BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS AND/OR ON BEHALF OF THE PERSON/ENTITY LISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”), THE ACCOUNT OWNER AND THE PRACTICE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ACCOUNT OWNER AND THE PRACTICE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).
These Terms of Service (“Agreement” or “Terms of Service”) are a binding contract between the Account Owner(s) (as defined below) (referred to herein as “Account Owner”, “You” “you”, “your” or “Your”) and Clunify(referred to herein as “Clunify” or “Us” or “We”). The Terms of Service shall govern Your and the Team Members’ use of the Service, and Your and the Team Members’ rights and obligations with respect to User Data that placed in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account through which You and the Team Members will access the Service (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Service, or any goods, materials, or content from the Website, You agree to, and ensure that all who access the Service through Your account, follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with Us. If you do not agree with the Terms of Service, neither You nor the Team Members may use the Website or the Service.
If You know, or have a suspicion or the good faith belief that, a Team Member has violated the Terms of Service, You are is responsible for immediately revoking access rights to the User(s). Additionally, if you become aware that a Team Member no longer possesses the requisite licenses or other credentials or is no longer employed by or affiliated with the You, You have the responsibility to immediately revoke access rights to these Users.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.
These Terms of Service apply to Your and the Team Members use of the Service and ALL transactions made on or through the Website in your use of the Service. The Account Owner manifests agreement to these Terms of Service by any act demonstrating your assent thereto, including clicking any button containing the words “I agree”, “Start with Basic Version”, “Join my team”, “Create my account” or similar syntax, by accessing the Website, by establishing an Account, or using the Service, whether you have read these Terms of Service or not. By clicking any such button or otherwise indicating Your assent, You agree to these Terms of Service. You should print a copy of these Terms of Service for your business and personal records.
These Terms of Service may be modified by Clunify effective immediately by notifying you as provided in Section 32 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.
By accepting these Terms of Service in connection with an Account, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority, and has the legal authority to contractually agree to these Terms of Service on behalf of the Account Owner. You further agree that as a condition to accessing the Service, you will submit to Account and Account Owner verification as required by Clunify, and provide only true and accurate identification documentation to Clunify or its third party service providers as requested by Clunify. You are responsible for the security of any account verification information, such as user names and passwords, including without limitation your Users’ user names and password. You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Service, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Service.
You must establish an Account with Clunify to use the Service. You agree to provide accurate, current, and complete information about You and the individual who establishes the Account (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and to use the Account management tools provided to keep your Registration Data accurate, current and complete. Clunify will designate You as the Account Owner and assign an account name (your “Account Name”). You and your Team Members must each choose a user name to identify yourselves under the Account Name.
You, as the Account Owner, are responsible for all activities conducted through your Account, including activities of the Team Members and Users, and you are responsible for all activities conducted through your user name and are responsible for Users to whom you grant access to your Account, including your clients or patients and those you authorize to access your Account on behalf of yourself, or clients or patients. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described in Section 22 and you shall be financially responsible to Clunify for the consequences of such use.
At the time Your Account is created, You must select a password. You are responsible for maintaining the confidentiality of Your password and are responsible for any damages, claims, losses or other harm resulting from Your disclosure of Your password, authorization of the disclosure of Your password, or any person’s use of Your password or Your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of Your password to any other person is at your own risk.
You and each of those using your Account must have separate user names and passwords. Team Members and Users may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User and the Account Owner, and/or an increase in charges, at Clunify’s sole discretion.
Clunify provides the Service for the fees and other charges set forth on the Website at https://www.clunify.com/features or other location on the Website. All prices listed exclude all sales taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Service and all such Sales Taxes shall be borne solely by and paid by the Account Owner to Clunify and deemed to be in addition to the fees charged in connection with the Service. Where applicable, Account Owner shall be responsible for all Sales Taxes and Clunify reserves the right to collect Sales Taxes retroactively. We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Service not previously charged for) on notice as provided herein. You acknowledge that it is Your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Clunify and/or its processor, continue to be valid and sufficient for such purposes. We may suspend or terminate Your use and Your Account’s use, as provided in Section 22, in the event of any payment delinquency. Other services are available from Clunify and the agreement with respect to those services and fees due to Clunify incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to Clunify shall have been earned by Clunify as of the date of payment. You will not be entitled to any refund for the partial use of the Service or credits at any time.
