End User Agreement

RAPHAI-HEALTH – TERMS OF SERVICE

Welcome to Raphai Health Platform!

Your use of Raphai Health Platform is subject to these Terms of Service (these “Terms“). Thank you for reviewing these Terms – we hope you enjoy using Raphai Health Platform.

If you have any questions about, or if you wish to send us any notices in relation to, these Terms, please contact us at support@raphaihealth.com.

Compliance with these Terms

These Terms apply to you if you are a user of Raphai Health Platform anywhere in the world, except if you belong in any of the following categories: (i) a user of Raphai Health Platform in the People’s Republic of China; (ii) a citizen of the People’s Republic of China using Raphai Health Platform anywhere in the world; or (iii) a Chinese-incorporated company using Raphai Health Platform anywhere in the world. If you belong in any of these categories, please refer to the Terms of Service (PRC Users) for the terms that apply to you.

Please review these Terms and our policies and instructions to understand how you can and cannot use Raphai Health Platform. You must comply with these Terms in your use of Raphai Health Platform and only use Raphai Health Platform as permitted by applicable laws and regulations, wherever you may be when you use them. If you do not agree to these Terms, you must not use Raphai Health Platform.

“Raphai-Health”

For the purposes of these Terms, any reference in these Terms to “Raphai-Health” refers to Raphai Health Platform and all Raphai Health Platform-related services provided by or on behalf of us or our affiliate companies, including the following services:

Raphai Health Platform;
Raphaihealth.com website

Contracting Entity

By using Raphai-Health, you are agreeing to be bound by these Terms between you and Raphai Health Technologies Limited (” we”, ” our” and ” us”).

We may specify in certain of our Raphai-Health service-specific terms that you are contracting with one of our affiliate companies or Service Providers (instead of Raphai Health Technologies Limited) in relation to your use of the relevant Raphai-Health service or feature to which the relevant service-specific terms apply. Where this is the case, the relevant contracting entity will be identified in the relevant Raphai-Health service-specific terms, and these Terms (and those relevant service-specific terms) will apply between you and that identified contracting entity in relation to your use of the relevant Raphai-Health service or feature.

Other general terms in relation to these Terms

If you are under the age of 13, you must not use Raphai-Health. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to these Terms (both for themselves and on your behalf) before you can use Raphai-Health.

If you are using Raphai-Health on behalf of a company, partnership, association, government or other organisation (your ” Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to these Terms. In such circumstances, “you” will include your Organisation.

We may translate these Terms into multiple languages, and in the event there is any difference between the English version and any other language version of these Terms, the English version will apply (to the extent permitted by applicable laws and regulations).

We may make changes to these Terms over time, so please come back and review them.

In addition, as Raphai-Health and user experiences are constantly evolving, we may from time to time (and to the extent permitted by applicable laws and regulations) add, change or remove features from Raphai-Health (including in relation to whether a service is free of charge or not), or suspend or terminate a service altogether.

Where we consider that any changes to these Terms or Raphai-Health are reasonably material, we will (where reasonably practicable) notify you (via http://www.raphaihealth.com, direct communication to you or other means), prior to the change becoming effective. By continuing to use Raphai-Health after we make any changes to these Terms or Raphai-Health, with or without notice from us, you are agreeing to be bound by these revised Terms.

YOUR ACCOUNT

You may need to create an account with us in order to access and use Raphai-Health.

Any account that you open with us is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Your account name, user ID and other identifiers you adopt within Raphai-Health remains our property and we can disable, reclaim and reuse these once your account is terminated or deactivated for whatever reason by either you or us.

You are responsible for: (i) safeguarding your account details, including any passwords or Security Verification Code used to access your account of Raphai-Health, and (ii) all use of Raphai-Health under your account. You must promptly notify us at support@raphaihealth.com if you know or suspect that your password or account has been compromised. We will regard all use of your account on Raphai-Health as being by you, except where we have received and acknowledged your notification to us regarding your account/password being compromised.

Account deactivation

Raphai-Health may offer methods for deactivating your service-specific account – please refer to Raphai-Health for further guidance (if available) from time to time.

PAYMENTS

You may, from time to time, make payments to us or third parties as part of your use of Raphai-Health (including for the provision of Raphai-Health or provision of certain additional features within Raphai-Health). You must comply with all such terms in relation to your payments to us. You agree that you are solely responsible for all fees and taxes associated with any such payments, and that pricing and availability of Items and products are subject to change at any time.

SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS OR AS OTHERWISE SPECIFIED BY US FOR A PARTICULAR ITEM OR PRODUCT WITHIN Raphai-Health, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY ITEMS OR PRODUCTS WITHIN Raphai-Health (WHETHER USED OR UNUSED).

