Terms of Use

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. These Terms are between NeedStreet and its Customers, hereafter referred to as “you” or collectively as “Customers”.

The ContinuousCare Platform Services supports the goal of continuous care for health by providing healthcare service providers who are our Customers, with a Virtual Practice (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.

If you do not agree to these Terms of Use and/or are not eligible or authorized to agree to these Terms of Use, then you may not register for and setup a Virtual Practice on the ContinuousCare platform and are not authorized to use any of the applications or services supported by NeedStreet’s ContinuousCare Platform.

Customers

Healthcare service providers can set up a Virtual Practice on the ContinuousCare platform (hereafter referred to as ‘Customers’). If a Virtual Practice is being set up by an individual healthcare service provider who is not formally affiliated with an organization, the Customer is the individual creating the Virtual Practice. If the Virtual Practice is being set up for a healthcare services organization by an authorized representative, the organization is the Customer.

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.

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

• You are a licensed healthcare provider and/or 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.
• 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 responsibility in ascertaining whether the product meets the requirements of your business operations before choosing to subscribe.
• 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 are aware of and bound by these Terms of Use.

Usage of the ContinuousCare Platform Services by Customers and their authorized Team Users and Patient Users are subject to acceptance of these Terms of Use. These Terms of Use are deemed to include 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.

Customer Data

Authorized Users created by a Customer in their Virtual Practice may submit information and content to the Continuous Platform Services, 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, the Customer alone may provide us with instructions on what to do with this data. All Customer Data is covered by the ContinuousCare platform’s Privacy Policy.

By using the ContinuousCare platform you agree to storage of your data in secure cloud infrastructure located anywhere in the world. NeedStreet currently uses Amazon Web Services cloud infrastructure based in the United States of America, EU, Singapore and India.

Authorized User Terms

Patient Users and Team Users of a Customer’s Virtual Practice cannot directly register as users with the ContinuousCare platform but are created as authorized users of a Customer’s Virtual Practice. The Customer is directly registered with the ContinuousCare platform and is bound by the Terms of Use, including these Authorized Terms of Use.

These Authorized User Terms are between NeedStreet and all Authorized Users in Virtual Practices of Customers, hereafter referred to as “you”, ‘’they” or collectively as “Authorized Users”.

• 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 owning 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 your user account in the role intended by the Customer when authorizing you to use their Virtual Practice. If you are a Team User, you must also be of legal working age and possess the necessary licence and qualifications for your role.
• NeedStreet reserves the right to deny or revoke access to anyone to a registered Virtual Practice, or to any part of its ContinuousCare platform thereof, at any time in its sole discretion, if there is perceived to be a violation of any terms of use.
• 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 ContinuousCare Platform Services by Customers and Authorized Users in the Virtual Practices of our Customers.

Any violation of the policy could result in the suspension of your access to the Platform Services and if found to be deliberate, repeated and possibly harmful to other users of the platform will termination of your access to the ContinuousCare Platform Services. This policy may change as the platform evolves, so please proactively look up updates to the policy.

