Last Updated date:21th August 2025
ClockHealth Private Limited (hereafter referred to as “ClockHealth”, “our”, “we”, “us”) develops and maintains digital care management platforms (hereafter referred to as the “Service Management Platform(s)” or “Platform(s)”) for service providers such as senior living centres, residences, institutions, and medical care providers (“Service Provider(s)” or “Customer(s)”) to, inter alia, manage their services and engage with individuals further availing the services from Service Provider (“End-Users”). Our website, located at https://clockhealth.com (“Website”), along with its subdomains, contains information about us, our technology, and information about our Platforms. The Website, together with the Platform and related services, except if specifically, otherwise designated, shall be referred to herein as the “Services”.
These Terms of Use are between ClockHealth and you (“you or “your” or “User”), which refers to: (i) visitors to the Website; and/or (ii) Service Provider, authorised staff, employees, or associates of Service Provider (“Team Users”). Your use of some or all features of the Services may be subject to additional terms, which will be made available at the time of access, subscription, or purchase of the applicable Services features (collectively, “Additional Terms”). Any Additional Terms entered into between ClockHealth and User with respect to use and access to the Services shall take precedence over conflicting provisions in these Terms.
By taking an action to indicate acceptance (such as clicking a checkbox) or by using the Services, you acknowledge that you have read and understood these Terms of Use (“Terms”), which constitute a binding legal agreement between you and ClockHealth and shall be effective as of the date of your acceptance of these Terms. If you do not accept these Terms and/or are not eligible or authorized to agree to these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity’s behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Please note that the collection, use and disclosure of your personally identifiable information (“Personal Information”) will be governed by our privacy policy located at https://clockhealth.com/privacy-policy-2/ (“Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.
ClockHealth may change these Terms (and any associated policies) at any time, at its sole discretion, in whole or in part. In the event of any material or substantial change in the terms and conditions, ClockHealth may notify you by posting an announcement of the changes on its website, through its applications or by email. You are expected to periodically check these Terms and associated policies for changes. By continuing to use the Services after any change to these Terms, you acknowledge and accept the changes. The Terms, as they apply to you as a user, may not otherwise be amended.
1. The Services
1.1. Access to the Services. Subject to compliance with these Terms, you are provided with a limited, non-exclusive, non-assignable, royalty-free right: (i) to access and use the Website; and (ii) where you have purchased a subscription to access and use the Platform (“Subscription”), in accordance with any User guides and manuals provided by ClockHealth (“Documentation”) and solely during the term of your Subscription.
1.2. Authorized Users. (i) Service Providers can create authorized user accounts for the Team Users, to log in to and use the Platforms through appropriate interfaces. The primary user account of the Platform created when the Service Provider is registered with us also counts as a ‘Team User account’. All Team Users are also directly bound by the Authorised User Terms, provided herein. (ii) Service Providers can also create authorized user accounts for the End-Users (including residents/patrons/vendors and/or clients) to log in to and use their Platform through appropriate interfaces. Some Service Providers may choose to authorize self-registration of End Users in the Platform. All the End Users shall remain bound by our Authorized User Terms. Team Users and End-Users registered as users on the Platform are collectively referred to as “Authorized Users”.
1.3. Availability. The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and ClockHealth’s service providers and contractors. ClockHealth will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, ClockHealth does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free.
1.4. Usage of the Platform. By registering on the Platform, you agree and undertake that:
(a) You have the necessary licenses and approvals, as required to provide your services to End Users;
(b) You can register and use ClockHealth’s Platform (including associated web and mobile apps) for the purpose of providing services to End Users;
(c) You shall have the complete and sole responsibility for assigning authorized Team User accounts only to the licensed providers and qualified care support professionals in roles suitable to their area of responsibility;
(d) You shall ensure that your authorized Team Users are using the Platform and its applications in correct manner to provide services to your End Users;
(e) You are not impersonating any other person and are using your actual identity;
(f) The information provided by you during the registration process is true, accurate, current and complete;
(g) You are required to periodically review and update your registration data to ensure that it is always current and correct;
(h) The user account created when registering on the Platform is considered the Service Management Primary Account, and you are authorized to use it; and
(i) You are responsible to ensure that all Authorized Users on the Platform are aware of and bound by these Terms. These Terms of Use are deemed to include the Privacy Policy, Authorized User Terms, Acceptable Usage Policy and all conditions, policies and operating procedures that are referred to herein or which may otherwise be published by ClockHealth from time to time, on the Website and in any of the Platforms.
