CAPITAL DOCTORS TERMS OF USE
PRIVACY POLICY
1. Introduction
This “Capital Doctors App” (hereinafter “the App”) is provided by Humura Medical Teams Uganda (HMTU) (hereinafter “HMTU” or “We”).
When using this App as well as our tele-consultation services (“the Services”), you (the “Data Subject”, “the Patient” or “You”) will be required to provide information about yourself, including information about your health status, which is considered sensitive information (collectively referred to as “Your Personal Data”).
This Privacy policy describes how Your Personal Data may be collected, used, and disclosed, and how You can access Your Personal Data.
At HMTU, we are committed to protecting and respecting Your privacy. HMTU operates in compliance with all applicable laws and regulations, particularly the Data Protection and privacy Regulations (“the DPPR).
The data controller is HMTU.
2. Fundamental Principles
HMTU's privacy practices comply with the DPPR, which includes the following protections:
Processing Your Personal Data lawfully, transparently, and fairly.
Limiting Your Personal Data use to legitimate purposes.
Limiting the processing and storage of Your Personal Data to the minimum necessary.
Ensuring that the privacy policy is accurate and sufficient.
Maintaining open and transparent privacy policies.
Being accountable to You for processing Your Personal Data.
Ensuring Your consent is informed and easy to withdraw.
Defining and protecting Your sensitive/special categories of data.
Ensuring third parties (external doctors and other Practitioners) apply similar or equivalent standards of privacy controls when they process Your Personal Data on our behalf.
Not transferring Your Personal Data outside of the Uganda unless the recipient has provided appropriate safeguards approved by the DPPR.
Giving You the right to concise, timely, comprehensive information regarding our processing of Your Personal Data.
Giving You the right to rectify incomplete, inaccurate, unnecessary, or excessive personal data.
Giving You the right to object (where applicable).
Ensuring we have procedures to support Your exercising of any data subject rights.
Applying security measures, including technical and procedural support for integrity, confidentiality, and availability.
Maintaining the confidentiality of Your Personal Data even after our relationship with You has terminated.
3. What Personal Data is Collected
“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, particularly by reference to an identifier such as a name, identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
“Data concerning health” or “Health Data” means Personal Data related to the physical or mental health of a natural person, including the provision of health care services, which reveal information about his or her health status.
HMTU collects only Personal Data that is relevant and necessary for the provision of the Services, including the operation of the software.
3.1 Personal Data Necessary to Access and Register to Capital Doctors App
When You access and register for the Capital Doctors App, we collect identification and contact information about You (first name, last name, email address, date of birth, gender, country of residence, telephone number, location, and your password).
If You do not provide this information, You will not be able to access the App, and we will not be able to provide You with our Services via the App.
3.2 Personal Data Necessary for the Use of Certain Functionalities of Capital Doctors App
To allow You to benefit from certain functionalities of the App, we may offer You the option to send us certain information such as Your geolocation.
The communication of Your geolocation is not compulsory, but if You do not transmit it to us, some of our services will not be accessible to You.
3.3 Personal Data Necessary and Inherent to the Use of the Service
In addition, we will collect, process, and potentially disclose information that is necessary and inherent to the execution of the Services, namely:
Data concerning Your health.
Your location.
All exchanges between You and HMTU for the provision of the online booking and tele-consultation service to You.
Data related to Your location (and more particularly Your geolocation when You have accepted that we collect and process this information).
4. Purposes for Which Your Personal Data is Processed and Legal Basis
HMTU collects, processes, and potentially discloses Your Personal Data as listed below for the purposes of providing You the Services, subject to Your informed consent (and explicit consent regarding Health Data). If You do not provide that consent, HMTU will not be entitled to provide the Services.
HMTU may create de-identified information defined as data that does not include Your name, address, birth date, or other information that could be used to identify You (“Anonymized Data”) for the purposes of:
Reviewing or evaluating the performance of our systems in providing the Services.
Improving the quality or timeliness of our Services.
Medical research.
Demonstrating the reliability of our information management.
5. Data Retention
HMTU will retain Your Personal Data as long as it is needed for the provision of the Services to You and thereafter for the statutory periods for the sole purpose of attending to any eventual responsibilities that might arise from the provision of the Services.
At the end of that retention period, Your Personal Data is securely destroyed or permanently de-identified in accordance with Data Protection Laws and Regulations. Such permanently anonymized data is no longer Personal Data and is retained by HMTU indefinitely for the purposes set out in Clause 4 above.
6. Access to Your Personal Data
We will never share Your Personal Data for any purpose other than those strictly necessary for rendering the Services for Your benefit.
For that reason, Your Personal Data will be accessed by or transferred to doctors and any other health practitioner of your choice with whom HMTU has contracted.
Your Personal Data may also be accessed by our hosting company.
You must be informed that HMTU may be required to disclose Your Personal Data, including Your Health Data, by a duly empowered branch of Government or Court in any country in which you are citizens or resident at the time of use of the platform.
7. International Transfers of Your Personal Data
To better protect Your Personal Data, HMTU uses data centers based in the Uganda.
As this is necessary to provide You with the Services, it is likely that the doctors will be located in the country or region where You will be resident or located (while traveling) at the time of the consultation. Those doctors will accordingly be able to access Your Personal Data from their location(s) via our data center in Uganda. This means that in some cases (depending on Your location), Your Personal Data will be accessible from locations outside of the Uganda. You are informed and accept that the local data protection regulation applicable to the processing of Your Personal Data in that location may not provide the same level of protection as that granted by the regulation applicable in Uganda.
Nevertheless, we insist that doctors/practitioners retained to provide support services to HMTU adhere to our Privacy Policy and Principles as well as all globally applicable Data Protection Laws and Regulations.
8. Security Enforcement
We safeguard Your Personal Data with tested and certified technical and organizational security controls. We educate our staff and external doctors/ practitioners on our Privacy Policy and Principles as well as all globally applicable data privacy laws.
9. Your Data Subject Rights
We strive to keep your Personal Data accurate and current; and we will update or disclose it to You Whenever You request us to do so. You are responsible for communicating modifications, rectifications, or additions to Your Personal Data so that HMTU may change it accordingly and keep it current.
You are able to access Personal Data held about You and can correct or delete it if it is inaccurate.
When the DPPR is applicable, You have rights including:
Right of access: Right to ask HMTU for copies of Your Personal Data.
Right to rectification: Right to ask HMTU to rectify Personal Data You think is inaccurate. You also have the right to ask HMTU to complete information You think is incomplete.
Right to withdraw Your consent to the processing of Your Health Data.
Right to erasure: Right to ask HMTU to erase your Personal Data in certain circumstances.
Right to restriction of processing: Right to ask HMTU to restrict the processing of Your Personal Data in certain circumstances.
Right to object to processing: Right to object to the processing of Your Personal Data in certain circumstances.
Right to data portability: Right to ask that HMTU transfers the information You provided to another organization or to You, in certain circumstances.
Note that data subject rights do not apply to de-identified data as defined in Section 5 above.
You may exercise Your data subject rights by emailing to (humurateams.medical@gmail.com), indicating Your name, what service was used, and Your telephone number, and attaching Your Identification Card or any other document that permits us to identify You.
10. Contact for Further Information
If You have any questions regarding this Privacy policy, or would like to have a copy of this Privacy policy, or wish to file a complaint or believe Your privacy rights have been violated, you may contact the customer support Officer at humurateams.medical@gmail.com .
There will be no retaliation for filing any complaint or exercising any subject rights.
PRACTITIONER
1. INTRODUCTION
1.1 Humura Medical Teams Uganda Smc Ltd (“Company” or “We”) is an African company having a place of business in mbarara Uganda that operates and holds rights in the Internet web-site capital-doctors.com (the “Website”) and in the mobile application capital doctors (the “App”, and together with the Website – the “Platform”).
1.2 The Platform is designed to help the Website and App’s users who require the assistance of healthcare specialists (“End-Users”) find doctors, dentists, emergency clinics, pharmacies, labs and other healthcare specialists from those listed on the Platform who may be suitable for End-User’s needs (collectively, “Practitioners”, and together with the End-Users, “Users”), and to enable the maximum choice and diversity of Practitioners. The Platform provides the End-Users with lists and/or profiles of Practitioners, which are based on information that the Practitioners make available to the Company, such as certifications, experience, geographical location, and healthcare specialty. They may also be based on other criteria (including, for example, Practitioner’s availability, past selections by End-Users, ratings and/or recommendations of the Practitioner by the End-Users).
1.3 The Company invites you (“You”) to use and participate in the Platform as a Practitioner (as defined below), place information about Yourself as a specialist in Your field of practice and receive Booking Requests (as defined below) from End-Users for Your professional medical services/expertise (“Your Service”).
1.4 You must agree to the following terms as a condition to use the Platform as a Practitioner and receive Booking Requests from End-Users through the Platform. Please read these terms carefully, as they will constitute a legal and binding agreement between You and the Company upon accepting these terms as set forth below or upon Your usage of the Platform.
2. Use Restrictions
2.1 While using the Platform, there are certain types of behaviors which are strictly prohibited, as appear in the list below. Please read this list carefully. Your failure to comply with the provisions set forth herein may result in the suspension or blocking of Your Account (as defined below) and using of the Platform and may also expose You to civil and/or criminal liability.
2.2 You may not, whether by Yourself or anyone on Your behalf:
2.2.1 copy, modify, alter, adapt, make available, translate, reverse engineer, decompile, or disassemble any portion of the Platform.
2.2.2 create a browser, frame and border environment around the Platform;
2.2.3 interfere with or disrupt the operation of the Platform, or the servers or networks that host the Platform, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
2.2.4 interfere with or violate other Users’ rights to privacy (including, without limitation, other Practitioners listed on the Platform, or End-Users to whom You have been providing Your Services), or harvest or collect data and information about other Users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Platform and/or retrieve index and/or data-mine information;
2.2.5 impersonate any person or entity or provide false or misleading personal information, including without limitation, providing false or misleading information regarding your professional expertise and credentials. You may not provide information which may cause the Users to believe that You are able to provide services, advice or consulting outside of Your fields of expertise;
2.2.6 offer to provide services, advice or consulting that is not in Your fields of expertise, or which You are not qualified or licensed to provide or render under any applicable law and regulation;
2.2.7 transmit or otherwise make available through or in connection with the Platform any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
2.2.8 use the Platform for any illegal, unlawful, inappropriate or unauthorized purposes, or conduct any act, or omit to conduct an act, in a way that is in violation with applicable local, national or international laws and regulations, including without limitation rules of ethics applicable to You;
2.2.9 use the Platform to defame, abuse, harass, stalk, ridicule, mock, threaten, or otherwise harm and violate the legal rights of the End-Users, other Practitioners and/or any other persons by posting any inappropriate content or otherwise;
2.2.10 use the Platform for any commercial or non-personal purposes, including any usage which generates any revenues, whether directly or indirectly (other than under Your Account), without our prior written consent;
2.2.11 contact, communicate with, or exchange information with any End-User (other than through the Website) prior to such End-User’s first visit to You; or
2.2.12 offer any medical service, advice or consulting, which may be rendered or practiced only by a licensed professional, unless You are a licensed professional and are in good standing in the relevant field of expertise, and unless You continue to comply with any laws and regulations, including rules of professional and ethical conduct applicable to You.
3. Representations and Warranties by You (as Practitioner)
3.1 As a condition for Your registration with the Platform, use of this Platform, and creating an Account, you hereby acknowledge, represent and warrant that:
3.1.1 You are fully qualified under all applicable laws of the relevant jurisdiction(s) in which you provide Your Service, with no reservations or restrictions other than as applicable generally to all medical practitioners in such territory, to practice medicine and to provide services of the type offered by You to End-Users under the Platform, and You will advise Us immediately and in writing of any change, restriction, limit or prohibition affecting your license or qualification to practice medicine or to provide such services;
3.1.2 You hereby agree to obtain and continue to maintain throughout the term of your Services, at Your own costs and expense, adequate professional liability insurance as required under applicable law and regulations applying to provision of Your Services, with coverage which is reasonably sufficient (at Your discretion, and in the view of a reasonable medical professional in the jurisdiction in which You operate) to cover Your risks and liabilities under these Terms;
3.1.3 The acceptance of these Terms, receipt of the Booking Requests, and the provision of Your Services to the End-Users does not and will not violate any other agreement to which You are bound, or any law, rule, regulation, including rules of professional and ethical conduct, order or judgment to which You are subject;
3.1.4 Your usage of the Platform and maintaining an Account has not been previously suspended, nor has Your access to the Platform been previously blocked by Us
3.1.5 You are solely and exclusively liable for Your conduct via the Platform, and for any content which would be posted, transmitted and/or transferred by You or on Your behalf, including without limitation, any content that is transmitted by You to any of the Users. You acknowledge and agree that neither the Company, nor any of its affiliates, will be deemed as provider or recipient of any of Your Services which you provide to any of the End-Users.