• Your username and password are unique to you, and you agree not to disclose or share your username and password to or with any third party. You are responsible for keeping your password confidential and for notifying us immediately if your password has been hacked or stolen.
• You also agree that you will be solely responsible for any activities conducted on or through the ContinuousCare Platform Services with your account regardless of whether or not you are the individual who undertakes such activities. This includes any unauthorized access and/or use of your account or your computer. You 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 your account.
• Your use and access of the ContinuousCare platform, its apps and services, is entirely at your own initiative and risk. You 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, some of our users do 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 you provide 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.
• You 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.
• You shall not attempt to circumvent any security measure put in place for the ContinuousCare platform users or 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.
• You 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.
• You shall not attempt to access, access or obtain information regarding any account other than your own, by any means whatsoever. You may not use the ContinuousCare platform and its apps and services in any manner that could damage, disable, overload, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the site and services.
• You may not use any robot, spider, scraper or other automated tools or means to access the ContinuousCare Platform Services or website for any purpose, including intent to identify vulnerabilities without our written permission. Violation of this policy may result in termination of your access to the site, deactivation or deletion of your registration and all related information and files you have stored on the site.
• If you are a competitor service, you shall not use this service as a user to study and copy features and services provided by NeedStreet’s ContinuousCare platform, apps and services.
• In order to protect the integrity of its ContinuousCare website and Platform Services, NeedStreet reserves the right at any time in its sole discretion to block users from certain IP addresses.
• You are responsible for the information you 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 you post.
• You are solely responsible for exporting and/or requesting the export of all your Customer Data before expiry or cancellation of your Virtual Practice account, should you choose to discontinue using it and/or should your account be terminated.
• We may offer certain Beta Features to you at no charge or a special reduced charge, for beta trial use before they are introduced under specific subscription plans. Your use of Beta Features is subject to any additional terms that we specify when enabling them for you. Use of such features is permitted only during the specified duration and/or when the feature is terminated. Such features are not guaranteed to be released and may on occasion be terminated. Such features are generally still under development and/or not completely integrated into the platform and therefore may contain more issues or errors than is generally noted in the product. Should you choose not to subscribe to the plans under which the Beta Features will be eventually supported, or if we choose to terminate such Beta Features, you will lose access to content created as a result of using such Beta Features. We disclaim all obligations and liabilities with respect to such features. The information about such Beta features and their capabilities are limited to customers to whom they are made especially available and this is covered by the confidentiality clause in our Terms of Use.

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.
• You 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 Virtual Practices.
• 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 retains the right to review and delete any published content related to any provider, if such content is brought to NeedStreet’s notice. NeedStreet takes no responsibility in having to review content published in Virtual Practices.
• 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.
• You unconditionally agree to receive certain essential automated SMS, mobile and email notifications relevant to system events from the ContinuousCare Platform Services apps to the mobile number and email address associated with your user account, irrespective of whether you have subscribed to any Do-Not-Disturb (DND) services.

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 their healthcare provider’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 you their healthcare provider, through the Virtual Practice, which you the Customer have opted to use.
• NeedStreet does not recommend or endorse any healthcare providers or services using the Virtual Practice.
• Patient Users’ access or use of their healthcare provider’s Virtual Practice and/or any apps and services of the ContinuousCare platform 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 use the Virtual Practice and/or other apps and services of the ContinousCare platform in such situations.
• The accuracy, integrity and completeness of the personal health information that your 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 their health data by you their healthcare provider.
• NeedStreet shall not be responsible for any undesirable outcomes in their engagement with you their healthcare provider.
• NeedStreet shall not be responsible for any health, fitness or nutritional information that is published by you their healthcare 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.
• It is the sole responsibility of the Customer to ensure that two-factor authentication (2FA) is enabled for all user accounts associated with their account. The Customer acknowledges that failure to activate 2FA poses a significant security risk, and any consequences resulting from this lapse are the Customer's responsibility.

Subscriptions & Payments

All use of a Virtual Practice by a Customer and their Authorized Users are based on subscription to a relevant Subscription Plan for the ContinuousCare Platform Services. A Subscription Plan defines the scope and level of usage of the Platform Services by the Customer and their Authorized Users .The ContinuousCare Platform Services also provides add-on services to the Virtual Practice, that the Customer can optionally purchase and use.

When you register for a free trial of the Virtual Practice, the service will be available to you free of charge until the end of the free trial period or on termination of your trial for any reason at our discretion. The free trial period is to be used to verify that the product features meets your requirements. By proceeding to purchase a subscription, you are agreeing to use the software product as is and to be bound by the terms and conditions. Unless you purchase a subscription within expiry of your trial, your Virtual Practice account will be deactivated.

The following platform services are currently provided free of charge but NeedStreet reserves the right to charging for them at cost based on actual usage, at any point of its choosing.

• Mobile Push Notifications
• Video Streaming Services

Note: SMS and Video Streaming Services costs will be charged based on actual usage with effect from January 1st 2019.