1.2. Authorized Users. (i) Service Providers can create authorized user accounts for the Team Users, to log in to and use the Platforms through appropriate interfaces. The primary user account of the Platform created when the Service Provider is registered with us also counts as a ‘Team User account’. All Team Users are also directly bound by the Authorised User Terms, provided herein. (ii) Service Providers can also create authorized user accounts for the End-Users (including residents/patrons/vendors and/or clients) to log in to and use their Platform through appropriate interfaces. Some Service Providers may choose to authorize self-registration of End Users in the Platform. All the End Users shall remain bound by our Authorized User Terms. Team Users and End-Users registered as users on the Platform are collectively referred to as “Authorized Users”.
1.3. Availability. The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and ClockHealth’s service providers and contractors. ClockHealth will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, ClockHealth does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free.
1.4. Usage of the Platform. By registering on the Platform, you agree and undertake that:
(a) You have the necessary licenses and approvals, as required to provide your services to End Users;
(b) You can register and use ClockHealth’s Platform (including associated web and mobile apps) for the purpose of providing services to End Users;
(c) You shall have the complete and sole responsibility for assigning authorized Team User accounts only to the licensed providers and qualified care support professionals in roles suitable to their area of responsibility;
(d) You shall ensure that your authorized Team Users are using the Platform and its applications in correct manner to provide services to your End Users;
(e) You are not impersonating any other person and are using your actual identity;
(f) The information provided by you during the registration process is true, accurate, current and complete;
(g) You are required to periodically review and update your registration data to ensure that it is always current and correct;
(h) The user account created when registering on the Platform is considered the Service Management Primary Account, and you are authorized to use it; and
(i) You are responsible to ensure that all Authorized Users on the Platform are aware of and bound by these Terms. These Terms of Use are deemed to include the Privacy Policy, Authorized User Terms, Acceptable Usage Policy and all conditions, policies and operating procedures that are referred to herein or which may otherwise be published by ClockHealth from time to time, on the Website and in any of the Platforms.
2. Registration and Account
2.1. Account Registration. To access and use the Platform, you must register and open an account with us, via an invitation email or as otherwise directed by ClockHealth (“Account”). You agree to provide accurate, current, and complete Account registration information, including but not limited to your full name, email address, mobile phone number, location, business name and address.
2.2. Account Security. You are responsible for maintaining the confidentiality of your data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party. If you think the security of your Account or data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, ClockHealth reserves the right to temporarily disable an Account until resolution has been determined.
2.3. Audit Rights. ClockHealth shall have the right to use the capabilities of the Services to confirm the number of Users using the Services and compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believes necessary to (i) comply with any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to your support requests, or (v) protect the rights, property, or safety of our users and the public.
2.2. Account Security. You are responsible for maintaining the confidentiality of your data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party. If you think the security of your Account or data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, ClockHealth reserves the right to temporarily disable an Account until resolution has been determined.
2.3. Audit Rights. ClockHealth shall have the right to use the capabilities of the Services to confirm the number of Users using the Services and compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believes necessary to (i) comply with any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to your support requests, or (v) protect the rights, property, or safety of our users and the public.
3. Authorized User Terms
3.1. End Users and Team Users of a Customer’s Platform cannot directly register as users with the Platform but are created as authorized users of the Customer’s Platform. The Customer is directly registered with the Platform and is bound by the Terms of Use, including these Authorized User Terms.
3.2. The Customer is responsible to ensure that all Authorized Users are aware of and comply with these Authorized User Terms.
3.3. Authorized Users are aware that the Customer operates the Platform on which they are users, and has the right to remove and/or restrict their access to the Platform.
3.4. The Customer has complete control over the settings and configuration of the Platform and bears responsibility for how it is used.
3.5. Customer will inform Authorized Users of all Customer terms and practices that are relevant to their use of the Platform and of any settings that may impact the processing of Customer Data.
3.6. All engagement between Team Users and End Users conducted through the Customer’s Platform is also governed by the End Users’ terms for such Service, which authorized End Users are required to consent to.
3.7. The Customer is also responsible for ensuring that processing of Customer Data in the Customer’s Platform is done as per the applicable laws. This also applies to the deletion and export of Customer Data.