3.2 In addition, You hereby acknowledge that time is of the essence in the communication with the End-Users who may contact you seeking advice and/or consulting service from you as a Practitioner. Company may, but is not obligated to, regularly perform random quality checks on response time in Your communication with End-Users. For the avoidance of doubt, Company does not review the content of any communication between You (as a Practitioner) and an End-User with whom you communicate through the Platform and/or to whom You provide Your Services or contemplate to do that, with the exception of reviews and monitoring of content of such communication for technical support.
3.3 You hereby represent and warrant to the Company and the End-Users that:
3.3.1 All materials, certification, information and other data (including but not limited to personal information and professional certification) provided to the Company and the End-Users during the Account application process or thereafter is true, valid, correct, accurate and not misleading (it being understood that the Company shall not be under an obligation to request or independently obtain such certification or verify its accuracy); and
3.3.2 You will perform Your Services with professionalism and care in accordance with the highest standards applicable to Your Services and/or field of practice, or in general. You shall at all times ensure that offering and provision of Your Services to the End-Users are in compliance with any laws and regulations, including rules of professional and ethical conduct, applicable to Your profession and area of practice in Your own jurisdiction. You agree that it is Your responsibility to review laws and regulations applicable to Your profession in Your jurisdiction in order to determine whether or not the receipt of Booking Requests (as defined below) and provision of Your Services to the End-Users do not violate any applicable law and regulation and rules of ethics and professional responsibility.
3.4 You understand and acknowledge that Company (HMTU) is not a provider of medical services or medical advice, and You alone shall be responsible for the contents of any medical services or medical advice provided as part of Your Service, even if provided through the Platform. You must resolve any dispute between you and any End User of the Platform directly with the End User. You will be solely responsible for your usage of the Platform to provide services, as well as for any monitoring or follow-up of the medical treatment, prescriptions, etc., which You deem to be necessary in your discretion as a medical service provider.
3.5 You understand and acknowledge that Company may refer to you End Users which access the Platform through, or whose details are received from, insurance companies and other similar entities which are active in the field of medical insurance (each a “Medical Insurer”). For the avoidance of doubt, Company may collaborate, or cease to collaborate, with such Medical Insurers at its sole discretion and without any liability towards you; Company may also decide, at its sole discretion (or as instructed by a Medical Insurer), whether End Users arriving through a specific Medical Insurer will be referred to You (or any other specific provider of medical services) or not.
3.6 You understand and acknowledge that certain medical services, including surgery and such other medical services as may be reasonably added by Us from time to time in the future, always with advance written notice to You, are excluded from the scope of these Terms and shall not be provided through the Platform (the “Excluded Services”). You hereby undertake that you shall not offer Excluded Services to End Users through the Platform, but only through a Medical Insurer with which you have a separate agreement; and the terms of the Excluded Services, including any responsibility or liability for their results and outcomes, shall be governed by the agreement(s) between You and the Medical Insurer, and Company shall not have any liability for such matters.
4. Listing Policies
4.1 In order to be eligible to offer and provide Your Services to the End-Users as a Practitioner, You will be required to create a Practitioner account (“Account”) through the Platform by filling out an on-line registration form (where You must provide Your personal information as well as Your contact information and pricing) and uploading the requested copies of certification, licenses, samples, etc., or any additional documents as may be requested by the Platform under Your own profile. Any such information, certification, licenses, samples etc., provided by You to the Company for the purpose of creating an Account will be kept in the Company’s data base, and We will use reasonable measures to protect the safety of such database.
4.2 You acknowledge that the Company will have the right to reject a Practitioner’s application to create an Account at its sole and absolute discretion. However, please be informed that the Company may, but is not obligated to, perform verification of any submitted certification or documents. In addition, the Company shall have the right to review Your personal profile and amend typing or spelling errors, or may otherwise remove or refuse to post any content uploaded by You on the Platform, including any content within Your personal profile, at its sole discretion, including without limitation content that is, in the judgment of the Company, inappropriate or that is in violation of the provisions of these Terms, whether during the process of creating an Account or at a later stage. Once Your Account is created, You will be considered a registered Practitioner and Your name will be added to Platform’s Practitioners list according to Your professional expertise and background. For removal of doubt, any advice and/or consulting service provided by You as part of Your Services shall in no event be implied or deemed as being an advice and/or consulting service that is provided by or on behalf of the Company.
4.3 For the avoidance of doubt, Company shall not offer to each End-User all Practitioners for each query; only Practitioners which are relevant and adequate to a specific request, at Company’s sole discretion (considering field of expertise, location, and various other considerations) shall be presented to an End-User in each case. Company shall not be liable to You in the event Your Services are not offered to an End-User, for any reason whatsoever.
4.4 You acknowledge and agree that creating an Account and uploading any content and information under Your profile shall be at Your own risk only. You must evaluate and bear all risks associated with the use of the Platform, offering and the provision of Your Services to the End-Users.
4.5 Company reserves the right to (i) suspend, at any time, temporarily or permanently Your Account at its sole and absolute discretion; and/or to (ii) modify and/or alter any feature and/or functions currently available or that may be available in the future on the Platform, without notice to You, and at its sole discretion. You hereby waive and release the Company from any claims or demand in relation to any of the actions in sections (i) and (ii).
5. Booking Requests and Provision of Services to the End-Users
5.1 Following the opening of an Account, You will receive booking requests from End-Users with respect to receiving Your Services (“Booking Requests”). For the avoidance of doubt, an End-User may send multiple Booking Requests in parallel to several Practitioners. You will be notified of any new Booking Requests by Company’s delivery of messages (push notifications) to Your e-mail address, SMS messages to Your cell phone, and/or such other means of notification as you shall indicate to the Company that you wish to use, out of the means of notification offered by the Company from time to time (“Notification”).
5.2 Upon Your accepting a Booking Request, You commit to respond to the End-User submitting such Booking Request promptly and without undue delays. You shall have the right to accept a Booking Request or decline it within a certain period of time, as shall be indicated in the Notification. The first (earliest) response by any eligible Practitioner to a certain Booking Request may automatically cancel all subsequent responses of other Practitioners, so that the Practitioner whose response was the earliest (out of the Practitioners requested by the End-User only, and assuming that the first Practitioner responded within the allocated time) shall receive the appointment.
5.3 Please carefully read the comments, posts, requests and queries from End-Users and try to answer them promptly, clearly and in a friendly manner. Do not use abusive or profane language. Only accept a Booking Request if you are able to respond to it straight away. Make every effort to notify immediately if you do not intend to respond to a Booking Request.
5.4 Every Practitioner should honor all Booking Requests accepted by him or her via the Platform. It is mandatory that the End-User shall meet the same Practitioner with whom the Booking Request has been confirmed, and under the same terms (time, place, price, etc.) as confirmed. Either party to an appointment (i.e. the Practitioner and the End User) should communicate about any expected delay or cancellation at least 3 (three) hours prior to the scheduled time of appointment, to the extent possible. Notwithstanding the aforesaid, You acknowledge and confirm that HMTU provides the following two types of grace to End Users:
– When an End User makes a Booking Request outside the 3-hour cancellation window, but the Practitioner confirms the Booking Request within the 3-hour cancellation window, then the End User receives a grace period (by default 10 minutes) to cancel the Booking Request, provided it is a minimum period before the scheduled appointment (by default 30 minutes), with both time frames being configurable by HMTU at its reasonable discretion; and
– When an End User confirms an alternative Booking Request, that End User has a regret period to undo his or her confirmation and cancel that Booking Request (by default 5 minutes, configurable by HMTU at its reasonable discretion but never later than 30 minutes before the scheduled appointment).
5.5 It is hereby clarified that
(i) End-Users may submit reviews of You or other Practitioners (the “Reviews“) to the Company;
(ii) Company and/or End-User shall own the contents of such Reviews;
(iii) Company, at its discretion, may publish such Reviews or parts thereof on the Platform, to be accessed by other End-Users;
(iv) Company shall not be responsible for the contents of Reviews and shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all content from Reviews, except as required by applicable law; and
(v) by using the Platform, you may be exposed to content of Reviews that you may find offensive or objectionable; Company shall not be liable for the effect that negative Reviews may have on Your goodwill, reputation, or business.
5.6 HMTU may enable You to receive Booking Requests from End Users for appointments taking place remotely by video conference or other means of telecommunication, only in certain specific jurisdictions allowing the remote diagnosis and treatment of patients by means of telecommunications technology (“Telemedicine”). You acknowledge that you may not use any means of hiding, concealing or obscuring your geographic location or IP address (such as a VPN) in order to provide such Telemedicine services where prohibited or limited under applicable law, and you alone shall be fully responsible for any claim, damage or liability incurred by HMTU or by an End User as a result of such actions on Your part.
5.7 You shall not prescribe through the Platform any medicine listed under the prohibited lists of your local applicable Telemedicine guidelines (e.g., psychiatric medicines). You shall not issue prescriptions for controlled substances or other substances which may be harmful because of their potential for abuse (for example, medications for insomnia, depression, and/or anxiety).
5.8 It is your responsibility to determine or decide if a prescription can be provided on a “cross border” basis to a Telemedicine End User, according to the location from which the End User is consulting You. For this purpose, you must make sure you are aware of the End User’s actual location, either by consulting via the platform or by directly asking the End User. You cannot provide prescriptions via Telemedicine to End Users in the USA, unless you have a license to do so in the US State from which the End User is consulting You. You cannot provide prescriptions via Telemedicine to patients in the EU, unless you have a license to do so in one of the states which are members of the EU.
6. Fees and Payments
6.1 Key definitions:
6.1.1 “Your Fees” means the amounts that are due and payable to You for Your Services by an End-User and/or its Medical Insurer, as agreed between You and the Company. For the avoidance of doubt, such fees may be reasonably amended by Us from time to time, and with advance notice of at least 90 days, and you are entitled to cease providing Your Service by written notice to Us in the event that you do not agree to a change made by Us to Your Fees.
6.1.2 “Service Fees” means the fee that Company charges an End-User and/or Medical Insurer for the use of Your Services, which is calculated as a commission (as determined by Company) on top of Your Fees.
6.1.3 “Total Fees” means collectively Your Fees and the Service Fees, plus any applicable taxes and any surcharges or commissions charged by the relevant payment processor or method. The Total Fees will be reflected on the Platform and displayed to the End-User and/or Medical Insurer (as the case may be) for confirmation when the End-User is asked whether he or she wishes to make a Booking Request.
6.2 We shall be responsible for:
6.2.1 Charging the End-Users for Your Services provided to them during a calendar month, and collecting all excess payments from the Medical Insurers and/or End Users.
6.2.2 Remitting Your Fees to You after deduction of the amount of our Service Fee, as remuneration for Your Services. All payments from the Platform to You shall be made By registering to the Platform, You give Your irrevocable consent to HMTU making any necessary deductions from the applicable fees, including any applicable taxes (such as sales tax, value added tax or withholding tax) and any surcharges or commissions charged by the payment processor or your payment method.
6.2.3 Making adjustments, to the extent reasonably possible, should the sum of Your Fees be corrected or updated following the relevant Appointment, by collecting from the relevant End User and/or Medical Insurer any additional sums due to You, using the same payment method used for the respective Booking Request.