Clunify reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
Our Privacy Policy describes how we use and share Personal Information (as such term is defined in the Privacy Policy), including any Payment Data or Registration Data You provide, or other Personal Information we receive when You submit an inquiry or request further information, or receive updates and promotions about or related to the Service. Our Privacy Policy does not apply to any Personal Information contained within User Data that we collect and process only on your behalf when we provide the Service.
In providing you our Service, Clunify will not sell any Personal Information contained in User Data. Clunify will not retain, use or disclose the Personal Information You provide to us about Your patients and clients except for the specific purpose of performing our obligations under these Terms of Service, including providing and improving the Service under these Terms of Service, nor will Clunify retain, use or disclose Personal Information about your patients and clients outside of our direct business or contractual relationship with You or the legal entity under which You practice or are employed.
We will make no use of PHI that is not permitted by these Terms of Service, the BAA (as defined below) or that is prohibited by applicable law, including but not limited to HIPAA.
It is Your responsibility to comply with all applicable privacy and data protection laws and to ensure that You have provided all required notices and obtained all necessary consents (including with respect to third parties access) from Your Users, patients and clients, and that the User (including without limitation Your patients and Your clients) have agreed to the collection of their User Data (including PHI) and the access of their User Data by You, by us, and, where applicable, other third parties. Any sample documentation that is provided by Clunify for obtaining consent or other information from Users is for illustration only, and You alone (and not Clunify) are responsible to ensure that such documentation is adequate and enforceable. Clunify does not provide legal or compliance advice and You are responsible for retaining competent counsel and advisors for these purposes.
In the event that we receive a subpoena, court order, or other legal request compelling the disclosure of any of your patients’ or clients’ User Data (including PHI) or any of Your data or information or any User Data, we will notify You of the existence of such subpoena, court order or other legal request prior to disclosing the PHI or other data or information or any User Data. unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law.
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in these Terms of Service, there is an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your sole responsibility to export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of User Data (including PHI) for your clients and patients pursuant to federal and state law. Clunify will destroy the User Data for your Account as provided in Section 22 of these Terms of Service.
The Service may contain links to, or otherwise allow connections to third-party websites, servers, and online services or environments that are not owned or controlled by Clunify. You agree that Clunify is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such websites, servers, or online services or environments.
In connection with User Data you upload or submit to or which is created by the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Clunify to use, retain, copy, and process the User Data in the Service and as contemplated by this Agreement. You agree that by uploading or submitting any Content to or through the Service, and permitting Your Users (including without limitation clients and patients) to upload any Transaction Data into the Service, You hereby automatically at such time grant Clunify(and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or Clunify using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyse and use any of Your User Data and Transaction Data as Clunify may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to Clunify with respect to Your content will survive the termination of your Account to permit Clunify: (i) to retain server copies of particular instances of Your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that You have not specifically deleted from the Service. Notwithstanding anything to the contrary herein, or in any payment processing agreement between You and the payment processor, You also hereby provide Clunify(and its affiliates) an irrevocable perpetual royalty free, assignable license, authority, and permission to obtain, copy, and use, at Clunify’s request, without notice to You, from payment processors, banks, card and ACH processors and gateway provider, which support the Service, all of Your Transaction Data and User Data for purposes of providing You the Service.
You acknowledge that You are responsible for all information and User Data you and those who are under the Account (including without limitation clients, patients and Team Members) input into the Service, including changes made to client or patient progress notes, whether previously locked or unlocked. You hereby acknowledge that the practice of unlocking any previously locked progress notes may be a violation by You and Your Team Members of applicable professional standards and /or applicable law.. You understand and agree that You are bound by various laws and regulations, including but not limited to HIPAA, which require that You preserve the availability, accuracy, integrity, and confidentiality of PHI and personally identifiable information. You also acknowledge and agree that all of your activity within the Service is automatically logged (including into audit logs), including the unlocking and changes to the progress notes, and that such activity may be audited by Account Owners, account administrators, regulators, or others.