We may process payments from you in Raphai-Health via a third party service. You agree to comply with that relevant third party’s terms and conditions in relation to the payment processing service, as further set out in the “Third Party Content and Services” section below.

YOUR CONTENT

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of Raphai-Health (” Your Content”), you understand and agree that:

you will continue to own and be responsible for Your Content;

we will not sell Your Content to any third party;
you are giving us and our affiliate companies the right to use Your Content (with no fees or charges payable by us to you) solely for the purposes of providing, promoting, developing and trying to improve Raphai-Health and our other services, including new services that we may provide in the future.
in using Your Content for these purposes, we and our affiliate companies may copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future;
we may share Your Content with third parties that we work with to help provide, promote, develop and improve Raphai-Health, but these third parties (other than our affiliate companies) will not make any separate use of Your Content for their own purposes (i.e. for any purposes that are not related to Raphai-Health);
we may use the name that you submit in connection with Your Content (whether that be your account name, real name or otherwise).

You may be able to create certain content within Raphai-Health, such content is part of Your Content, and is subject to these Terms.

In addition, you agree that we and our affiliate companies (subject to these Terms, and applicable laws and regulations):

are allowed to retain and continue to use Your Content after you stop using Raphai-Health – for example, where you have shared Your Content with other users of Raphai-Health;
may be required to retain or disclose Your Content in order to: (i) comply with applicable laws or regulations; (ii) comply with a court order, subpoena or other legal process; or (iii) respond to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere); and
may need to retain or disclose Your Content in order to enforce these Terms, protect our rights, property or safety, or the rights, property or safety of our affiliate companies or other users of Raphai-Health.

You understand that even if you seek to delete Your Content from Raphai-Health, it may as a technical and administrative matter take some time or not be possible to achieve this – for example, we may not be able to prevent any third party from storing or using any of Your Content that you have made public via Raphai-Health.

We reserve the right to block or remove Your Content for any reason, including as is in our opinion appropriate or as required by applicable laws and regulations.

Responsibility for Your Content

You are solely responsible for Your Content and we recommend that you keep a back-up copy of it at all times.

You must at all times ensure that: (i) you have the rights required to submit, transmit or display Your Content, and to grant us the rights as set out in these Terms; and (ii) Your Content (and our use of Your Content in accordance with these Terms) does not infringe or violate the rights of any person or otherwise contravene any applicable laws or regulations.

INFRINGEMENT OF RIGHTS

We may respond to notices of alleged infringement of rights (including infringement of intellectual property rights, defamation and infringement of other civil rights) and other claims and demands. If you have any such infringement-related concerns, please contact support@raphaihealth.com.

THIRD PARTY CONTENT AND SERVICES

We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by Raphai-Health, including content provided by users of Raphai-Health or by our advertisers. You acknowledge and agree that by using Raphai-Health, you may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from Raphai-Health by you is at your own risk. Your use of Raphai-Health does not give you any rights in or to any content you may access or obtain in connection with your use of Raphai-Health.

We also do not guarantee the quality, reliability or suitability of any third party services provided, made available, advertised or linked through Raphai-Health and we will bear no responsibility for your use of or relationship with any such third parties or third party services.

We may review (but make no commitment to review) content or third party services made available through Raphai-Health to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of Raphai-Health.

There may be, from time to time, third party content and services on Raphai-Health that are subject to further terms – for examples, terms from the relevant third party that originally produced or created such content or service, or terms from the relevant third party in relation to promotional activities being held on Raphai-Health. You agree to comply with any such further terms and conditions as notified to you in relation to your use of such third party content and services.

ADVERTISING CONTENT ON Raphai-Health

Raphai-Health may include advertising or commercial content. You agree that we are allowed to integrate, display and otherwise communicate advertising or commercial content in Raphai-Health and that (where reasonably practicable) we will identify paid such advertising or commercial content.

OUR INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or to Raphai-Health and any Raphai-Health Software (including any future updates, upgrades and new versions to all such Raphai-Health Software), will continue to belong to us and our licensors. Except as expressly provided in these Terms, you have no right to use our intellectual property rights. In particular, you have no right to use our trade marks or product names (for example, “RaphAI”, “Raphai Health”, “Raphai Health Technologies”, “Raphai-Health”), logos, domain names or other distinctive brand features without our prior written consent. Any comments or suggestions you may provide regarding Raphai-Health are entirely voluntary and we will be free to use these comments and suggestions at our discretion without any payment or other obligation to you.