6.2.4 Determining and specifying on the Platform the currencies in which fees are quoted, and the acceptable payment methods. We may, from time to time, and without specific notice to You, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods, You represent and warrant that You are lawfully permitted to use the selected payment method in connection with Your Service. We may require additional information from You before completing payment transactions.
6.3 For the avoidance of doubt, it is hereby clarified that any and all payments due to You under this Agreement, including any of the above fees, shall be paid through Us and our Platform, rather than directly to You; except that payment for Excluded Services shall not be conducted through Us or the Platform, but rather directly by the relevant Medical Insurer with which you have a separate agreement.
6.4 It is irrevocably agreed and acknowledged by You that Company does not and will not assume any responsibility or liability for any amount due to You from a Medical Insurer under any other Agreement and/or for the timely payment thereof, and all such debts must be handled directly between you and the relevant Medical Insurer.
6.5 You must keep the billing information You provided to us upon registration current, complete, and accurate, and notify Us promptly in case of any change in Your billing information.
6.6 You acknowledge and understand that all payments to be made by Company to You under this Agreement shall be handled and managed automatically through the App exclusively. In the event You use any other media or means of communication (including email or phone) with the Company, Company shall not be responsible for any delays or errors in payment caused in connection with such usage.
6.7 Payment methods are processed and handled through relevant third party payment processors, such as mobile money, bank transfers, PayPal and credit cards. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of such third parties.
7. Confidentiality: Personal Data
7.1 You will not reproduce or otherwise distribute End-Users’ content. You agree to treat all End-Users’ content and information in confidence; any use of End Users information, or mention or discussion of End-Users’ content outside of direct communication with the End-User within the Platform, is strictly prohibited.
7.2 For example, You may not communicate the content of any Booking Request with any third person, including but not limited translators, customers, family members, friends, and colleagues.
7.3 The Company may integrate commercials and advertisements in the Platform. All the information contained in such commercials and advertisements belong solely to Us or our advertisers and We make no warranties or representations as to such advertisements, whether or not We have control over such advertisements.
7.4 While using the Platform and providing your Services, you will be exposed to personal data relating to End Users, which may include medical information provided directly by the End User, by the Company, or by a Medical Insurer. You are not responsible for the accuracy or completeness of such personal data, but You are responsible for keeping and handling it in accordance with all applicable data protection laws and regulations, as well as with our Privacy Policy, an up-to-date copy of which may be found at any time at the Website (and which constitutes an integral part of these Terms).
8. Intellectual Property
8.1 The Platform, including without limitation, the proprietary algorithms and methods, inventions, patents and patent applications, copyrightable material, graphics, text, sounds, music, designs, specifications, data, technical data, videos, interactive features, software (source and/or object code), files, interface, and trade secrets pertaining thereto (collectively, “Intellectual Property“), are fully owned by or licensed to the Company and are subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. Notwithstanding the above, certain content and features made available or displayed through the Website and/or Platform, including without limitation, graphics, photos, sounds, music, videos, interactive features, software, scripts, interface, trademarks, service marks and logos may be owned by third parties.
8.2 Our Company’s logo and other commercial identifiers We use in connection with the Platform are all trademarks and/or trade names belonging to Us or our third-party licensors, whether registered or not. No right, license, or interest to such trademarks or trade names is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You with respect to such trademarks and/or trade names.
8.3 Company hereby grants You a non-exclusive revocable right to use the Website and the Platform, for the purpose of using Your Account, subject to the limitations and restrictions provided for herein. Except as provided herein, You are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property not as explicitly permitted to You under these Terms.
8.4 Subject to the limitations and restrictions provided herein, You hereby grant the Company an irrevocable, perpetual, worldwide, transferable, royalty free right and license to use and commercialize without restriction any information placed by You within the Platform and/or provided by You through the Platform and any and/all intellectual property rights therein or thereunder.
8.5 In addition, You will not plagiarize any third party’s material. You hereby agree that any content that You upload to the Website, and/or any information you provide to the Platform or Users does not and will not violate third-party rights of any kind. You hereby undertake to indemnify the Company for any claims brought by third parties related to any intellectual rights infringement.
9. Terms and Termination
9.1 These Terms shall be in effect as of the date on which You accept and agree to these Terms, and continues until it is terminated in accordance with the following provisions:
9.1.1 if terminated by You – by sending a fourteen (14) day prior written notice, signed by You (to be delivered by email), provided, however, that all Your obligations under these Terms relating to any activity prior to the termination date shall remain in full force and effect; or
9.1.2 if terminated by the Company, with immediate effect, for any reason and at any time by providing ten (10) day written notice. However, the Company may terminate these Terms with You immediately upon any of the following events:
(i) breach by You of any term of these Terms;
(ii) careless behavior that causes disruption to the Platform;
(iii) Your failure to communicate in a professional and courteous manner with End-Users, other Practitioners, or the Company’s staff; and
(iv) negligence, fraud, or willful misconduct.
9.2 Upon termination of these Terms, Your Account will be suspended or terminated and all Booking Requests submitted to You and not filled by such time may be transferred to other Practitioners, at the sole discretion of the Company.
10. Disclaimer and warranties
Our access to the website and/or platform Is provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis without any warranties of any kind, or implied including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability of fitness for a particular purpose. Further, the company reserves the right to temporarily or permanently terminate or cease the operation of the website and/or platform, at its sole discretion and without notice to you, as set forth herein and you hereby release the company from any claim or demand in connection thereto.
10.2 we do not warrant that the use of the website and/or the platform will be uninterrupted or error-free. We may correct, modify, amend, enhance, improve and make any other changes to the website and/ or platform in whole or in part any time.
10.3 We make no representation regarding the availability, accuracy, completeness, safety, legality, quality and or suitability of the website and /or platform and or any of the information provided by the users, disclaim all warranties and conditions with regard to the use of the website and/ or platform and we are not and shall not be responsible for any error, fault or mistake of any and all content contained on the website and the platform and information received through them.
10.4 we do not warrant nor guarantee any content and information provided through the website and/or platform and/ or any other information provided by users and assume no liability with respect to such content and information. You should not rely on the accuracy of such content and information. We cannot and do not assume any responsibility for updating or correcting any such content and /or information once it has been given. Further the company makes no claim that the content on the website and or platform and the use thereof is or may be in the future, appropriate or permitted under laws applicable to you. You must ensure that using the platform for offering your services is at all times in compliance with the laws of the jurisdiction which you reside and/or from which you practice your profession.
11. Limitation of Liability
11.1 limitation of liability
11.1.1 The use of the website and/or the platform is solely at your own risk. We shall not assume liability for damages resulting from or arising out of the services and/or advice provided by you to users, including, but not limited to, any damages, loss or costs suffered by the company and/or a user to whom you offered/provided your services, nor shall we be liable for any damage caused to you by any of the users, regardless of whether we or an authorized representative of ours has been advised of the possibility of such damages.
11.2 You hereby release us from any liability for any damage caused to you in connection with your use of the website and/or platform, including but not limited to any damages caused to you due to a claim or demand by a user to whom you offered/provided your services, except where liability is mandatory, in which event liability for damages shall be limited to the amount of fees actually paid by you to the company over the six (6) month period preceding the cause of liability.
11.3 Company and its respective officers, directors, employees, agents and shareholders shall in no event be liable to you for any indirect, incidental, consequential, special, punitive or exemplary damages (including but not limited to loss of revenue and/or profits) arising in connection with offering or provision of your services to the users.
12. Indemnification
12.1 You agree to defend, indemnify and hold harmless Us, and our affiliates, and the respective officers, directors, employees, shareholders and agents, from and against any and all claims, damages, suits, judgments, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from:
(i) Your use of the Platform;
(ii) Your violation of any term of these Terms;
(iii) Your violation of any third party rights, including without limitation any intellectual property rights or privacy right;
(iv) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party by using the Platform;
(v) any claim, action or demand made in connection to Your Services offered/provided to the Users, or content and material provided to Users or that You uploaded to the Website;
(vi) a determination by a court or agency that You are not an independent contractor; and
(vii) Your failure to provide Your Services in accordance with applicable laws and regulations, including rules of professional and ethical conduct applicable to You. This defense and indemnification obligation will survive these Terms.
12.2 In the event of any dispute related to a transaction concluded between You and any User, You agree to release the Company, its affiliates and their respective directors, employees, officers, shareholders and agents from any claims and demands which You may have against a respective User in relation to such dispute.
13. Miscellaneous
13.1 You warrant that You are aware that these Terms are accepted by You only for the purpose of offering and provision of Your Services on a strictly voluntary and contractual basis, do not create employer-employee relations between Yourself and the Company and do not confer upon You any rights save for those set forth herein.
You undertake that You and/or anyone on Your behalf shall not claim, demand, sue or bring any cause of action against the Company in connection with alleged employer-employee relations between Yourself and the Company, and if You do so, You shall indemnify the Company and/or its affiliates, and their respective officers, directors, employers, shareholders and agents, upon their first demand for any expense that may be occasioned to You in respect of, or in connection with, a claim as aforesaid, including attorney fees.
13.2 Each of You and the Company is engaged in the independent operation of its own respective businesses, and does not act as an agent or contractor of the other (in particular, with respect to End Users). These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, agency, or franchisor-franchisee relationship between the parties hereto.
13.3 Any claim relating to the Platform or its use thereof will be governed by and interpreted in accordance with the laws of the republic of Uganda without reference to its conflict-of-laws principles, subject to any legislation applicable to you personally that mandates otherwise, such as consumer protection laws. For example, if you are a citizen of the common wealth country, your local jurisdiction may apply.
13.4 Any dispute arising out of or related to these Terms and/or Your use of the Platform will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of High court of Uganda, subject to any legislation applicable to you personally that mandates otherwise, such as consumer protection laws. For example, if you are a citizen of another country, you may have a right to seek legal recourse at a different venue.
13.5 These Terms may not be assigned, and the rights hereunder may not be pledged or delegated by You without the prior written consent of the Company.
13.6 If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
13.7 No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
13.8 These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Us.
13.9 If You feel that any of Your personal rights has been compromised by Us please contact Us at: humurateams.medical@gmail.com and We will exert our best efforts to handle Your complaint.
14. Acceptance of Terms
14.1 For acceptance of these Terms, You must fulfill one of the following actions:
– Either click the “I ACCEPT” button during the registration process on the Platform, or
– Deliver by e-mail to the Company an electronic copy of these Terms signed by You, with confirmation of receipt.
14.2 By clicking the “I ACCEPT” button and/or delivering a signed electronic copy hereof to the company, you agree and signify that you have read and understood these terms, as may be amended and updated from time to time. We urge you to check from time to time to see if we have updated these terms. If you do not agree to any of the terms and conditions of this document – do not click on the “i accept” button, do not provide us with a signed copy hereof, and do not use the platform. Your using of the platform shall also be deemed as acceptance of these terms. The most current version of these terms is always available at the website
END USER
1. INTRODUCTION
1.1 Humura Medical Teams Uganda SMC Ltd (HMTU)(“company” or “we”) is a Ugandan company having a place of business in Kampala Uganda's capital, that operates and holds rights in the internet website capital-doctors.com (the “Website”) and the mobile application capital doctors (whether branded thus or otherwise, the “App”). The App and/or the Website, whether severally or jointly, shall be referred to herein as the “Platform”.
1.2 The Platform is designed to help you, users of the Website and/or App who require the assistance of healthcare specialists (“you” or “End-Users”), to find doctors, dentists, emergency evacuations, hospitals/clinics, labs and other healthcare specialists from those listed on the Platform who may be suitable for your needs (collectively, “Registered Practitioners”, and together with the End-Users the “Users”), to enable the maximum choice and diversity of Registered Practitioners, and to make a booking request with respect to medical services needed. The Platform may also make available for End-Users certain information related to such other doctors, dentists, emergency evacuations, hospitals/clinics, labs and other healthcare specialists who are not listed as Registered Practitioners on the Platform (the “Index Experts:”, and together with the Registered Practitioners – the “Practitioners:), which information is based solely on public information and/or advertisements made available online or otherwise, whether directly or indirectly, by the Index Experts. The Platform provides the End-Users with lists and/or profiles of Practitioners (collectively, the “Services”), which may be based, inter alia, on
(i) information that the Practitioners make available to HMTU or publicly at internet websites, such as certifications, experience, geographical location, and healthcare specialty, and/or
(ii) other criteria to be determined by us, such as Practitioner’s availability, past selections by End-Users, ratings and/or recommendations of the Practitioner by the End-Users.
