit any actual or threatened chargebacks from the Client or its banks or credit card companies. In the event Cliniccards receives a chargeback threat or a chargeback is placed on a Client’s payment, Cliniccards may share the Client's data, including but not limited to, Client’s name, email, Start Date, paid amounts, billing address, a description of the incident, as well as other details of a transaction to applicable banks, creditors, and credit bureaus, as well as to any other entities in Cliniccards’s sole discretion, to ensure the incident is included in appropriate databases and delinquent account listings.
    6. The Client is entitled to appoint a third party to process the payments hereunder with the following notification sent to Cliniccards. If the monies are received by Cliniccards from such third party, preliminary specified by the Client, a relevant payment obligation of the Client hereunder shall be considered properly fulfilled.
    7. If the Client owes Cliniccards any unpaid Services Fees or amounts, Cliniccards may suspend the Client’s access to the Services without prior notice until monies are paid in full. The suspension does not relieve the Client from its obligation to pay the Services Fees even though the Client may not use the Services. The Subscription will not be paused for the period of such suspension and shall be paid in full.
    8. All respective fees, commissions, and deductions associated with the transfer of the amounts stated herein or in relation hereto, including, without limitation, fees and disbursements of financial institutions, including banks, payment systems, etc. (the “Commission Fee”), shall be paid by the Client. To avoid any doubts, no fees and amount payable to Cliniccards hereunder shall be reduced by the Commission Fee.
    9. If the Client may conduct payment with a credit or any other type of banking card, and the Clients chooses to do so:
      1. In some cases, a due payment may be increased by the credit card charge as specified by the Order. Thus, the Client hereby consents that Cliniccards shall add the relevant adjustments to invoices to be issued for the Client;
      2. The Client may schedule payments to be automatically initiated in a fixed amount according to the Subscription Terms and billing terms outlined in the relevant Order (the “Recurring Payment”). The Recurring Payment shall be automatically charged from your banking card by the method you have chosen at the recurring intervals chosen by you until the Subscription expires or is terminated in accordance hereof. By authorizing the Recurring Payment, you are authorizing Cliniccards to process such payments as charges to your designated account (in the case of credit card or similar payments). For the sake of clarity, the Client acknowledges and represents that it understands that: (i) the Recurring Payment is an automatic payment to be charged by a relevant payment system in the favour of Cliniccards as payment for the Services; (ii) once charged, such a payment is not refundable; and (iii) the Client may change the way of payment from Recurring Payment to payment of invoices by sending the request to Cliniccards. The Pro-Subscription is subject to automatic renewals and the Client consents to and accepts responsibility for all the Recurring Payment to its banking card based on this automatic renewal feature without further authorization from the Client and without further notice except as required by law;
      3. If Cliniccards (its respective finance service institution) fails to charge the Client’s banking card for a reason of lack of money there, it’s invalidity, or any other reason, Cliniccards will issue a wire transfer invoice that the Client agrees to pay following five (5) calendar days following the receipt of the invoice. For this period (until the Invoice is fully paid), the Client retains access to the Website, but it may not be able to use the Website’s feature. The Subscription will not be paused for the period when Cliniccards waits for the Client’s payment and shall be paid in full.
    10. Without limiting Cliniccards’s remedies, Cliniccards may charge interest on the overdue Services Fees and amounts (if any) from the due date up to the date of actual payment at a monthly rate of 1.5% or the highest rate permitted by applicable law, whichever is less. The Client shall reimburse Cliniccards for expenses and recovery costs incurred in collecting any past due Services Fees and other amounts (if any), including reasonable attorneys’ fees and costs of collection. Any claims or disputes relating to the Services Fees and other amounts (if any) hereunder shall be sent to Cliniccards in writing within thirty (30) days of the billing date or will be waived by the Client.