Subscriptions and other payments are be managed and paid for online through the Virtual Practice Subscription interface by the Customer, who can choose to subscribe on a monthly or annual plan. In some cases subscriptions are purchased by Customers through other subscription order mechanisms. Though all optional add-ons to the Virtual Practice 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, and depends on when the add-on was purchased. Any unexpected change in app store policies affecting the ability to publish custom mobile apps in the Customer’s account will not result in a refund in the subscription charge associated with the custom mobile app.

All subscriptions automatically renew at the end of the billing cycle for the upcoming subscription periods equal to the preceding subscription period; and the per Team User pricing during any automatic renewal term will be based on the number of active Team User accounts at the point of renewal. All subscription payments are paid forward for the upcoming subscription term. Failure to pay the subscription fees on time will result in your Virtual Practice account being deactivated. Deactivated accounts can be reactivated by making the necessary subscription payment.

NeedStreet reserves the right to change plans and pricing at any time. The changes will be notified either by email to all existing subscribers and also on the website. If on a paid plan, you can upgrade/downgrade your account at any time. You can upgrade by paying the incremental cost. If your account is upgraded during a billing cycle the increased charges will be calculated on pro-rata basis. Downgrading of account can cause reduction in features or loss of access to content in your account and will not result in refunds. Needstreet will not be responsible for operational limitations due to downgrading of an account subscription.

All information in your billing account should be current and accurate. All billing related mails will be sent to the email address that you have provided. All charges collected for a billing cycle are non-refundable, irrespective of account cancellation, termination or downgrade. Late payments will result in suspension of service until payments are made.

Deactivated and/or cancelled Virtual Practice accounts are maintained for a maximum of 30 days before the account is deleted. Deletion of a Virtual Practice account will include permanent deletion of all Customer Data and configurations in the account. We will make Customer Data available to you for export or download, upon request made by you within this 30 day period. We have no obligation to maintain Customer Data after this 30 day period. NeedStreet is not responsible for any loss or other consequences caused by deactivation or deletion of a Virtual Practice account.

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.

Privacy Policy

All users of NeedStreet’s ContinuousCare Platform Services are also bound by the Privacy Policy

Custom App Updates & Maintenance

Deployment of test and production updates of the Customer’s white-labelled mobile applications (if any) to the Google Play and Apple iTunes App Stores, will be made periodically. 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 instance includes 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.
• 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 instance, 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 platform infrastructure and the Authorized Users of the Virtual Practice
• Intentional malicious attacks on the platform services, that bypass all security measures that are in place.

Any issues affecting availability of the Virtual Practice 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

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. The customer is also responsible for registration with regulatory authorities in your country of operations (if applicable) and any associated registration of SMS templates for your brand, with concerned authorities.
• NeedStreet is not responsible for non-accessibility of the Customer’s Virtual Practice installation caused by wrong DNS settings made by the Customer.

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.

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.

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, proprietory rights and IP laws.

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.

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: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (iv) ANY CHANGES WHICH NEEDSTREET MAY MAKE TO THE SERVICES (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;(vi) 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 THE WEBSITE; 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.

Termination

These Terms of Use take effect from the time you start using NeedStreet’s ContinuousCare Platform Services in any capacity, until it is terminated by you and/or NeedStreet as provided below.

• All your active free or paid subscriptions to the Virtual Practice and/or any of the ContinuousCare platform services expires due a cancelled subscription and/or expiry of a subscription that was not in auto-renewal mode.
• 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. 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 these Terms of Use.

During the active term or subscription of a Virtual Practice, the Customer will be permitted to export Customer Data from the Platform Services; After termination or expiration of Virtual Practice subscriptions, we will have no obligation to maintain or provide any Customer Data; unless legally required to maintain the data for other reasons, we may delete all Customer Data in our systems.

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 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 Contract 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. These Terms of Use and associated policies shall be admissable in all legal proceedings. Use of the ContinuousCare platform and its services is not authorized in any territory of jurisdiction that does not give effect to all provisions of these Terms of Use, including this section.

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.