1.3 HMTU invites you to use the Platform, find Practitioners you need, and make Booking Requests (as defined below) for professional medical services/expertise.
1.4 You must agree to the following terms of use (the “Terms of Use”) as a condition to use the Platform and make Booking Requests through the Platform. Please read the Terms of Use carefully, as they will, together with our Privacy Policy published on our website, which is incorporated herein by reference (the “Privacy Policy”), constitute a legal and binding agreement between you and us upon accepting these Terms of Use as set forth below or upon your usage of the Platform.
1.5 Important: By clicking the “I ACCEPT” button you agree and signify that you have read and understood these terms of use, as may be amended and updated from time to time. Hence, we urge you to check from time to time to see if we have updated these terms of use. If you do not agree to any of the terms and conditions of this document – do not click on the “i accept” button and do not use the platform. Your usage of the platform shall also be deemed as acceptance of these terms of use. The most current version of these terms of use is always available at capital-doctor.com.
1.6 Please note that we offer the Platform “AS IS” and without warranties. If you create an account or use the Platform on behalf of an individual other than yourself, you represent that you are authorized by such individual or entity to accept these Terms of Use on such individual’s or entity’s behalf.
1.7 The Platform and Services are intended to be accessed solely for persons who are 18 or older. Any access to the Platform or Services by anyone under 18 is expressly prohibited. By accessing the Platform or Services you represent and warrant that you are 18 or older and possess legal capacity. However, you are allowed to use the Platform and Services in order to make Appointments for your children (including under the age of 18) and for any others for whom you are a legal guardian.
2. USE OF THE PLATFORM
2.1 To benefit from the Services we offer, you may be required to create an End-User account (“Account”) by filling out an on-line registration form and provide certain basic information about yourself, which you authorize us to use and disclose as described in our Privacy Policy.
2.2 You acknowledge that HMTU will have the right to reject your application to create an Account at its sole and absolute discretion. However, please be informed that HMTU may, but is not obligated to, perform verification of any submitted information. Once your Account is created, you will be considered a registered End-User and will be able to make Booking Requests.
2.3 You acknowledge and agree that creating an Account and uploading any content and information under your profile shall be at your own risk only. You must evaluate and bear all risks associated with the use of the Platform, booking and receiving the Services from the Platform, and sharing medical information.
2.4 HMTU reserves the right to (i) suspend, at any time, temporarily or permanently your Account at its sole and absolute discretion; and/or to (ii) modify and/or alter any feature and/or functions currently available or that may be available in the future on the Platform, without notice to you, and at its sole discretion. You hereby waive and release HMTU from any claims or demand in relation to any of the actions in sections (i) and (ii).
2.5 When you create an Account, you will create a login and a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to humurateams.medical@gmail.com .
3. BOOKING REQUESTS & CANCELLATION POLICY
3.1 Following the opening of an Account, you will be able to choose Practitioners you may need and make booking requests for appointment only with Registered Practitioners (“Booking Request”). Once your Booking Request will be confirmed by a Practitioner, you will be provided with all the details of an anticipated appointment, which is finally scheduled (the “Appointment”).
3.2 In the occasion you opt to submit a Booking Request, (i) to the extent applicable, any and all payments shall be covered by you directly or your insurance company, in which case you shall not be charged directly by us, or (ii) we may initially file an inquiry with your credit card provider (in accordance with the information provided by you in your registration form), thereafter, we will reserve the initial applicable Fees (as defined below) upon confirmation of the Appointment, and finally, make the final charge of Fees only after the Registered Practitioner confirms that the Appointment took place.
3.3 You irrevocably agree that in the event your insurance company refuses to cover the pending Fees for any Booking Request, for any reason including (but not limited to) your pre-existing medical history, then HMTU will charge you directly using your selected method of payment (regardless of any earlier agreement or statement) and by accessing the Services, you irrevocably waive any claim that we should have attempted to charge your insurance company rather than you.
3.4. You may communicate about any expected delay or cancellation, no later than 3 (three) hours prior to the scheduled time of Appointment. Any later change or cancellation of a Booking Request (including but not limited to your failure to show up on time to an Appointment, without advance notification as required herein) shall be subject to the full withholding of the Fees charged from you with respect to such Booking Request.
3.5 Notwithstanding the aforesaid, certain types of Appointment can not be refunded once scheduled:
(i) Appointments with certain Registered Practitioners who require HMTU to pay upon scheduling an Appointment; and
(ii) “First available doctor” appointments, in cases of emergency in which you submit a request to the first available Registered Practitioner (and not to a specific Registered Practitioner), from such time as any Registered Practitioner approves the request and the Appointment is scheduled.
In these cases, no rescheduling, delay or cancellation are possible once the Booking Request has been confirmed, and any such action may result in a full withholding of the Fees charged. Please note that for each such case, HMTU will notify you of such issue at the time of the Booking Request, such that a non-cancellable Booking Request shall only be made upon your confirmation.
3.6 For the avoidance of doubt, Practitioners may at times be late to Appointments (considering the nature of the medical profession and the fact that doctors handle medical emergencies, make home visits etc.). You will not be entitled to compensation from HMTU, the Practitioner or any third party for Practitioner’s being late to, or even entirely missing an Appointment. In addition, should you choose to leave and not wait for the Practitioner to attend a scheduled Appointment, you will not be entitled to any reimbursement of the Fees due or paid from you with respect to the Appointment, for so long as the Practitioner’s delay is reasonable at HMTU's reasonable discretion.
4. PAYMENT
4.1 “Fees” means collectively the total amounts charged by HMTU from an End-User (and/or from his or her insurance company, if applicable) for the use of the Services, plus any applicable taxes and any surcharges or commissions charged by the payment processor or your payment method. The Fees will be displayed to the End-User and/or its insurance company (as the case may be) for confirmation when the End-User is asked whether he or she wishes to make a Booking Request.
4.2 HMTU shall make the relevant inquiries and charge the applicable Fees, as further described above. HMTU expressly reserves its right to process payments and exercise any right under this Section 4 either directly or through its corporate affiliate or subsidiary, at HMTU's sole discretion. Should any part of the Fees attributable to the healthcare services provided by a Registered Practitioner be corrected or updated by the respective Registered Practitioner following the relevant Appointment, we will collect from you and/or your insurance company (as the case may be) any additional sums due as a result thereof. Such additional sums will be charged by us by using the same payment method used for the respective Booking Request.
4.3 The currencies in which the Total Fees are quoted, and the acceptable payment methods, shall be as specified on the Platform. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Services and Booking Request. We may require additional information from you before completing payment transactions.
4.4 Upon registration, and any additional usage, you shall inform us about any payment-relevant arrangements between you and your insurance company (if any) and you may choose whether to let us keep the billing information (if applicable) you provided to us for our future usage, in connection with any additional Services you may decide to obtain from the Platform. Your billing information will be kept secure and used only for payment for additional Services ordered by you, as indicated by usage of your Credentials. You must verify that your billing information (whether provided by you upon usage, or retained by us) is current, complete, and accurate, and notify us in case of any change in your billing information which you asked us to retain.
4.5 All your payment obligations (if any) are non-cancelable and all Fees retained by HMTU are non-refundable, except as expressly provided herein. If you terminate your Account and using the Platform for any reason whatsoever, you shall not be entitled to any refund for any Fees you have paid to us.
4.6 Payment methods are processed and handled through (i) your insurance company, and/or (ii) relevant third party payment processors, such as mobile money, PayPal, credit cards and the like. Payment methods are therefore subject not only to these Terms of Use, but also the terms and conditions of such third parties.
4.7 For the avoidance of doubt, it is hereby clarified that any and all Fees, including payments to Registered Practitioners insofar as included in the Fees, shall be paid to the Registered Practitioners thorough us and our Platform, rather than directly by you or anyone on your behalf. In no event shall we, and/or any third party on our behalf, be liable to you for any damages or refund any amounts arising in connection with any direct payment made by you and/or any third party on your behalf to a Registered Practitioner.
5. NO DOCTOR-PATIENT RELATIONSHIP
Please note well that we do not provide medical advice, but only aim to connect to you to Practitioners that can provide medical advice, and any and all content and information provided and/or made available to End-Users on the Platform is not intended to be a substitute for professional medical advice, diagnosis, treatment or other healthcare service. The Platform and Services are an informational resource for End-Users and Practitioners and designed for searching, scheduling and payment purposes only. The Services do not create any doctor-patient relationship between you and us. We only assist you to find an appropriate Practitioner in any field, make a Booking Request (only with respect to a Registered Practitioner) and pay him or her. For removal of doubt, any healthcare service provided to You by any Practitioner shall in no event be implied or deemed as being an advice and/or consulting service that is provided by or on behalf of HMTH. We are not responsible for any medical advice, treatment or other healthcare services received by you from any Practitioner. All medically related information, including, without limitation, information shared via the Platform, HMTU emails and text messages, and HMTU advertising, comes from independent healthcare professionals and organizations and is for informational purposes only. You must resolve any dispute between you or any Practitioner arising from any transaction hereunder directly with the Practitioner.
6. AUTHORIZATION AND ACKNOWLEDGEMENT
6.1 In connection with using the Platform to find an Index Expert and/or a Registered Practitioner and schedule Appointment with any such Practitioner, you understand that you are solely responsible for choosing the index expert and/or the registered practitioner. HMTU makes reasonable efforts to ensure that Registered Practitioners only participate in the Platform if they hold all active licenses required by law to practice the specialties of the services offered by them. HMTU may exclude Practitioners who, in HMTU's discretion, have engaged in inappropriate or unprofessional conduct. Without derogating from the above, it is clarified that HMTU makes no representations or warranties of any kind, express or implied, with respect to any information related to Index Experts, including with respect to the completeness, accuracy and/or reliability of any such information and/or the quality of the services provided by the Index Experts.
6.2 To help you find Practitioners who may be suitable for your needs, and enable the maximum choice and diversity of Practitioners participating in the Platform, we will provide you with lists and/or profiles of Practitioners. These results are based on (i) information that you provide to us, such as geographical location and healthcare specialty, and (ii) other criteria, such as Practitioner’s availability, past selections by and/or ratings of Practitioners by you or by other End-Users, and past experience of End-Users with Practitioners. Note that HMTU (a) does not recommend or endorse any Practitioners, (b) does not make any representations or warranties with respect to these Practitioners or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Practitioners for featuring them (i.e., higher or better placement on lists) through the Platform.
6.3 HMTU may enable you to schedule Appointments with Practitioners taking place remotely by video conference or other means of telecommunication, only in certain specific jurisdictions allowing the remote diagnosis and treatment of patients by means of telecommunications technology (“Telemedicine”). You acknowledge that you may not use any means of hiding, concealing or obscuring your geographic location or IP address (such as a VPN) in order to access such Telemedicine services where prohibited or limited under applicable law, and you alone shall be fully responsible (including provision of indemnification under section 16 below) for any claim, damage or liability incurred by HMTU or by a Practitioner as a result of such actions on your part.
6.4 Please be aware that the Practitioner will not be able to prescribe through the Platform any medicine listed under the prohibited lists locally applicable for Telemedicine guidelines (e.g., psychiatric medicines). Likewise, the Practitioner shall not issue prescriptions for controlled substances or other substances which may be harmful because of their potential for abuse (for example, medications for insomnia, depression, and/or anxiety).
6.5 The Practitioner will determine or decide if a prescription can be provided to you, including on a “cross border” basis, according to the location from which you are taking the consultation. For this purpose, you must make certain that your Practitioner is aware of your exact location at the moment of receiving a Telemedicine consultation. You can identify in advance via the Platform if each one of the listed Telemedicine Practitioners can provide you with a prescription according to your current location. It is your decision and responsibility to select a Practitioner with immediate availability and/or speaking your preferred language, or to select one that is identified as enabled to prescribe in your location.