Where you download and use any software from us as part of or in relation to your use of Raphai-Health (any such software being the “Raphai-Health Software“), we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable, royalty-free and revocable licence to use the relevant Raphai-Health Software in accordance with these Terms (including any specific technical requirements that relate to the Raphai-Health Software or its use on your particular device).

You may not copy, modify, reverse compile, reverse engineer or extract source codes from Raphai-Health Software, except to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from Raphai-Health Software, you will first contact us to request the information you need.

We may from time to time provide updates to Raphai-Health software. Such updates may occur automatically or manually. Please note that Raphai-Health software may not operate properly or at all if upgrades or new versions are not installed by you. We do not guarantee that such updates will continue to support your device or system.

We may in our discretion provide technical support for Raphai-Health. We provide technical support without any guarantee or warranty of any kind, and subject always to these Terms.

USE OF YOUR DEVICE BY RAPHAI-HEALTH

In order for us to provide Raphai-Health to you, we may require access to and/or use of your relevant device (e.g. mobile phone) that you use to access Raphai-Health – for example, we may need to use your device’s processor and storage to complete the relevant Raphai-Health Software installation, or we may need to access your contact list to provide certain interactive functions within Raphai-Health. You agree to give us such access to and use of your device.

We will provide further information regarding how Raphai-Health uses and accesses your device within Raphai-Health or in another manner (e.g. via the relevant app store as part of the installation process for Raphai-Health on your device). You understand that if you do not provide us with such right of use or access, we may not be able to provide Raphai-Health to you.

You may need an adequate internet connection in order to authentic your Raphai-Health account or use Raphai-Health. You may also be required to activate certain functionalities within Raphai-Health in the manner described within Raphai-Health. You may not be able to use certain functionalities within Raphai-Health if you do not comply with such requirements.

Please note that we are not responsible for any third party charges you incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of Raphai-Health.

THIRD PARTY SOFTWARE

The “Third Party Content and Services” section above applies to any software supplied by third parties (including software, plug-ins, tools, codecs, data and content within such software) for use in connection with, or incorporated within, Raphai-Health (“Third Party Software“), including your use of such Third Party Software.

In addition to that section, please note that we are not responsible for and we do not endorse, support or guarantee the quality, reliability or suitability of any such Third Party Software. Any reliance on or use of such Third Party Software is at your own risk.

You must comply with any additional terms and conditions applicable to any such Third Party Software.

We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for such technical support.

OPEN SOURCE SOFTWARE

Further to the “Third Party Software” section above, Raphai-Health may use software that is subject to “open source” licences (the “Open Source Software“). Where we use such Open Source Software, please note that:

there may be provisions in the Open Source Software’s licence that expressly override these Terms, in which case such provisions shall prevail to the extent of any conflict with these Terms; and we will credit the relevant Open Source Software (including notifying you of the relevant Open Source Software terms) within Raphai-Health, within an Appendix to these Terms and/or in another manner.

WARRANTY AND DISCLAIMER

We warrant to you that we will provide Raphai-Health using reasonable care and skill.

APART FROM THIS WARRANTY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, RAPHAI-HEALTH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE COMPANIES MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO RAPHAI-HEALTH, ANY RAPHAI-HEALTH SOFTWARE OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY RAPHAI-HEALTH, INCLUDING: (I) ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; (II) THAT RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; OR (III) THAT RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

LIABILITY FOR RAPHAI-HEALTH

TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, THE TOTAL AGGREGATE LIABILITY OF US AND OUR AFFILIATE COMPANIES FOR ALL CLAIMS IN CONNECTION WITH THESE TERMS, OR RAPHAI-HEALTH , ARISING OUT OF ANY CIRCUMSTANCES, WILL BE LIMITED TO THE GREATER OF THE FOLLOWING AMOUNTS: (I) THE AMOUNT THAT YOU HAVE PAID TO US FOR YOUR USE OF RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE TO WHICH THE CLAIM RELATES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM; AND (II) USD100 (ONE HUNDRED US DOLLARS).

TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATE COMPANIES BE LIABLE FOR ANY OF THE FOLLOWING:

IN CONNECTION WITH THESE TERMS OR RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE, FOR ANY DAMAGES CAUSED BY: (I) ANY NATURAL DISASTER SUCH AS FLOODS, EARTHQUAKES OR EPIDEMICS; (II) ANY SOCIAL EVENT SUCH AS WARS, RIOTS OR GOVERNMENT ACTIONS; (III) ANY COMPUTER VIRUS, TROJAN HORSE OR OTHER DAMAGE CAUSED BY MALWARE OR HACKERS; (IV) ANY MALFUNCTION OR FAILURE OF OUR OR YOUR SOFTWARE, SYSTEM, HARDWARE OR CONNECTIVITY; (V) IMPROPER OR UNAUTHORISED USE OF RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE; (VI) YOUR USE OF RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE IN BREACH OF THESE TERMS; OR (VII) ANY REASONS BEYOND OUR REASONABLE CONTROL OR PREDICTABILITY;
FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND/OR
FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA.

