Terms and Conditions of Use

Welcome to HealthBlocks Inc. (“we,” “us,” or “our”). Our Terms and Conditions (“Terms”) govern your access to and use of our HealthBlocks 360 software-as-a-service (SaaS) platform (the “Service”). By accessing or using the Service, you agree to be bound by these Terms.

1. Definitions
   1. “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at https://healthblocks360.com/privacypolicy
   2. “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
   3. “Confidential Information” shall mean any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
   4. “Service” shall mean any software or services provided by HealthBlocks Inc., including but not limited to HealthBlocks 360, software-as-a-service (SaaS) platform.
   5. “Subscriber “shall refer to the purchaser of the Services provided by HealthBlocks Inc. and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on your behalf.
2. Limited License and Use of the Service
   1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
   2. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from HealthBlocks Inc.
   3. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, HealthBlocks Inc., or any other software or service provided by HealthBlocks Inc. Authorized Users further agree not to permit or enable any third party to engage in such activities.
   4. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
   5. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Authorized Users further agree not to permit or enable any third party to engage in such activities.
   6. Authorized Users agree that they will not use the Service to engage in any activity that disrupts or interferes with the lawful function of the Service or to attempt to gain unauthorized access to the Service using other user accounts or to hack into the system of HealthBlocks Inc. Authorized Users further agree not to permit or enable any third party to engage in such activities.
   7. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with HealthBlocks Inc.
   8. HealthBlocks Inc. reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that HealthBlocks Inc. shall provide Subscriber with 14-day notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
   9. HealthBlocks Inc. reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than one business days-notice prior to any suspension that may last for more than an hour. Such notice shall be provided to you in advance through way of notification within the Service, Viber, email or other notification method deemed appropriate by HealthBlocks Inc. Further, HealthBlocks Inc. shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, HealthBlocks Inc. will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

3. Access to the Service and Acceptance of Terms
   1. By creating an account, accessing, or using our Service, Subscriber acknowledges that he/she has read, understood, and agrees to be bound by these Terms, as well as our Privacy Policy. If Subscriber does not agree with these Terms, Subscriber must not use the Service.
   2. The Service is intended for use by healthcare professionals, clinic owners, and clinic staff authorized users only. By using the Service, Subscriber represents and warrants that he/she is authorized to enter into these Terms on its behalf or the entity it represents and that Subscriber shall comply with all applicable laws and regulations. Further, Subscriber represents and warrants that he/she has the necessary expertise, qualifications, and experience to use the Service effectively and in compliance with applicable healthcare and computer software standards. Subscriber is solely responsible for ensuring that the Service is used in a manner consistent with the best practices of the healthcare profession.
   3. Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
   4. Upon initial account setup, a temporary password will be provided to Authorized Users. Authorized Users are required to change this temporary password upon first login to ensure account security. Authorized Users agree not to share their temporary or updated password with anyone and are responsible for maintaining the confidentiality of their login credentials. HealthBlocks Inc. is not liable for any unauthorized access to an account due to the failure to secure login information.
4. Security and Access

   1. HealthBlocks Inc. is responsible for providing a secure method of authentication and accessing its Service. HealthBlocks Inc. will provide mechanisms that:

      1. allow for user password management
      2. transmit passwords in a secure format
      3. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.
   2. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated with the Service, and for the accuracy and adequacy of personal information provided to the Service.
   3. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify HealthBlocks Inc. upon suspicion that a username and password has been lost, stolen, compromised, or misused.
   4. HealthBlocks Inc. shall report to Subscriber, with all relevant details (except those which could prejudice the security of the HealthBlocks 360 system, it’s internal date or data uploaded by other customers), any event that HealthBlocks Inc. reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). HealthBlocks Inc. shall make such a report within 72 hours after learning of the Security Breach.
   5. Subscribers are solely responsible for the security and protection of any device they use to access the Service, including desktops, laptops, tablets, smartphones, routers or any other hardware. This includes implementing reasonable security measures such as using antivirus software, firewalls, encryption, and strong passwords.
   6. Subscribers agree to ensure that any device they use is secured to prevent unauthorized access. Any activity carried out through their accounts using such a device will be considered the responsibility of the Subscribers. Subscribers agree to notify HealthBlocks Inc. immediately of any potential breaches or unauthorized access to their accounts.
5. Authority to Process Data
   1. Authority: Subscriber represents and warrants that he/she has the legal authority to process its own data and the personal data of its clients through the Service. This includes obtaining all necessary consents and authorizations required under applicable laws and regulations.
   2. Authorized Users are responsible for obtaining all necessary consents from its own clients or their legal representatives before uploading or processing their personal data using the Service. This includes, but is not limited to, consent for storing and processing medical records, billing information, and any other sensitive data.
6. Data Protection

   Authorized Users agree to be bound by the Data Protection Act of the Philippines of 2012 or Republic Act No. 10173.

7. Legal Compliance
   1. HealthBlocks Inc. maintains that its primary duty is to protect the data to the extent the law allows. HealthBlocks Inc. reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
   2. If HealthBlocks Inc. is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then HealthBlocks Inc. will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, HealthBlocks Inc. may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose
8. Subscription and Payment
   1. Subscription Plans: The Service is offered on a subscription basis. Subscribers agree to pay all applicable fees for the subscription plan they select. Details of the subscription, including the pricing and payment terms, will be provided at the time of purchase.
   2. Subscription fees are billed in advance on a recurring basis. Subscribers authorize HealthBlocks Inc. to charge the payment method for the subscription fees and any applicable taxes. If payment is not received, we may suspend or terminate the access to the Service.
   3. Subscribers may cancel their subscription at any time, subject to the terms of the selected subscription plan. Upon cancellation, access to the Service will continue until the end of the current billing cycle or as indicated in the terms of the subscription. Further upon cancellation, all outstanding and pending payments will become immediately due. Subscribers agree to settle any unpaid balances, including any prorated amounts, prior to the effective date of cancellation. Failure to complete payment may result in additional charges, and HealthBlocks Inc. reserves the right to pursue legal remedies to recover unpaid amounts.
9. Limitation of Liability
   1. To the fullest extent permitted by law, HealthBlocks Inc. and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of your use or inability to use the Service, even if we have been advised of the possibility of such damages.
10. Indemnification
    1. You agree to indemnify, defend, and hold harmless HealthBlocks Inc. and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with your use of the Service, your breach of these Terms, your failure to obtain the necessary consents from patients or their representatives, or your failure to secure any device used to access the Service.
11. Termination
    1. We may terminate or suspend your access to the Service at any time, without prior notice, if you breach these Terms or for any other reason. Upon termination, your right to use the Service will immediately cease, and we may delete your account and any associated data.
12. Governing Law and Dispute Resolution
    1. These Terms are governed by and construed in accordance with the laws of the Philippines, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Service will be resolved through binding arbitration in the Philippines.
13. Miscellaneous
    1. These Terms constitute the entire agreement between you and HealthBlocks Inc. concerning the Service and supersede all prior agreements.
    2. HealthBlocks Inc. reserves the right to amend this Agreement. In the event of material changes to the Agreement, HealthBlocks Inc. will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
    3. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
    4. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
    5. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
14. Contact Information

    If you have any questions about these Terms, please contact us at dataprivacy@healthblocks.ph.

By using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.