6.6 For the avoidance of doubt, whenever your Practitioner provides you with a prescription, HMTU is not liable for neither the medicines dispensed by the pharmacy in which you decide to purchase, nor for the medical assessment conducted by the Practitioner in relation to the prescribed or provided medicine.
7. USER CONTENT; REVIEWS
7.1 You are encouraged to submit to HMTU reviews of the Practitioners whose healthcare services you have ordered via the Platform and received (the “Reviews”). HMTU, at its sole discretion, may publish such Reviews or parts thereof on the Platform, to be accessed by other End-Users. HMTU shall not be responsible for the contents of Reviews and shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all content from Reviews, except as required by applicable law.
7.2.1 HMTU does not allow Reviews that:
• are fraudulent, false, misleading, or deceptive;
• do not represent the author’s personal experience;
• are incentivized by a promise for payment, additional services, or a discounted rate;
• are motivated by a threat of extortion or a suggestion of financial gain; or
• are otherwise in contradiction of any applicable law.
7.3 It is important that you act responsibly when providing your Reviews. HMTU reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use, including without limitation, removing any offending communication from the Platform and terminating the Account of such violators or blocking your use of the Platform.
8. CONTENT
8.1 We may, but have no obligation to, publish any content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found via the Platform (“Content“) that is reviewed by our editorial personnel. No party (including HMTU) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.
8.2 The procedures, products, services and devices discussed and/or marketed through the Platform are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Platform by advertisers and other participants of the Platform, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
8.3 All the Content is owned by us, Practitioners, or our respective licensors, and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Platform and any underlying technology or software used in connection with the Platform contain HMTU’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Platform. You may print, download, and store information from the Platform for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Platform or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither HMTU nor its suppliers grant you any express or implied rights, and all rights in the Platform and the Services not expressly granted by HMTU to you are retained by HMTU.
9. INTELLECTUAL PROPERTY
9.1 The Platform, including without limitation, the proprietary algorithms and methods, inventions, patents and patent applications, copyrightable material, graphics, text, sounds, music, designs, specifications, data, technical data, videos, interactive features, software (source and/or object code), files, interface, GUI and trade secrets pertaining thereto (collectively, “Intellectual Property“), are fully owned by or licensed to HMTU and are subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. Notwithstanding the above, certain content and features made available or displayed through the Platform, including without limitation, graphics, photos, sounds, music, videos, interactive features, software, scripts, interface, trademarks, service marks and logos may be owned by third parties.
9.2 HMTU’s logo and other commercial identifiers we use in connection with the Platform are all trademarks and/or trade names belonging to us or our third party licensors, whether registered or not. No right, license, or interest to such trademarks or trade names is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks and/or trade names.
9.3 HMTU hereby grants you a non-exclusive revocable right to use the Platform, solely for the purpose of using your Account subject to the limitations and restrictions provided for herein. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property not as explicitly permitted to you under these Terms of Use.
9.4 Subject to the limitations and restrictions provided herein, you hereby grant HMTU an irrevocable, perpetual, worldwide, transferable, assignable, sub licensable, exclusive, royalty free right and license to use, exploit and commercialize without restriction any information placed by you within the Platform and/or provided by you through the Platform, including your Reviews, and any and all intellectual property rights therein or thereunder. For the avoidance of doubt, this does not include information relating to your medical condition; HMTU's only usage of such information will be forwarding it to the relevant Registered Practitioners.
9.5 In addition, you will not plagiarize any third party’s material. You hereby agree that any content that you upload to the Platform, and/or any information you provide to the Platform or Users does not and will not violate third-party rights of any kind. You hereby undertake to indemnify HMTU for any claims brought by third parties related to any intellectual rights infringement.
10. YOUR PERSONAL INFORMATION
Protecting End-Users’ privacy and keeping your information secure are among our biggest priorities. Our Privacy Policy details how we may use the information you provide us with.
11. RESTRICTIONS OF USE
11.1 While using the Platform, there are certain types of behaviors which are strictly prohibited, as appear in the list below. Please read this list carefully. Your failure to comply with the provisions set forth herein may result in the suspension or blocking of your Account and using of the Platform, and may also expose you to civil and/or criminal liability.
11.2 You may not, whether by Yourself or anyone on Your behalf:
11.2.1 copy, modify, alter, adapt, make available, translate, reverse engineer, decompile, or disassemble any portion of the Platform.
11.2.2 create a browser, frame, border environment or GUI around the Platform;
11.2.3 interfere with or disrupt the operation of the Platform, or the servers or networks that host the Platform, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
11.2.4 interfere with or violate other Users’ rights to privacy (including, without limitation, other End-Users and the Practitioners listed on the Platform), or harvest or collect data and information about other Users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Platform and/or retrieve index and/or data-mine information;
11.2.5 impersonate any person or entity or provide false or misleading personal information, including without limitation, providing false or misleading billing information;
11.2.6 transmit or otherwise make available through or in connection with the Platform any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, malware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
11.2.7 use the Platform for any illegal, unlawful, inappropriate or unauthorized purposes, or conduct any act, or omit to conduct an act, in a way that is in violation with applicable local, national or international laws and regulations;
11.2.8 use the Platform to defame, abuse, harass, stalk, ridicule, mock, threaten, or otherwise harm and violate the legal rights of the other End-Users, the Practitioners and/or any other persons by posting any inappropriate content or otherwise;
11.2.9 use the Platform for any commercial or non-personal purposes, including any usage which generates any revenues, whether directly or indirectly (other than under your Account), without our prior written consent; or
11.2.10 contact, communicate with, or exchange information with any Practitioner (other than through the Platform) prior to your first visit to him/her.
12. LINKS TO OTHER WEBSITES
While using the Platform, you may encounter links to other websites. These links are provided for your convenience only and 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 other websites. Although we attempt to link only to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.
13. TERM AND TERMINATION
13.1 These Terms shall be in effect as of the date on which you accept and agree to these Terms of Use, and until terminated by either party, for any reason and at any time by providing ten (10) day written notice (by email) to the other party.
13.2 However, HMTU may terminate these Terms of Use with you immediately upon any of the following events:
(i) breach by you of any term of these Terms of Use;
(ii) careless behavior that causes disruption to the Platform;
(iii) your failure to communicate in a polite and courteous manner with Users or our staff;
(iv) abusive comments or profane language to any Practitioner; and
(v) negligence, fraud, or willful misconduct.
13.3 Upon termination of these Terms of Use, you will not be able to use the Platform, your Account will be suspended or terminated and all Booking Requests submitted by you will be cancelled.
14. DISCLAIMER AND WARRANTIES
14.1 The services and/or platform are provided here on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, express or implied, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose. Further, HMTU reserves the right to temporarily or permanently terminate or cease the operation of the services and/or platform, at its sole discretion and without notice to you, as set forth herein, and you hereby release HMTU from any claim or demand in connection thereto.
14.2 the services and/or platform are not intended to be a substitute for professional emergency medical treatment, diagnosis, or treatment. Do not disregard medical advice or delay in seeking immediate medical emergency solutions (such as calling an emergency number or transporting directly to an emergency room) because of something you have read on the platform.
14.3 we do not warrant that the use of the services and/or platform will be uninterrupted or error-free. We may correct, modify, amend, enhance, improve and make any other changes to the services and/or platform in whole or in part, at any time.
14.4 we make no representation regarding the availability, accuracy, completeness, safety, legality, quality and/or suitability of the services and/or platform and/or any of the information provided by users, disclaim all warranties and conditions with regard to the use of the services and/or platform, and we are not and shall not be responsible for any error, fault or mistake of any and all content, including any content contained on the platform, and information received through it.
14.5 we do not warrant nor guarantee any content and information provided through using the services and/or platform, and/or any of the information provided by users, and assume no liability with respect to such content and information. You should not rely on the accuracy of such content and information. We cannot and do not assume any responsibility for updating or correcting any such content and/or information once it has been given. Further, HMTU makes no claim that the content of the services and/or the platform and the use thereof is or may be in the future, appropriate or permitted under laws applicable to you. You must ensure that using the platform for receiving the services is at all times in compliance with the laws of the jurisdiction in which you reside and/or receive the services.
14.6 in conjunction with our service, we may offer you access to third party services, including but not limited to translation services in connection with your appointments with practitioners via teleconference or otherwise. It is clarified that such translation services are provided by third parties which are not affiliated with HMTU and not under HMTU’s control in any respect. We cannot and do not assume any responsibility for such translation services, including any mistranslation or inaccuracy which may occur therein. Any appointment will be concluded with practitioner’s written summary which will supersede any translator’s description, and you must rely exclusively on such summary in any case of conflict with a translator’s description.
15. LIMITATION OF LIABILITY
15.1 The use of, and the reliance on any information provided through, the Services and/or the Platform is solely at your own risk. You shall be liable for any damages whatsoever including, but not limited to, indirect, special, incidental or consequential damages of any kind, whether in an action of contract, negligence or other tortuous action resulting from or arising out of the services and/or advice provided by you to users, including, but not limited to, any damages, loss or costs suffered by HMTU and/or a user to whom you offered/provided your services, nor shall we be liable for any damage caused to you by any of the users, regardless of whether we or an authorized representative of ours has been advised of the possibility of such damages. You hereby release us from any liability for any damage caused to you in connection with your use of the Services and/or Platform, including but not limited to any damages caused to you due to or in connection with any healthcare services offered/provided to you by Practitioners, and any damages caused to you due to or in connection with any translation issues with respect to any discussion between you and any Practitioner, except where liability is mandatory, in which event liability for damages shall be limited to the amount of Fees actually paid by you to HMTU over the six (6) month period preceding the cause of liability.
15.2 HMTU and its respective officers, directors, employees, agents and shareholders shall in no event be liable to you for any indirect, incidental, consequential, special, punitive or exemplary damages (including but not limited to loss of revenue and/or profits) arising in connection with the healthcare services offered/provided to you by Practitioner.
16. INDEMNIFICATION
16.1 You agree to defend, indemnify and hold harmless us, and our affiliates, and the respective officers, directors, employees, shareholders and agents, from and against any and all claims, damages, suits, judgments, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Platform; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right; (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party by using the Platform; and (v) any claim, action or demand made in connection to the healthcare services offered/provided to you by Practitioners, or any Content. This defense and indemnification obligation will survive these Terms of Use.
16.2 In the event of any dispute related to a transaction concluded between you and any Practitioner, you agree to release HMTU, its affiliates and their respective directors, employees, officers, shareholders and agents from any claims and demands which you may have against a respective Practitioner in relation to such dispute.
17. MISCELLANEOUS
17.1 Any claim relating to the Platform or its use thereof will be governed by and interpreted in accordance with the laws of the republic of Uganda, without reference to its conflict-of-laws principles, subject to any legislation applicable to you personally that mandates otherwise, such as consumer protection laws. For example, if you are a citizen of the another country, your local jurisdiction may apply.
17.2 Any dispute arising out of or related to these Terms of Use and/or your use of the Platform will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of high court of Uganda, subject to any legislation applicable to you personally that mandates otherwise, such as consumer protection laws. For example, if you are a citizen of the another country, you may have a right to seek legal recourse at a different venue.
17.3 These Terms of Use may not be assigned, and the rights hereunder may not be pledged or delegated by you without the prior written consent of HMTU.
17.4 If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions.
17.5 No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
17.6 These Terms of Use constitute the entire terms and conditions between you and HMTU relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us.
17.7 These Terms of Use were originally written in English, and we may translate them into other languages for your convenience. At any time, you may access and view the updated English version of these Terms at capital doctors.com/terms-of-use. In any contradiction between the versions of these Terms of Use, the provisions of the English version shall prevail.
17.8 If you feel that any of your personal rights has been compromised by us please contact us at: humurateams.medical@gmail.com and we will exert our best efforts to handle your complaint.
AFFILIATE
1. INTRODUCTION
1.1 Humura Medical Teams Uganda SMC Ltd (HMTU)(“company” or “we”) is a Ugandan company having a place of business in Kampala Uganda's capital, that operates and holds rights in the internet website capital-doctors.com (the “Website”) and the mobile application capital doctors (whether branded thus or otherwise, the “App”). The App and/or the Website, whether severally or jointly, shall be referred to herein as the “Platform”.