Nothing in these Terms limits or excludes any of the following liabilities, except to the extent that such liabilities may be waived, limited or excluded under applicable laws and regulations:

any liability for fraud;
any liability for death or personal injury;
any liability for gross negligence or wilful misconduct; or
any other liability to the extent that such liability cannot be waived, limited or excluded under applicable laws and regulations.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY OF YOUR STATUTORY RIGHTS IN YOUR JURISDICTION (INCLUDING ANY RIGHTS UNDER APPLICABLE CONSUMER PROTECTION REGULATION), TO THE EXTENT THESE MAY NOT BE EXCLUDED OR WAIVED UNDER APPLICABLE LAWS AND REGULATIONS.

YOU AGREE THAT YOU (AND YOUR ORGANISATION, IF YOU ARE USING RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE ON BEHALF OF SUCH ORGANISATION) INDEMNIFY US AND OUR AFFILIATE COMPANIES FROM AND AGAINST ANY CLAIM, SUIT, ACTION, DEMAND, DAMAGE, DEBT, LOSS, COST, EXPENSE (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) AND LIABILITY ARISING FROM: (I) YOUR USE OF RAPHAI-HEALTH OR RAPHAI-HEALTH SOFTWARE; OR (II) YOUR BREACH OF THESE TERMS.

TERMINATION

These Terms will apply to your use of Raphai-Health until your access to Raphai-Health is terminated by either you or us.

We may suspend or terminate your access to your account or any or all of Raphai-Health: (i) if we reasonably believe that you have breached these Terms; (ii) if your use of Raphai-Health creates risk for us or for other users of Raphai-Health, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) if you fail to use Raphai-Health for a prolonged period; or (iv) for any other reason in our sole and absolute discretion. Where reasonably practicable, we will give you notice of any suspension or termination.

Upon termination of your access to Raphai-Health (in whole or in part), you will immediately permanently delete all copies of Raphai-Health Software to which the termination relates and you will immediately cease accessing and using any such Raphai-Health Software.

Retention and back-up of Your Content

Following termination of these Terms, we will only retain and use Your Content in accordance with these Terms. Where we suspend or terminate all or part of Raphai-Health, or where your access to Raphai-Health is terminated by you or us, we do not guarantee that we will be able to return any of Your Content back to you and we may permanently delete Your Content without notice to you at any time after termination. Please ensure that you regularly back up Your Content.

GENERAL

These Terms are the entire agreement between you and us in relation to Raphai-Health. You agree that you will have no claim against us for any statement which is not explicitly set out in these Terms. The words “include” and “including” are to be construed without limitation. The invalidity of any provision of these Terms (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision). If a court holds that we cannot enforce any part of these Terms as drafted, we may replace those terms with similar terms to the extent enforceable under applicable laws and regulations, without changing the remaining terms of these Terms. No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision. Any rights and obligations under these Terms which by their nature should survive, including any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of these Terms.

No person other than you and us will have any right to enforce these Terms against any person, and you may not delegate, assign or transfer these Terms or any rights or obligations under these Terms without our prior consent. We may freely assign, transfer or sub-contract these Terms or our rights and obligations under these Terms, in whole or in part, without your prior consent or prior notice to you.

RAPHAI-HEALTH TERMS OF SERVICE (USA-SPECIFIC TERMS)

If you are a user of Raphai-Health in the United States of America, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.

If you are a California resident, you agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if you are a resident of such other jurisdiction), which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

RAPHAI-HEALTH TERMS OF SERVICE (AUSTRALIA-SPECIFIC TERMS)

If you are a user of Raphai-Health in Australia, the below terms are incorporated into these Terms, and override these Terms to the extent of any inconsistency.

All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Terms or their subject matter, not contained in these Terms, are excluded from these Terms to the maximum extent permitted by applicable laws and regulations.

Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable laws and regulations which cannot lawfully be excluded, restricted or modified.

If any guarantee, condition, warranty or term is implied or imposed by any applicable laws and regulations and cannot be excluded (a “Non-Excludable Provision“), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:

in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

Raphai Health Technologies Limited