  6. INTELLECTUAL PROPERTY TERMS

    1. Since the Services include the Subscription to the Website as a place where the Client is entitled to upload the Client’s Content, the following terms shall apply unless otherwise agreed in the relevant Order:
      1. The Client may employ the Website and Application in accordance with the scope of the license granted to the Client. Accordingly, as a portion of the Services and subject to the Client’s timely payment of the Services Fee, Cliniccards grants to the Client, its authorized employees, agents, and independent contractors (engaged into the exercising the Agreement and using the Services on the Client’s end) a personal, non-exclusive, non-assignable, non-sublicensable, non-transferable, limited by means of use license to access and use the Website during the Subscription Term and solely for the Client’s business operations in the manner permitted by the Agreement, and subject to the use restrictions described herein. Any other use of the Website, Application, and Services by the Client or any person/entity is strictly forbidden and is a violation of the Agreement unless otherwise directly agreed by the Parties;
      2. Cliniccards, its licensors (if any) own all right, title, and interest in and to the Website and Application (including any and all intellectual property rights therein and thereto), and the Client agrees not to take any action inconsistent with such ownership interests;
      3. All access credentials (password and log-in details provided to, or created by, the Client) shall only be used by and for the Client and shall not be shared with any person or entity other than the Client’s employees and contractors who are authorized by the Client to access the account and the Website and use the Services on Client’s behalf, and have agreed to comply herewith;
      4. Cliniccards shall not be liable for any loss that the Client may incur due to someone else using the Client’s credentials, either with or without the Client’s knowledge;
      5. The Website, Application, and their content, including the information materials, their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. Users are not allowed to use any of the informational materials or the Website or Application “look and feel” outside of the Website and Application;
      6. The Cliniccards name, Cliniccards terms, and all related names, logos, product and service names, designs, and slogans are business names of Cliniccards or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services or Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us;
      7. Users shall not recreate, duplicate, copy, sell or resell, as well as use for commercial purposes the Website, Application, and any information materials posted on the Website/Application unless Cliniccards gives a user the written permission or otherwise is provided by the Agreement.
    2. Users acknowledge the circumstances and undertake to adhere to the following restrictions:
      1. When using the Website or Application, the user shall not use any mechanisms, software, or scripts that directly or indirectly interact with the Website and Application, and access to which was not provided to the user in accordance with the Agreement or our direct permission;
      2. The user shall not infringe on the electronic integrity of, duplicate, decompile, reverse engineer, disassemble or decode the Website and Application, try to overcome the protection of the Website and Application in any way, and distribute malicious software that can harm us, the Website and Application or other users, or attempt to do any of the same;
      3. The user shall not use the Website and Application in any manner that could disable, overburden, damage, disrupt or impair the Website and Application or interfere with any other party’s use of the Website and Application or use any device, software, or routine that causes the same;
      4. The user shall not share any information, including messages, elements of the Website, Application, or the information materials, both on our behalf and on his own behalf;
      5. The user shall not in any way share any information obtained on the Website and Application, except through the relevant mechanisms of the Website and Application;
      6. The user shall not create any technical obstacles in the functioning of the Website and Application or duplicate the actions of the Website and Application in any way;
      7. The user shall not download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website and Application or any their portions;
      8. The user shall not use any robot, spider, crawlers, or other automatic devices, process, software, or queries those intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Website and Application, or engage in any manual process to do the same;
      9. The user shall not use the Website and Application for illegal, harassing, unethical, or disruptive purposes; and
      10. The user shall not violate any applicable law or regulation in connection with the user’s use of the Website and Application.
    3. Cliniccards welcomes feedback, comments, and suggestions for improvements to the Website, Application, and Services (the “Feedback”). The user acknowledges and expressly agrees that any contribution of Feedback does not and shall not specially give or grant the user any right, title, or interest in the Website, Application, Services, or in any such Feedback. All Feedback becomes the sole and exclusive property of Cliniccards, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to the user and without retention by the user of any proprietary or other right or claim. The user hereby assigns to Cliniccards any and all right, title, and interest (including, but not limited to, any copyright, trade secret, know-how, moral rights, and any and all other intellectual property rights to the maximum extent permitted by applicable law) that the user may have in and to any and all Feedback.
  7. CONFIDENTIALITY

    1. The “Confidential Information” means information disclosed hereunder that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Cliniccards’s Confidential Information includes the terms and conditions of this Agreement and Order, any technical or performance information about the Service and the Website. The confidentiality obligations hereunder shall be in place during the term of the Agreement and two (2) years thereafter.