1.2 The Platform is designed to help you, users of the Website and/or App who require the assistance of healthcare specialists (“you” or “End-Users”), to find doctors, dentists, emergency evacuations, hospitals/clinics, labs and other healthcare specialists from those listed on the Platform who may be suitable for your needs (collectively, “Registered Practitioners”, and together with the End-Users the “Users”), to enable the maximum choice and diversity of Registered Practitioners, and to make a booking request with respect to medical services needed. The Platform may also make available for End-Users certain information related to such other doctors, dentists, emergency evacuations, hospitals/clinics, labs and other healthcare specialists who are not listed as Registered Practitioners on the Platform (the “Index Experts:”, and together with the Registered Practitioners – the “Practitioners:), which information is based solely on public information and/or advertisements made available online or otherwise, whether directly or indirectly, by the Index Experts. The Platform provides the End-Users with lists and/or profiles of Practitioners (collectively, the “Services”), which may be based, inter alia, on
(i) information that the Practitioners make available to HMTU or publicly at internet websites, such as certifications, experience, geographical location, and healthcare specialty, and/or
(ii) other criteria to be determined by us, such as Practitioner’s availability, past selections by End-Users, ratings and/or recommendations of the Practitioner by the End-Users.
1.3 HMTU invites you to use the Platform, find Practitioners you need, and make Booking Requests (as defined below) for professional medical services/expertise.
1.4 You must agree to the following terms of use (the “Terms of Use”) as a condition to use the Platform and make Booking Requests through the Platform. Please read the Terms of Use carefully, as they will, together with our Privacy Policy published on our website, which is incorporated herein by reference (the “Privacy Policy”), constitute a legal and binding agreement between you and us upon accepting these Terms of Use as set forth below or upon your usage of the Platform.
1.5 Important: By clicking the “I ACCEPT” button you agree and signify that you have read and understood these terms of use, as may be amended and updated from time to time. Hence, we urge you to check from time to time to see if we have updated these terms of use. If you do not agree to any of the terms and conditions of this document – do not click on the “i accept” button and do not use the platform. Your usage of the platform shall also be deemed as acceptance of these terms of use. The most current version of these terms of use is always available at capital-doctor.com.
1.6 Please note that we offer the Platform “AS IS” and without warranties. If you create an account or use the Platform on behalf of an individual other than yourself, you represent that you are authorized by such individual or entity to accept these Terms of Use on such individual’s or entity’s behalf.
1.7 The Platform and Services are intended to be accessed solely for persons who are 18 or older. Any access to the Platform or Services by anyone under 18 is expressly prohibited. By accessing the Platform or Services you represent and warrant that you are 18 or older and possess legal capacity. However, you are allowed to use the Platform and Services in order to make Appointments for your children (including under the age of 18) and for any others for whom you are a legal guardian.
2. USE OF THE PLATFORM
2.1 To benefit from the Services we offer, you may be required to create an End-User account (“Account”) by filling out an on-line registration form and provide certain basic information about yourself, which you authorize us to use and disclose as described in our Privacy Policy.
2.2 You acknowledge that HMTU will have the right to reject your application to create an Account at its sole and absolute discretion. However, please be informed that HMTU may, but is not obligated to, perform verification of any submitted information. Once your Account is created, you will be considered a registered End-User and will be able to make Booking Requests.
2.3 You acknowledge and agree that creating an Account and uploading any content and information under your profile shall be at your own risk only. You must evaluate and bear all risks associated with the use of the Platform, booking and receiving the Services from the Platform, and sharing medical information.
2.4 HMTU reserves the right to (i) suspend, at any time, temporarily or permanently your Account at its sole and absolute discretion; and/or to (ii) modify and/or alter any feature and/or functions currently available or that may be available in the future on the Platform, without notice to you, and at its sole discretion. You hereby waive and release HMTU from any claims or demand in relation to any of the actions in sections (i) and (ii).
2.5 When you create an Account, you will create a login and a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to humurateams.medical@gmail.com .
3. BOOKING REQUESTS & CANCELLATION POLICY
3.1 Following the opening of an Account, you will be able to choose Practitioners you may need and make booking requests for appointment only with Registered Practitioners (“Booking Request”). Once your Booking Request will be confirmed by a Practitioner, you will be provided with all the details of an anticipated appointment, which is finally scheduled (the “Appointment”).
3.2 In the occasion you opt to submit a Booking Request, (i) to the extent applicable, any and all payments shall be covered by you directly or your insurance company, in which case you shall not be charged directly by us, or (ii) we may initially file an inquiry with your credit card provider (in accordance with the information provided by you in your registration form), thereafter, we will reserve the initial applicable Fees (as defined below) upon confirmation of the Appointment, and finally, make the final charge of Fees only after the Registered Practitioner confirms that the Appointment took place.
3.3 You irrevocably agree that in the event your insurance company refuses to cover the pending Fees for any Booking Request, for any reason including (but not limited to) your pre-existing medical history, then HMTU will charge you directly using your selected method of payment (regardless of any earlier agreement or statement) and by accessing the Services, you irrevocably waive any claim that we should have attempted to charge your insurance company rather than you.
3.4. You may communicate about any expected delay or cancellation, no later than 3 (three) hours prior to the scheduled time of Appointment. Any later change or cancellation of a Booking Request (including but not limited to your failure to show up on time to an Appointment, without advance notification as required herein) shall be subject to the full withholding of the Fees charged from you with respect to such Booking Request.
3.5 Notwithstanding the aforesaid, certain types of Appointment can not be refunded once scheduled:
(i) Appointments with certain Registered Practitioners who require HMTU to pay upon scheduling an Appointment; and
(ii) “First available doctor” appointments, in cases of emergency in which you submit a request to the first available Registered Practitioner (and not to a specific Registered Practitioner), from such time as any Registered Practitioner approves the request and the Appointment is scheduled.
In these cases, no rescheduling, delay or cancellation are possible once the Booking Request has been confirmed, and any such action may result in a full withholding of the Fees charged. Please note that for each such case, HMTU will notify you of such issue at the time of the Booking Request, such that a non-cancellable Booking Request shall only be made upon your confirmation.
3.6 For the avoidance of doubt, Practitioners may at times be late to Appointments (considering the nature of the medical profession and the fact that doctors handle medical emergencies, make home visits etc.). You will not be entitled to compensation from HMTU, the Practitioner or any third party for Practitioner’s being late to, or even entirely missing an Appointment. In addition, should you choose to leave and not wait for the Practitioner to attend a scheduled Appointment, you will not be entitled to any reimbursement of the Fees due or paid from you with respect to the Appointment, for so long as the Practitioner’s delay is reasonable at HMTU's reasonable discretion.
4. PAYMENT
4.1 “Fees” means collectively the total amounts charged by HMTU from an End-User (and/or from his or her insurance company, if applicable) for the use of the Services, plus any applicable taxes and any surcharges or commissions charged by the payment processor or your payment method. The Fees will be displayed to the End-User and/or its insurance company (as the case may be) for confirmation when the End-User is asked whether he or she wishes to make a Booking Request.
4.2 HMTU shall make the relevant inquiries and charge the applicable Fees, as further described above. HMTU expressly reserves its right to process payments and exercise any right under this Section 4 either directly or through its corporate affiliate or subsidiary, at HMTU's sole discretion. Should any part of the Fees attributable to the healthcare services provided by a Registered Practitioner be corrected or updated by the respective Registered Practitioner following the relevant Appointment, we will collect from you and/or your insurance company (as the case may be) any additional sums due as a result thereof. Such additional sums will be charged by us by using the same payment method used for the respective Booking Request.
4.3 The currencies in which the Total Fees are quoted, and the acceptable payment methods, shall be as specified on the Platform. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Services and Booking Request. We may require additional information from you before completing payment transactions.
4.4 Upon registration, and any additional usage, you shall inform us about any payment-relevant arrangements between you and your insurance company (if any) and you may choose whether to let us keep the billing information (if applicable) you provided to us for our future usage, in connection with any additional Services you may decide to obtain from the Platform. Your billing information will be kept secure and used only for payment for additional Services ordered by you, as indicated by usage of your Credentials. You must verify that your billing information (whether provided by you upon usage, or retained by us) is current, complete, and accurate, and notify us in case of any change in your billing information which you asked us to retain.
4.5 All your payment obligations (if any) are non-cancelable and all Fees retained by HMTU are non-refundable, except as expressly provided herein. If you terminate your Account and using the Platform for any reason whatsoever, you shall not be entitled to any refund for any Fees you have paid to us.
4.6 Payment methods are processed and handled through (i) your insurance company, and/or (ii) relevant third party payment processors, such as mobile money, PayPal, credit cards and the like. Payment methods are therefore subject not only to these Terms of Use, but also the terms and conditions of such third parties.
4.7 For the avoidance of doubt, it is hereby clarified that any and all Fees, including payments to Registered Practitioners insofar as included in the Fees, shall be paid to the Registered Practitioners thorough us and our Platform, rather than directly by you or anyone on your behalf. In no event shall we, and/or any third party on our behalf, be liable to you for any damages or refund any amounts arising in connection with any direct payment made by you and/or any third party on your behalf to a Registered Practitioner.
5. NO DOCTOR-PATIENT RELATIONSHIP
Please note well that we do not provide medical advice, but only aim to connect to you to Practitioners that can provide medical advice, and any and all content and information provided and/or made available to End-Users on the Platform is not intended to be a substitute for professional medical advice, diagnosis, treatment or other healthcare service. The Platform and Services are an informational resource for End-Users and Practitioners and designed for searching, scheduling and payment purposes only. The Services do not create any doctor-patient relationship between you and us. We only assist you to find an appropriate Practitioner in any field, make a Booking Request (only with respect to a Registered Practitioner) and pay him or her. For removal of doubt, any healthcare service provided to You by any Practitioner shall in no event be implied or deemed as being an advice and/or consulting service that is provided by or on behalf of HMTH. We are not responsible for any medical advice, treatment or other healthcare services received by you from any Practitioner. All medically related information, including, without limitation, information shared via the Platform, HMTU emails and text messages, and HMTU advertising, comes from independent healthcare professionals and organizations and is for informational purposes only. You must resolve any dispute between you or any Practitioner arising from any transaction hereunder directly with the Practitioner.
6. AUTHORIZATION AND ACKNOWLEDGEMENT
6.1 In connection with using the Platform to find an Index Expert and/or a Registered Practitioner and schedule Appointment with any such Practitioner, you understand that you are solely responsible for choosing the index expert and/or the registered practitioner. HMTU makes reasonable efforts to ensure that Registered Practitioners only participate in the Platform if they hold all active licenses required by law to practice the specialties of the services offered by them. HMTU may exclude Practitioners who, in HMTU's discretion, have engaged in inappropriate or unprofessional conduct. Without derogating from the above, it is clarified that HMTU makes no representations or warranties of any kind, express or implied, with respect to any information related to Index Experts, including with respect to the completeness, accuracy and/or reliability of any such information and/or the quality of the services provided by the Index Experts.
6.2 To help you find Practitioners who may be suitable for your needs, and enable the maximum choice and diversity of Practitioners participating in the Platform, we will provide you with lists and/or profiles of Practitioners. These results are based on (i) information that you provide to us, such as geographical location and healthcare specialty, and (ii) other criteria, such as Practitioner’s availability, past selections by and/or ratings of Practitioners by you or by other End-Users, and past experience of End-Users with Practitioners. Note that HMTU (a) does not recommend or endorse any Practitioners, (b) does not make any representations or warranties with respect to these Practitioners or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Practitioners for featuring them (i.e., higher or better placement on lists) through the Platform.
6.3 HMTU may enable you to schedule Appointments with Practitioners taking place remotely by video conference or other means of telecommunication, only in certain specific jurisdictions allowing the remote diagnosis and treatment of patients by means of telecommunications technology (“Telemedicine”). You acknowledge that you may not use any means of hiding, concealing or obscuring your geographic location or IP address (such as a VPN) in order to access such Telemedicine services where prohibited or limited under applicable law, and you alone shall be fully responsible (including provision of indemnification under section 16 below) for any claim, damage or liability incurred by HMTU or by a Practitioner as a result of such actions on your part.