In order to use payment processing services and the billing services (“Payment Gateway Processing Services”), You must agree to the Payment gateway Connected Account Agreement and any other applicable payment gateway agreement that is available to You when You enroll in the Service and afterward through the Service. No transactions will occur in your Clunify account until you click to agree to the Payment Gateway Services Agreement or the Payment Gateway Connected Account Agreement (as applicable). In addition to other terms and conditions herein as it relates to Your clients’ payments to You, You hereby agree that:
“Payment Gateway” is a registered trademark of Payment Gateway, Inc. Where Your Users pay for your services through the Service, in addition to the terms of the Payment Gateway Connected Account Agreement, the following applies:
Clunify may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Clunify is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You nor any Team Members of Users will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
Intellectual Property Rights. Clunify owns Intellectual Property Rights in and to the Service, except User Data, including the Clunify Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “Clunify Marks”). You understand that such Intellectual Property Rights are apart from any rights You may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Clunify and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Clunify Marks are reserved by Clunify. Copyright, trademark and other laws of the County and foreign countries protect the Service and the Clunify Marks.
Limited License. Clunify hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service specifically as set forth in these Terms of Service and expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Clunify to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the Clunify Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than You, (iv) alter or modify the Clunify Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the Clunify Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Clunify or in the use of the Service or Website regarding Clunify Website, products or Service. You agree that Clunify will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by You or our Team Members and that all right title and interest in Feedback is assigned to Clunify. The foregoing grant of rights is made without any duty to account to You or to any of the foregoing persons or entities for the use of such Feedback.
Mobile Application License. Subject to Your compliance with these Terms of Service, Clunify grants You a limited non-exclusive, non-transferable license to use any of the Clunify mobile applications and to access the Website via a single mobile device or computer that You own or control and to run such copies of the Clunify mobile applications on such device solely for Your own personal use.
You shall not:
Clunify hereby grants You a non-exclusive, non-transferable license to permit Your Team Members to use Content made accessible to You, which includes sample clinical and practice documentation and templates. The prices for such access, if any, are listed at www.clunify.com and are subject to change on notice as provided in these Terms of Service. Clunify is providing any Content as an illustration only. Clunify and its licensors) are not engaged in rendering professional services nor in providing expert forms. You and Your Team Members must apply your medical or psychological expertise, or other expertise to the Content and thereby make any necessary revisions to the Content. The Content are not warranted to assist You in meeting clinical documentation requirements, as You are responsible for Your own clinical documentation. THE SAMPLE DOCUMENTATION, CONTENT, DATASETS AND ALL INFORMATION THEREIN ARE PROVIDED “AS IS” AND EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ANY PARTICULAR PURPOSE, OR QUALITY, ACCURACY, COMPLETENESS AND/OR SUITABILITY ARE DISCLAIMED. You agree that neither You nor Your Team Members may resell, transfer, sublicense or use the Content as part of a hosted environment or in any way available to third parties.
You agree that You will not, and will cause Team Members and Users to not:
Any violation by You, Your Team Members or Users of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation at Clunify’s option.
You agree not to hold Clunify liable for the Content, actions, or inactions of You or other Users of the Service or of other third parties. As a condition of access to the Service, you release Clunify (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Service or with other third parties, including whether or not Clunify becomes involved in any resolution or attempted resolution of the dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favour at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
CLUNIFY PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, SERVICES, DIRECTORY SERVICE AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, CLUNIFYAND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON CLUNIFY’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. Clunify does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, Directory Service or your Account, and You understand that You shall not be entitled to refunds or other compensation based on Clunify’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
Clunify does not guarantee that by mere use of the Software you will be in compliance with HIPAA or other applicable law, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA and other applicable law.
IN NO EVENT SHALL CLUNIFY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE CLUNIFY SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CLUNIFY MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. (Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You).
At Clunify’s request, you agree to defend, indemnify and/or hold harmless Clunify, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from:
You acknowledge that Your participation in the Service, including your creation or uploading of Content in the Service, does not make You a Clunify employee and that You do not expect to be, and will not be, compensated by Clunify for such activities, and You will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third party beneficiaries, intended or implied, under this Agreement.
You may terminate this Agreement by closing your Account at any time for any reason. Subject to Clunify’s obligations pursuant to Section 8, in such event, Clunify shall have no further obligation or liability to You under this Agreement or otherwise. You may not suspend Your own Account. If you suspend Your Account, then the Account will be deemed terminated (see Sections 8 and 22 herein, regarding deletion of your User Data on termination). In addition, Clunify may suspend or terminate Your Account, without notice, for breach if You violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Clunify may, at its sole discretion, provide you a grace period prior to termination, in the event of a breach or Your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate Your Account (or the access of any Team Member) if we determine in our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of Clunify or any third party. Under no circumstances, will you will be entitled to compensation or a refund for any interruption, suspension or termination, and You acknowledge Clunify will have no liability to You or your Team Members or Users in connection with any interruption, suspension or termination.