    2. As the receiving party, each party shall hold in confidence and not disclose the Confidential Information to third parties except as permitted herein; and use the Confidential Information only to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose the Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Article 7 and they are bound to confidentiality obligations no less protective than under this article. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
    3. These confidentiality obligations do not apply to information that the receiving party can document: is or becomes public knowledge through no fault of the receiving party; it rightfully knew or possessed prior to receipt under this Agreement; it rightfully received from a third party without breach of confidentiality obligations; or It independently developed without using the disclosing party’s Confidential Information.
    4. Unauthorized use or disclosure of the Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach hereof. Nothing herein shall preclude Cliniccards from enforcing any other legal or equitable remedies it may have upon Client’s breach of this article, including injunctive relief. Such other remedies may be enforced as additional protection measures.
  8. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

    1. EACH PARTY REPRESENTS, WARRANTS, AND COVENANTS THAT:
      1. IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THE ORDER, AGREEMENT, AND THEIR INTEGRAL PARTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER;
      2. ITS ACCEPTANCE OF AND PERFORMANCE UNDER THE ORDER AND AGREEMENT WILL NOT BREACH ANY AGREEMENT WITH ANY THIRD PARTY, OR ANY OBLIGATION OWED BY IT TO ANY THIRD PARTY; AND
      3. ITS PERFORMANCE OF THE ORDER OR AGREEMENT SHALL ALSO CONSTITUTE ITS FULL ACCEPTANCE TO BE BOUND BY THEIR TERMS;
      4. ITS ACCEPTANCE OF THE ORDER AND THIS AGREEMENT ON BEHALF OF A BUSINESS/OTHER LEGAL ENTITY/AFFILIATE OR GROUP COMPANY PROVES THAT IT IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS/ENTITY TO THE ORDER AND THIS AGREEMENT;
      5. THE SERVICES ARE DEPENDENT UPON THE CLIENT’S COMPLIANCE WITH THE OBLIGATIONS AS SPECIFIED IN THE AGREEMENT AND ORDER.
    2. THE CLIENT REPRESENTS THAT:
      1. IT IS ELIGIBLE TO BIND ITSELF (ITS COMPANY) BY OBLIGATIONS AS WELL AS ENJOY BENEFITS FROM SUBSCRIPTION AS OUTLINED HEREIN WITHOUT THE NEED FOR ANY CONSENTS, APPROVALS, OR IMMUNITIES NOT YET OBTAINED;
      2. IT SHALL BE RESPONSIBLE FOR ITS EMPLOYEES’, REPRESENTATIVES’, AND CONTRACTORS’ (ENGAGED INTO THE SERVICES USE) COMPLIANCE WITH THE ORDER, AGREEMENT, AND TERMS (INCLUDING CONTRACTUAL USAGE LIMITATIONS);
      3. IT SHALL BE RESPONSIBLE FOR THE ACCURACY, QUALITY, AND LEGALITY OF THE CLIENT’S CONTENT, HOW THE CLIENT ACQUIRED THE CLIENT’S CONTENT, ITS USE OF CLIENT’S CONTENT WITH THE SERVICES, AND PROVIDING ANY REQUIRED NOTICES TO, AND RECEIVING ANY REQUIRED CONSENTS AND AUTHORIZATIONS FROM, PERSONS WHOSE PERSONAL DATA MAY BE INCLUDED IN CLIENT’S CONTENT;
      4. IT SHALL USE THE BEST EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, AND PROMPTLY NOTIFY CLINICCARDS OF ANY SUCH UNAUTHORIZED USE OR ACCESS; AND
      5. IT SHALL ENSURE THAT THE USE OF THE WEBSITE/APPLICATION IS ONLY IN ACCORDANCE WITH THE AGREEMENT AND ALL APPLICABLE LAWS AND GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION APPLICABLE PRIVACY LAWS;
      6. ITS COLLECTION, TRANSFER, USE, AND DISCLOSURE OF ALL DATA UNDER THIS AGREEMENT WILL NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY (INCLUDING ANY OF PROSPECTS), APPLICABLE LAW, OR ANY STATEMENTS IN THE CLIENT’S ONLINE PRIVACY NOTICE.
    3. THE WARRANTIES GIVEN IN THIS ARTICLE 8 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    4. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. CLINICCARDS AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT:
      1. THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
      2. ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
      3. THE RESULTS OF USING THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS. THE CLIENT’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.