6.4 Please be aware that the Practitioner will not be able to prescribe through the Platform any medicine listed under the prohibited lists locally applicable for Telemedicine guidelines (e.g., psychiatric medicines). Likewise, the Practitioner shall not issue prescriptions for controlled substances or other substances which may be harmful because of their potential for abuse (for example, medications for insomnia, depression, and/or anxiety).
6.5 The Practitioner will determine or decide if a prescription can be provided to you, including on a “cross border” basis, according to the location from which you are taking the consultation. For this purpose, you must make certain that your Practitioner is aware of your exact location at the moment of receiving a Telemedicine consultation. You can identify in advance via the Platform if each one of the listed Telemedicine Practitioners can provide you with a prescription according to your current location. It is your decision and responsibility to select a Practitioner with immediate availability and/or speaking your preferred language, or to select one that is identified as enabled to prescribe in your location.
6.6 For the avoidance of doubt, whenever your Practitioner provides you with a prescription, HMTU is not liable for neither the medicines dispensed by the pharmacy in which you decide to purchase, nor for the medical assessment conducted by the Practitioner in relation to the prescribed or provided medicine.
7. USER CONTENT; REVIEWS
7.1 You are encouraged to submit to HMTU reviews of the Practitioners whose healthcare services you have ordered via the Platform and received (the “Reviews”). HMTU, at its sole discretion, may publish such Reviews or parts thereof on the Platform, to be accessed by other End-Users. HMTU shall not be responsible for the contents of Reviews and shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all content from Reviews, except as required by applicable law.
7.2.1 HMTU does not allow Reviews that:
• are fraudulent, false, misleading, or deceptive;
• do not represent the author’s personal experience;
• are incentivized by a promise for payment, additional services, or a discounted rate;
• are motivated by a threat of extortion or a suggestion of financial gain; or
• are otherwise in contradiction of any applicable law.
7.3 It is important that you act responsibly when providing your Reviews. HMTU reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use, including without limitation, removing any offending communication from the Platform and terminating the Account of such violators or blocking your use of the Platform.
8. CONTENT
8.1 We may, but have no obligation to, publish any content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found via the Platform (“Content“) that is reviewed by our editorial personnel. No party (including HMTU) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.
8.2 The procedures, products, services and devices discussed and/or marketed through the Platform are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Platform by advertisers and other participants of the Platform, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
8.3 All the Content is owned by us, Practitioners, or our respective licensors, and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Platform and any underlying technology or software used in connection with the Platform contain HMTU’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Platform. You may print, download, and store information from the Platform for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Platform or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither HMTU nor its suppliers grant you any express or implied rights, and all rights in the Platform and the Services not expressly granted by HMTU to you are retained by HMTU.
9. INTELLECTUAL PROPERTY
9.1 The Platform, including without limitation, the proprietary algorithms and methods, inventions, patents and patent applications, copyrightable material, graphics, text, sounds, music, designs, specifications, data, technical data, videos, interactive features, software (source and/or object code), files, interface, GUI and trade secrets pertaining thereto (collectively, “Intellectual Property“), are fully owned by or licensed to HMTU and are subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. Notwithstanding the above, certain content and features made available or displayed through the Platform, including without limitation, graphics, photos, sounds, music, videos, interactive features, software, scripts, interface, trademarks, service marks and logos may be owned by third parties.
9.2 HMTU’s logo and other commercial identifiers we use in connection with the Platform are all trademarks and/or trade names belonging to us or our third party licensors, whether registered or not. No right, license, or interest to such trademarks or trade names is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks and/or trade names.
9.3 HMTU hereby grants you a non-exclusive revocable right to use the Platform, solely for the purpose of using your Account subject to the limitations and restrictions provided for herein. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property not as explicitly permitted to you under these Terms of Use.
9.4 Subject to the limitations and restrictions provided herein, you hereby grant HMTU an irrevocable, perpetual, worldwide, transferable, assignable, sub licensable, exclusive, royalty free right and license to use, exploit and commercialize without restriction any information placed by you within the Platform and/or provided by you through the Platform, including your Reviews, and any and all intellectual property rights therein or thereunder. For the avoidance of doubt, this does not include information relating to your medical condition; HMTU's only usage of such information will be forwarding it to the relevant Registered Practitioners.
9.5 In addition, you will not plagiarize any third party’s material. You hereby agree that any content that you upload to the Platform, and/or any information you provide to the Platform or Users does not and will not violate third-party rights of any kind. You hereby undertake to indemnify HMTU for any claims brought by third parties related to any intellectual rights infringement.
10. YOUR PERSONAL INFORMATION
Protecting End-Users’ privacy and keeping your information secure are among our biggest priorities. Our Privacy Policy details how we may use the information you provide us with.
11. RESTRICTIONS OF USE
11.1 While using the Platform, there are certain types of behaviors which are strictly prohibited, as appear in the list below. Please read this list carefully. Your failure to comply with the provisions set forth herein may result in the suspension or blocking of your Account and using of the Platform, and may also expose you to civil and/or criminal liability.
11.2 You may not, whether by Yourself or anyone on Your behalf:
11.2.1 copy, modify, alter, adapt, make available, translate, reverse engineer, decompile, or disassemble any portion of the Platform.
11.2.2 create a browser, frame, border environment or GUI around the Platform;
11.2.3 interfere with or disrupt the operation of the Platform, or the servers or networks that host the Platform, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
11.2.4 interfere with or violate other Users’ rights to privacy (including, without limitation, other End-Users and the Practitioners listed on the Platform), or harvest or collect data and information about other Users without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Platform and/or retrieve index and/or data-mine information;
11.2.5 impersonate any person or entity or provide false or misleading personal information, including without limitation, providing false or misleading billing information;
11.2.6 transmit or otherwise make available through or in connection with the Platform any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, malware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
11.2.7 use the Platform for any illegal, unlawful, inappropriate or unauthorized purposes, or conduct any act, or omit to conduct an act, in a way that is in violation with applicable local, national or international laws and regulations;
11.2.8 use the Platform to defame, abuse, harass, stalk, ridicule, mock, threaten, or otherwise harm and violate the legal rights of the other End-Users, the Practitioners and/or any other persons by posting any inappropriate content or otherwise;
11.2.9 use the Platform for any commercial or non-personal purposes, including any usage which generates any revenues, whether directly or indirectly (other than under your Account), without our prior written consent; or
11.2.10 contact, communicate with, or exchange information with any Practitioner (other than through the Platform) prior to your first visit to him/her.
12. LINKS TO OTHER WEBSITES
While using the Platform, you may encounter links to other websites. These links are provided for your convenience only and 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 other websites. Although we attempt to link only to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.
13. TERM AND TERMINATION
13.1 These Terms shall be in effect as of the date on which you accept and agree to these Terms of Use, and until terminated by either party, for any reason and at any time by providing ten (10) day written notice (by email) to the other party.
13.2 However, HMTU may terminate these Terms of Use with you immediately upon any of the following events:
(i) breach by you of any term of these Terms of Use;
(ii) careless behavior that causes disruption to the Platform;
(iii) your failure to communicate in a polite and courteous manner with Users or our staff;
(iv) abusive comments or profane language to any Practitioner; and
(v) negligence, fraud, or willful misconduct.
13.3 Upon termination of these Terms of Use, you will not be able to use the Platform, your Account will be suspended or terminated and all Booking Requests submitted by you will be cancelled.
14. DISCLAIMER AND WARRANTIES
14.1 The services and/or platform are provided here on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, express or implied, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose. Further, HMTU reserves the right to temporarily or permanently terminate or cease the operation of the services and/or platform, at its sole discretion and without notice to you, as set forth herein, and you hereby release HMTU from any claim or demand in connection thereto.
14.2 the services and/or platform are not intended to be a substitute for professional emergency medical treatment, diagnosis, or treatment. Do not disregard medical advice or delay in seeking immediate medical emergency solutions (such as calling an emergency number or transporting directly to an emergency room) because of something you have read on the platform.
14.3 we do not warrant that the use of the services and/or platform will be uninterrupted or error-free. We may correct, modify, amend, enhance, improve and make any other changes to the services and/or platform in whole or in part, at any time.
14.4 we make no representation regarding the availability, accuracy, completeness, safety, legality, quality and/or suitability of the services and/or platform and/or any of the information provided by users, disclaim all warranties and conditions with regard to the use of the services and/or platform, and we are not and shall not be responsible for any error, fault or mistake of any and all content, including any content contained on the platform, and information received through it.
14.5 we do not warrant nor guarantee any content and information provided through using the services and/or platform, and/or any of the information provided by users, and assume no liability with respect to such content and information. You should not rely on the accuracy of such content and information. We cannot and do not assume any responsibility for updating or correcting any such content and/or information once it has been given. Further, HMTU makes no claim that the content of the services and/or the platform and the use thereof is or may be in the future, appropriate or permitted under laws applicable to you. You must ensure that using the platform for receiving the services is at all times in compliance with the laws of the jurisdiction in which you reside and/or receive the services.
14.6 in cTerms of Use for the Affiliates
THESE TERMS OF USE (the “Terms”) govern the commercial relationship (the “Engagement”) between Humura Medical Teams Uganda SMC Ltd. (HMTU), a company incorporated under the laws of republic of Uganda, having its registered offices in mbarara Uganda (the “Company”), and any person or entity engaging with the Company under these Terms (the “Affiliate”) through a platform www.capital-doctors.com or Capital Doctors App (the "Platform").
The Company aims to expand its market presence and increase demand for its products by engaging affiliates to promote and market its products to new customers; and the Affiliate desires to participate in the Company’s affiliate program as a non-exclusive, independent contractor, utilizing the Platform to promote the Company’s products in accordance with these Terms.
Affiliate’s accessing the Platform to provide the Services, as defined below, will indicate and constitute the Affiliate’s acknowledgement, understanding, and agreement to the obligations and conditions outlined in these Terms, as follows:
DEFINITIONS:
“Content” shall mean any material, including but not limited to text, images, videos, or other media, created and published by the Affiliate for the purpose of promoting the Company and/or its Products to Potential Customers.
“Potential Customers” shall mean any customers or website visitors with whom the Company is not currently engaged, who are introduced to the Company and/ or its Products through the Affiliate’s Content or Services.
“Products” shall mean all assets, materials, and innovations of the Company, including but not limited to Company’s proprietary platform for connecting end users with medical service providers and any related intellectual property rights such as trademarks, copyrights, patents, trade secrets, know-how, and any improvements, modifications, or future developments thereto.
“Services” shall mean the activities undertaken by the Affiliate to promote the Company’s Products, including but not limited to preparing, publishing, and facilitating introductions to Potential Customers via the Content.
1. Scope of Engagement
1.1. Subject to the terms and conditions of these Terms, the Affiliate is authorized by the Company to promote and introduce the Company and its Products to Potential Customers. The Company retains sole and absolute discretion to accept or reject any Potential Customer introduced by the Affiliate and is under no obligation to enter into any business transaction with them, without the need to provide any explanation to the Affiliate. The Affiliate shall not, without the Company’s prior written approval:
Appoint any sub-contractors, agents, or representatives to market or promote the Company or its Products.
Engage in any subcontractor or multi-level marketing agreements concerning the promotion of the Company or its Products; or
Promote the Company or its Products in a manner that conflicts with the terms of these Terms or the Company’s instructions.
1.2. Notwithstanding anything herein to the contrary:
The Affiliate shall not have the right, power, or authority to enter into agreements, make promises, provide warranties, or otherwise commit the Company in any manner whatsoever.
Any agreements, engagements, promises, or commitments with Potential Customers shall be made directly by the Company, at its absolute and sole discretion.
The Company reserves the right, at its sole and absolute discretion, to reject any business combination or engagement with a Potential Customer. In such cases, the Affiliate shall not be entitled to any payment or compensation related thereto.
1.3.The Affiliate is prohibited from using the Company’s name, trade names, trademarks, logos, or any other intellectual property, except as expressly authorized in writing by the Company and solely for the purposes outlined in these Terms.