Upon termination of Your Account, all licenses granted by Clunify to use the Website, Software, and the Service will automatically terminate, and all User Data in Your Account will be retained no more than thirty (30) days after termination or expiration of Your Account or this Agreement, and deleted on expiration of such thirty (30) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of PHI for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of Your Account, your access to the Service will be limited to downloading your User Data.
Upon termination by You or by Clunify of your Account, You will not receive any refund of any amounts previously paid and You will remain liable for any charges incurred or unpaid amounts owed by You to Clunify.
The following terms will survive any termination of this Agreement: Sections 1, 2, 4, 6, 8, 11, 13, 18and 24 through 38. You will not be entitled to any refund on termination or expiration of the Agreement.
In the event of a Dispute between You and Clunify(including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the prevalent Arbitration Rules. The place of the arbitration shall be in Dubai, UAE. In the event that there is any Dispute between You and Clunify that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of Dubai, UAE. You agree that this Agreement and the relationship between you and Clunify shall be governed by the Federal Arbitration Act and the laws of the State of Dubai UAE without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by You, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
Clunify is a United Emirates-based service. We make no warranty or representation that any aspect of the Service, is appropriate for use outside of the United Emirates or may be used for persons who are not then located outside the United Emirates. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
You may not assign this Agreement or Your Account without our prior written consent. You may not transfer or sublicense any licenses granted by Clunify in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between You and Clunify with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. Clunify reserves the right to modify this Agreement and Terms of Service at any time upon notification to you as provided in Section 29. If any future change is unacceptable to You, You should discontinue using the Service. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and You agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Clunify may provide notice to you and obtain consent from you (1) through the Website (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must submit all notices required or permitted under this Agreement to Clunify, c/o Triobees FZC SAIF Office Q1/07/107A, PO Box 120818, Sharjah UAE.
Clunify may refer names of certain third party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to You by Clunify are not owned or controlled by Clunify. You agree that Clunify is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, wilful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers referred to you by Clunify. You agree to defend (at Clunify’s option), indemnify and hold harmless Clunify from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.
For purposes of complying with the requirements of HIPAA to the extent applicable, You and Clunify agree to be bound by each of the terms and provisions of the Clunify Business Associate Agreement, which can be found at https://www.Clunify.com (the “BAA”) and which is incorporated in full by this reference. If any provision hereof is potentially or actually in conflict with the provisions of the Business Associate Agreement with respect to the treatment of Protected Health Information, the terms of the Business Associate Agreement shall prevail.
You agree that You are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users, Team Members or those who are retained by the Account Owner and patients, clients and any family members thereof, in accordance with applicable law. In the event that any Team Member who has access to the Service under the Account dies, becomes disabled or incapacitated or otherwise is unable to provide services to any User, then the Account Owner will be solely responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law and Section 4 of these Terms of Service. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Clunify or by applicable regulations or licensing bodies. You agree that Clunify reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, Clunify will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above. IT IS RECOMMENDED THAT ACCOUNT OWNERS CREATE CLEAR DIRECTIONS REGARDING ACCESS TO AND TRANSFER OF USER DATA IN THE EVENT OF THEIR DEATH, DISABILITY, OR INCAPACITATION AND SHARE THESE DIRECTIONS WITH A QUALIFIED AND TRUSTED INDIVIDUAL IN ADVANCE. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by email. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
We provide Users information by email or posting through the Website. The emails and other communications You will receive include those relating to billing, account verification, platform and Service training (sometimes called “on-boarding materials), survey requests (for product and customer service improvement purposes), marketing and promotions, and administrative announcements (including related to these Terms of Service, our Privacy Policy, or security incident notifications). You understand that by using the Service and agreeing to these Terms of Service, Clunify will send to you the foregoing communication types and You hereby waive any right to opt out of such communications to the extent permitted by applicable law. You are responsible for obtaining either requisite consent or ceasing email communication to a patient or client in the event that such patient or client opts out of receipt of any such communications.