    5. CLINICCARDS WILL HAVE NO LIABILITY TO THE CLIENT IN CONNECTION WITH:
      1. CLIENT’S FAILURE TO PROVIDE NOTICES TO, OR OBTAIN CONSENTS FROM, ITS END USERS REGARDING ITS PRIVACY PRACTICES OR THE SERVICES DESCRIBED HEREIN WHICH ARE REQUIRED BY APPLICABLE LAW;
      2. CLIENT’S COLLECTION, USE, OR DISCLOSURE OF DATA AS CONTEMPLATED IN THIS AGREEMENT; OR
      3. DATA SECURITY OR DATA USE IF CLINICCARDS ACTS IN ACCORDANCE WITH THE CLIENT’S INSTRUCTIONS.
    6. CLINICCARDS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF CLINICCARDS IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
    7. UNDER NO CIRCUMSTANCES WILL CLINICCARDS’S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND ALL OTHER LEGAL INSTRUMENTS EXCEED THE TOTAL AMOUNT OF THE TOTAL SUBSCRIPTION FEE PAID BY THE CLIENT TO CLINICCARDS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
    8. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.
  9. INDEMNITY

    1. The Client shall defend, indemnify, and hold harmless Cliniccards and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third party arising out of:
      1. The Client’s use of the Services;
      2. The Client’s breach of the Agreement;
      3. The Client’s infringement, misappropriation, or violation of applicable law or any third-party rights (including intellectual property, property, privacy, or publicity rights); and
      4. The Client’s Content or any other data provided by the Client in connection with the Services.
    2. Cliniccards shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs from any claim or demand by a third party arising out of:
      1. Cliniccards’s breach of the Agreement;
      2. Third-party copyright claims caused by the Client’s use of the Website/Application in accordance herewith.
    3. The indemnified Party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that:
      1. Any settlement requiring the indemnified Party to admit liability or pay any amount (not covered by the indemnifying party) requires the prior written consent of the indemnified Party, not to be unreasonably withheld or delayed; and
      2. The indemnified party may join in the defense with its own counsel at its own expense.
  10. TERM AND TERMINATION

    1. This Agreement will remain in full force and effect while the Client uses the Services but not less than to the expiration date of the Subscription Term. The Pro-Subscription Terms may not be early terminated by the Client.
    2. Cliniccards may suspend or terminate the Client’s access to or use of the Services, Website/Application and terminate the Client’s account for the Client’s breach of this Agreement or if Cliniccards believes that the Client is competing with Cliniccards or abusing/disparaging Cliniccards, its business reputation and/or our Services in any way or Cliniccards has reasonable suspicions that the cooperation with the Client may cause business reputation losses. The Client acknowledges and agrees that once Cliniccards deletes the Client’s account, all the Client’s Content as well as data on the Services may be deleted or lost and may not be recoverable. In case of suspension/termination, no paid Services Fees and other amounts (if any) hereunder are refundable.
    3. Articles 4, 7, 8-9, and 11 hereof shall survive termination or expiration of the Agreement.
    4. Expiration of the Agreement, Order, or the Subscription Term leads to termination of access to the features of the Website. Nevertheless, the Client may use the Website as the user then. Moreover, the Client does not lose access to the account and the data stored therein (except for data that cannot be transferred to the Free Subscription).
    5. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
  11. DISPUTE RESOLUTION PROCEDURE

    1. Cliniccards and the Client shall take all measures to resolve all disputes, which may arise from or in connection with this Agreement by means of negotiations. If the they fail to agree in negotiations within fifteen (15) calendar days following the date of the dispute’s start, the dispute shall be considered and settled in accordance with the following:
      1. The dispute must be referred to the Court of Arbitration at the Polish Chamber of Commerce;
      2. The dispute will be considered in accordance with the Rules of Procedure of the Court by one (1) arbitrator;
      3. The substantive law that governs this Agreement and Order and is applicable to litigation is the law of England and Wales;
      4. The language to be used in the arbitral proceedings shall be English language;
      5. The place of the arbitration shall be the city of Warsaw, Poland;
      6. The arbitration award is recognized as binding on both parties to the dispute;
      7. Each Party shall pay the fees of its own attorneys, the expenses of its witnesses, any record or transcripts of the arbitration, administrative fees and all other expenses related to arbitration before the decision awarding;
      8. The Client hereby unconditionally accepts personal jurisdiction in such court and waives any other protection.
    2. In the event that any part or portion of the Agreement is found to be, or otherwise is, illegal, void, or unenforceable, this Article 11 hereof shall constitute the separate and independent arbitration agreement between the Parties. In the event that any part or portion of Article 11 hereof is found to be, or otherwise is, illegal, void, or unenforceable, the remainder of this Article 11 hereof, including the Parties’ agreement to submit their Disputes to Arbitration, will continue in full force and effect and the application of such parts or portions to other circumstances will be interpreted so as reasonably to affect the intent of the Parties.