1.4. The Company reserves the exclusive right, at its sole and absolute discretion and without limitation to (i) establish branches, subsidiaries, affiliated entities, or other operations for the purpose of promoting, marketing, or distributing the Products; and/or (ii) appoint additional marketing agents, distributors, representatives, or any other third parties to market, promote, or distribute the Products.
2. Compensation and Payment Terms
2.1In consideration of the Affiliate’s Services to promote the Company and its Products to Potential Customers, the Affiliate shall be entitled to a commission as specified on the Platform, and subject to the terms and conditions outlined in these Terms.
3. Affiliate’s Representations
The Affiliate hereby represents, warrants, and covenants to the Company as follows:
3.1. The Affiliate possesses the requisite skills, expertise, and established relationships with Potential Customers necessary to perform the Services in a professional, efficient, and competent manner. The Affiliate further undertakes to perform the Services with the highest level of knowledge, experience, and diligence to the reasonable satisfaction of the Company and in the Company’s best interests.
3.2. Affiliate is neither restrained nor limited by, nor is it in breach of or in conflict with any agreement, instrument, law, order, regulation, or otherwise that prohibits it from, or restricts it in, entering into these Terms or performing its obligations hereunder.
3.3. The Affiliate acknowledges that all engagements with Potential Customers, including any terms and conditions, shall be negotiated and entered into solely by the Company. The Affiliate has no authority to bind the Company, make representations, or enter into agreements on behalf of the Company.
3.4. In the performance of its Services, the Affiliate shall fully comply with all applicable laws, regulations, and ordinances, including but not limited to: (a) Privacy laws regarding the collection, storage, and processing of data; (b) Anti-spam laws governing communications and promotional activities; and (c) All other legal obligations relevant to the Affiliate’s activities under these Terms.
3.5. The Affiliate agrees to indemnify and hold harmless the Company from any claims, liabilities, or damages arising out of the Affiliate’s breach of these representations and warranties or any violation of applicable law.
4. Marketing Rules and Guidelines
4.1. The Affiliate’s Services, including all Content and advertisements created and published by the Affiliate, must be truthful, accurate, and non-deceptive. The Affiliate shall ensure that all Content complies with applicable laws, rules, and regulations.
4.2. The Affiliate warrants that its website shall not: (a) Infringe upon the intellectual property, privacy, publicity, or other rights of the Company or any third party; (b) Violate any applicable law, regulation, or rule; (c) Contain content that is threatening, harassing, defamatory, racist, harmful to minors, or includes nudity, pornography, or sexually explicit material; (d) Include viruses, Trojan horses, or any other harmful software intended to damage, interfere with, intercept, or expropriate data or systems; (e) Utilize technology or software that attempts to intercept, divert, or redirect traffic to or from another website, or that may facilitate the diversion of affiliate commissions; (f) Copy, replicate, or mirror the design, appearance, or functionality of the Company’s website; or (g) Include unauthorized cookies, pop-ups, or similar intrusive technologies.
4.3. The Affiliate shall exclusively use the Affiliate’s trackable link provided by the Company, without manipulation or alteration. Upon request, the Affiliate must provide the Company with a comprehensive list of all domains utilizing the Affiliate’s trackable link, as registered in the Affiliate’s profile on the Platform.
4.4. Any email communication sent by the Affiliate to Potential Customers must: (a) Be sent on the Affiliate’s behalf and not imply it originates from or is endorsed by the Company; (b) Comply with all applicable laws, including antispam laws; and (c) Clearly disclose that the Affiliate is promoting the Company and its Products.
4.5. The Affiliate must include a disclosure statement (the “Statement”) in all Content, as required by applicable law. The Statement shall: (a) Be prominently placed at the beginning of the Content; (b) Clearly state that the Affiliate receives compensation from the Company for promoting its Products.
4.6.The Affiliate agrees to the following restrictions: (a) Paid marketing campaigns, including PPC (Pay-Per-Click), are prohibited unless explicitly approved in writing by the Company under terms mutually agreed upon; (b) The use of traffic sources that incentivize sign-ups through unrelated rewards or incentives is strictly prohibited; (c) The promotion of the Company and its Products on deal, coupon, or loyalty websites is not allowed; and (d) The use of the Company’s trademarks, whether registered or unregistered, in domain names is strictly forbidden.
4.7. If the Company requests clarifications or additional information from the Affiliate regarding any activity, orders, or clicks suspected to be in violation of these Terms, the Affiliate shall respond within seventy-two (72) hours with the requested details and documentation.
5. Term and Termination
5.1. These Terms shall be in force and effect between the Company and the Affiliate throughout the engagement, commencing upon the Affiliate’s acceptance of these Terms (by clickthrough, signature or implicitly by accessing the Platform) and until terminated in accordance with the provisions of Section 5.2 below.
5.2. The Engagement may be terminated by either the Affiliate or the Company at any time, for any or no reason, upon delivery of written notice of termination to the other party. For the avoidance of doubt, any payments owed under these Terms shall remain due and payable in full, notwithstanding any notice of termination or cancellation.
5.3. Upon termination of the Engagement for any reason:
Affiliate shall cease promoting and marketing the Products and Company;
Affiliate shall immediately and permanently refrain from making any representations or statements from which it might be inferred that any relationship exists between the Company and Affiliate; and
Affiliate shall promptly return to Company all Confidential Information and/or any such tangible property representing the Confidential Information (as defined in section 8 below) and all copies thereof; or, at Company’s written request, erase/delete any such Confidential Information held by it in electronic form; and shall confirm in writing to Company its compliance thereof.
6. Survival
6.1 The provisions outlined in Sections 4, 5, 7, 8, 9, and 10 shall remain in effect beyond the termination or expiration of these Terms.
7. Proprietary Rights
7.1. Except as otherwise expressly provided in these Terms, nothing in these Terms shall be construed to grant the Affiliate any right, license, title, or interest in or to the Company’s Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” shall mean all rights, titles, and interests, including without limitation, patent rights, copyrights, trade secrets, trademarks, service marks, trade names, domain names, works of authorship, designs, know-how, inventions, databases, computer software, and all other intellectual or industrial property rights of any kind, whether now existing or developed in the future, legally or beneficially owned by, developed for, or acquired by the Company.
7.2. The Company shall exclusively retain all rights, titles, and interests in and to its Intellectual Property Rights, including any future inventions, updates, enhancements, and developments related thereto. The Affiliate acknowledges that all such Intellectual Property Rights, including without limitation the Products and any materials provided by the Company, are and shall remain the exclusive property of the Company. (ii) The Affiliate shall exclusively retain all rights, titles, and interests in and to its own Intellectual Property Rights, including any materials, software, or other proprietary information independently developed by the Affiliate that is not derived from or incorporates the Company’s Confidential Information or Intellectual Property Rights.
7.3. The Affiliate agrees not to sell, convey, assign, transfer, sublicense, or otherwise use the Company’s Intellectual Property Rights except as expressly authorized under these Terms and solely for the performance of the Services.
8. Confidentiality
8.1.For the purpose of these Terms, “Confidential Information” shall mean any proprietary information disclosed by the Company, including without limitation information relating to Company’s know-how, products, specifications, and concepts; as well as information of a business and commercial nature, including without limitation customer and supplier lists, prospective customer leads, bills, ideas, financial and marketing information, price lists; in any form, and whether or not marked as confidential. “Confidential Information” shall not include information: (a) rightfully received by the Affiliate from a third party without a duty of confidentiality; (b) in the public domain; or (c) required to be disclosed pursuant to a court order, provided that Affiliate is given the opportunity to oppose or seek protection for the disclosure of such information.
8.2. The Affiliate shall use the Company’s Confidential Information solely for performing its obligations under these Terms and shall protect such information with at least the same level of care as it uses to protect its own confidential information, but not less than a reasonable degree of care. Confidential Information may only be shared with personnel who have a legitimate need to know and are bound by confidentiality obligations at least as stringent as those in these Terms.
8.3. Upon the expiration or termination of these Terms, or upon written request from the Company, the Affiliate shall promptly return or destroy all Confidential Information in its possession or control, including all copies or materials derived from such information. The Affiliate shall certify its compliance with this provision in writing upon request.
8.4. The confidentiality obligations set forth in these Terms shall survive the termination or expiration of these Terms for a period of five (5) years, unless such Confidential Information becomes publicly known through no fault of the
Affiliate.
8.5. Notwithstanding the confidentiality obligations herein, the Company may use the Affiliate’s name, brand, or logo for reasonable marketing purposes, such as identifying the Affiliate as a partner on the Company’s website or promotional materials, provided such use does not disparage or harm the Affiliate’s reputation.
9. Limitation of Liability
9.1 In no event shall company be liable for any special, punitive, indirect, incidental, or consequential losses or damages of any sort, including (but not limited to) damages of lost profits or lost business, whether or not such damages are foreseeable, arising under or in connection with these
Terms. In no event shall company’s liability arising out of or in connection with the engagement exceed the amounts paid
By the company to affiliate under these terms over the 12
Months period preceding the cause underlying the claim. The existence of more than one claim shall not increase these thresholds.
10.Indemnification
Affiliate shall indemnify Company for any cost, liability or harm (including, without limitation, reasonable attorneys’ fees and court costs) suffered or incurred by Company, its officers, directors, employees, and agents, and derived from: (i) Affiliate’s breach of any provision of these Terms and/or misrepresentation with respect to parties’ relationship hereunder, Products, Company and/or its activities and/or services; (ii) personal injury (or death) or tangible or intangible property damage (including loss of use); or (iii) the violation of any law, statute, ordinance or regulation.
11.Miscellaneous
11.1.The Affiliate represents and warrants that it is fully aware of, and shall comply with, all applicable anti-corruption and non-bribery laws and regulations in any jurisdiction relevant to its activities under these Terms. In
the performance of its obligations, the Affiliate shall not: (a) Engage in any activity or take any action that would violate applicable anti-corruption laws binding on the Affiliate or the Company; (b) Directly or indirectly offer, promise, make, or authorize any payment or transfer of value to any government official, employee, political party, candidate for political office, or any other third party, for the purpose of improperly influencing any decision, act, or omission related to the Company’s business or to obtain an improper advantage, or (c) Retain any government official or employee in connection with the performance of its obligations under these Terms or the Engagement.
11.2.The Affiliate shall not assign or subcontract any of its rights or obligations under these Terms without the prior written consent of the Company. The Company reserves the right to assign any of its rights or obligations hereunder at its sole discretion.
11.3.These Terms constitute the entire understanding between the Company and Affiliate with respect to the subject matter hereof and supersedes all previous agreements and undertaking between them. These Terms may be reasonably amended or modified by the Company from time to time (as shall be notified to Affiliate) and Affiliate’s decision to continue accessing the Platform will constitute Affiliate’s consent to such amendment or modification.
11.4.The Company’s failure to enforce any provision of these Terms or exercise any right hereunder shall not constitute a waiver or forfeiture of such rights.
11.5.These Terms do not create, nor shall it be construed as creating, an employer-employee relationship, agency, joint venture, or partnership between the Company and the Affiliate. The Affiliate represents and agrees that it is acting solely as an independent contractor of the Company. The Company shall bear no liability under applicable employment laws or for any obligations of the Affiliate’s personnel. The Company’s sole liability under these Terms is limited to the consideration specified in Section 2 of these Terms.
11.6.All notices or reports permitted or required under these Terms and during the Engagement shall be in writing in English and shall be delivered by personal delivery, express courier service (such as FedEx or UPS) requiring proof of delivery, certified or registered mail with return receipt requested, or by facsimile or electronic mail. Such notices shall be shall be conclusively deemed to have been duly given: (a) If mailed, five (5) business days after the date of mailing; (b) If sent by personal delivery or express courier service, upon delivery; and (c) If sent by facsimile or electronic mail, upon transmission, provided that if the transmission occurs on a non-business day, or outside regular business hours, the notice shall be deemed effective on the next business day.
11.7.These Terms shall be governed by, subject to and construed in accordance with the laws of the republic of Uganda. Affiliate hereby irrevocably submits to the jurisdiction of the competent courts in Uganda for the purpose of any suit, action or other proceeding arising out of this Agreement, and agrees that no such suit, action or proceeding shall be brought by it or its affiliates except in such courts.