Acceptance of Terms
These Terms of Service (“Terms”) govern access to and use of the platform, websites, APIs, and related services (collectively, the “Services”) provided by The Clinic FZ-LLC and its affiliates (“The Clinic,” “we,” “our,” or “us”). By creating an account, signing an Order Form, or otherwise using the Services, the customer (“Customer” or “you”) agrees to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it.
Accounts and Access
To use the Services, you must create an account and designate one or more administrators. You are responsible for the accuracy of account information, for safeguarding credentials, and for all activity occurring under your users' accounts. We recommend enabling multi-factor authentication and reviewing access regularly.
Access is granted only to individuals authorized by the Customer and bound by confidentiality obligations no less protective than those in these Terms.
Subscription and Billing
Subscriptions are sold on a term basis as described in the applicable Order Form. Unless otherwise stated, fees are invoiced in advance and payable within thirty (30) days of the invoice date. Subscriptions renew automatically for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.
All fees are exclusive of taxes, levies, and duties, which are the Customer's responsibility except for taxes based on our net income. Late amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.
Acceptable Use
You agree not to:
- Use the Services in violation of any law, regulation, or professional standard;
- Upload malicious code, attempt to probe, scan, or compromise the Services, or interfere with other customers;
- Reverse engineer the Services except to the extent expressly permitted by applicable law;
- Resell, sublicense, or provide the Services as a managed offering to third parties without our written consent;
- Upload content for which you lack the necessary rights, including patient information that your organization is not authorized to process.
We may suspend access to any user or tenant violating this section, with notice where practicable.
Customer Data Ownership
As between the parties, the Customer owns all Customer Data, including patient records, clinical notes, billing records, and other content uploaded to the Services. The Customer grants The Clinic a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Services in accordance with the DPA.
Confidentiality
Each party will protect the other's confidential information with the same degree of care it uses to protect its own confidential information, and no less than a reasonable standard of care. Confidential information may be used only to perform under these Terms and disclosed only to personnel with a need to know who are bound by confidentiality obligations.
Intellectual Property
The Services, including all software, models, user interfaces, documentation, and trademarks, are and remain the property of The Clinic and its licensors. Except for the limited right to use the Services granted in these Terms, no intellectual-property rights are transferred to the Customer. Feedback you provide may be used by us without restriction and without obligation.
Warranties and Disclaimers
We warrant that the Services will perform materially in accordance with the applicable documentation during the subscription term. As the sole remedy for a breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity or, if we cannot, the Customer may terminate the affected subscription for a pro-rata refund of pre-paid, unused fees.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES DO NOT CONSTITUTE MEDICAL ADVICE; CLINICAL DECISIONS REMAIN THE RESPONSIBILITY OF LICENSED PROFESSIONALS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA. EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The above limitations do not apply to: (i) a party's indemnification obligations; (ii) breach of confidentiality; (iii) willful misconduct; or (iv) liabilities that cannot be limited under applicable law.
Indemnification
We will defend the Customer against third-party claims alleging that the Services, when used as permitted, infringe a third party's intellectual-property rights, and will pay amounts finally awarded or agreed in settlement. The Customer will defend us against third-party claims arising from Customer Data or from the Customer's use of the Services in violation of these Terms. Each party's indemnity is conditioned on prompt written notice, sole control of the defense, and reasonable cooperation.
Term and Termination
These Terms remain in effect during any active subscription. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Upon termination, the Customer will stop using the Services, and we will make Customer Data available for export for thirty (30) days before deletion in accordance with the DPA.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) Courts. For customers contracting through our Bahrain entity, Bahraini law and the courts of the Kingdom of Bahrain apply instead. Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.
Modifications
We may update these Terms from time to time. Material changes will be announced at least thirty (30) days before taking effect. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not accept a change, your sole remedy is to terminate the affected subscription before the effective date.
General
These Terms, together with any Order Form, the DPA, and the BAA (where applicable), constitute the entire agreement between the parties and supersede all prior understandings on the subject matter. If any provision is held unenforceable, the remainder will continue in full force. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
Contact
Notices under these Terms should be sent to legal@theclinic.com, with a copy to The Clinic, Attn: Legal, Dubai Internet City, Dubai, United Arab Emirates.