  12. MISCELLANEOUS

    1. This Agreement is an integral part of all the Orders those the Parties entered into, and it is hereby incorporated therein by reference. All preambles to this Agreement and all other documents referred by the Agreement are integral parts of the Agreement and relevant documents, and such preambles are hereby incorporated in the Agreement and relevant documents by reference. The Agreement constitutes the full agreement between the Parties. A reference to the Agreement means a reference to any and all of its integral parts. This version of the Agreement supersedes any other agreements between the Parties regarding the subject matter of the Agreement, as well as all previous versions of the Agreement. If any provision hereof (article or a provision of such an article) is invalidated, this does not affect other provisions of the Agreement and shall be changed, edited, or interpreted in such a way as to contain more actual and relevant meaning for the purposes of the Agreement.
    2. The Agreement is an electronic agreement. The electronic form hereof has the same legal effect as if it were signed using a physical signature. The Agreement may be published in other languages; nevertheless, the English-language version hereof shall prevail all the time.
    3. In the event, there should be any conflict or ambiguity created between the provision hereof, the Orders, invoices, any other subsequent agreements between the Parties dealing with the subject matter hereto, the following Order of Precedence shall apply: 1) The latest version of the Order Form, including supplementary agreements to the relevant Orders; and then 2) The Agreement; and then 3) The invoices; and then 4) Any subsequent written agreements between the Parties; and then 5) Any other source of information.
    4. In the Agreement, unless the context otherwise requires: 1) The words “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words. Capitalized terms used herein but not defined hereby have the respective meanings assigned to them in the relevant Order. A reference to the singular includes the plural and vice versa. The headings herein are intended to make the Agreement easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Agreement; 2) All personal pronouns used herein toward natural persons other than the Parties are gender-neutral and shall include all genders, and the plural shall include the singular; 3) All references to the “Agreement” or “Order” (as well as other documents mentioned herein) are to their newest versions as modified, supplemented, or amended from time to time; 4) All references to “€” mean the reference to EUR. This also means that all payments hereunder shall be made in EUR until otherwise is outlined by the relevant Order.
    5. We may modify this Agreement from time to time. Any amended terms automatically take effect ten (10) days following being posted on the Website. Your access to the Website and use of the Services following the date of effectiveness of any modifications hereto shall constitute your acceptance of this Agreement, as modified. You agree that the updated version posted on the Website shall be deemed adequate notice of made modifications.
    6. Nothing herein is intended to establish any form of partnership, recruitment, or joint venture between the Parties. The Parties are not agents. Neither the Client nor Cliniccards can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other. Nothing in the Agreement creates obligations for third parties. No third party is bound by the terms hereof.
    7. Except as otherwise agreed by the Parties, Cliniccards reserves the right to use subcontractors to perform the Services. Cliniccards will be responsible for the performance of any such sub-contractors.
    8. The Client agrees to reasonably consider participation in a press release announcing its use of the Service (with any such release to require prior written approval of each party). In any event, the Client agrees that Cliniccards may use Client’s name and logo in customer lists on Cliniccards’s website and in Cliniccards’s promotional materials (any such activity to cease upon written request by the Client).
    9. Cliniccards’s direct competitors are prohibited from accessing or using the Website and any of Services, except with Cliniccards’s prior written consent. In addition, the Website and any of Services may not be accessed for purposes of monitoring their availability, performance, or functionality or for any other benchmarking or competitive purposes.
    10. If you have a question or complaint regarding the Website or Application, please contact Cliniccards by writing to: “Cliniccards” LLC, 4-A Zoolohichna Street, Office 139, Kyiv, Ukraine, 04119.