3.8. The Customer is solely responsible for deciding which Team User accounts can be added to their Platform based on eligibility criteria defined by the Customer and to define the scope of healthcare and/or support services that they are allowed to provide to End Users through the Platform, and also to define their information access privileges.
3.9. All Authorized Users must be of legal age necessary to operate their user account in the role intended by the Customer when authorizing them to use the Platform. If you are a Team User, you must also possess the necessary license and qualifications for your role.
3.10. ClockHealth reserves the right to deny or revoke access to anyone registered on the Platform, or to any part of its Platform thereof, at any time in its sole discretion, if there is perceived to be a violation of Terms.
3.11. ClockHealth does not provide any services, including healthcare services for End Users of any Customer, nor is it liable in any way for the services provided by Customers through their Platform to the End-Users.
3.12. ClockHealth acts solely as technology enabler for the services you choose to provide. You are entirely responsible for ensuring that such services, and your use of the Platform, comply with all applicable laws, regulations, licensing requirements, and professional standards.
3.2. The Customer is responsible to ensure that all Authorized Users are aware of and comply with these Authorized User Terms.
3.3. Authorized Users are aware that the Customer operates the Platform on which they are users, and has the right to remove and/or restrict their access to the Platform.
3.4. The Customer has complete control over the settings and configuration of the Platform and bears responsibility for how it is used.
3.5. Customer will inform Authorized Users of all Customer terms and practices that are relevant to their use of the Platform and of any settings that may impact the processing of Customer Data.
3.6. All engagement between Team Users and End Users conducted through the Customer’s Platform is also governed by the End Users’ terms for such Service, which authorized End Users are required to consent to.
3.7. The Customer is also responsible for ensuring that processing of Customer Data in the Customer’s Platform is done as per the applicable laws. This also applies to the deletion and export of Customer Data.
3.8. The Customer is solely responsible for deciding which Team User accounts can be added to their Platform based on eligibility criteria defined by the Customer and to define the scope of healthcare and/or support services that they are allowed to provide to End Users through the Platform, and also to define their information access privileges.
3.9. All Authorized Users must be of legal age necessary to operate their user account in the role intended by the Customer when authorizing them to use the Platform. If you are a Team User, you must also possess the necessary license and qualifications for your role.
3.10. ClockHealth reserves the right to deny or revoke access to anyone registered on the Platform, or to any part of its Platform thereof, at any time in its sole discretion, if there is perceived to be a violation of Terms.
3.11. ClockHealth does not provide any services, including healthcare services for End Users of any Customer, nor is it liable in any way for the services provided by Customers through their Platform to the End-Users.
3.12. ClockHealth acts solely as technology enabler for the services you choose to provide. You are entirely responsible for ensuring that such services, and your use of the Platform, comply with all applicable laws, regulations, licensing requirements, and professional standards.
4. Use of the Services
4.1. Responsibilities.
You shall (a) Obtain all necessary consents, third-party licenses, and provide all required notices in accordance with applicable laws to ensure that any data uploaded onto the Services (“Customer Data”) can be shared with and used by the Company as contemplated herein; (b) Be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) Comply with all applicable laws, including local laws in your jurisdiction, in using the Services; and (d) Use commercially reasonable efforts to maintain the security of your Account, prevent unauthorized access or use of the Services, and promptly notify the Company of any such unauthorized access or use.
4.2. Acceptable Use.
You must not use the Services in any way that: (a) causes or may cause damage to the Services, or impairs their availability, accessibility, performance, or security; (b) is unlawful, illegal, fraudulent, deceptive, harmful, or connected with any unlawful or harmful purpose or activity; (c) infringes the legal rights (including intellectual property rights, privacy rights, or contractual rights) of any person; or (d) constitutes, promotes, or facilitates hate speech, discrimination, harassment, threats, abuse, or incitement to violence.
4.3. Unlawful Content
- Customer Data must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
- Customer Data, and the use of Customer Data by us in any manner licensed or otherwise
authorized by you, must not:
- be libelous or maliciously false;
- be obscene or indecent;
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- infringe any right of confidence, right of privacy or right under data protection legislation;
- constitute negligent advice or contain any negligent statement;
- constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
- be in contempt of any court, or in breach of any court order;
- constitute a breach of racial or religious hatred or discrimination legislation;
- constitute a breach of official secrets legislation; or
- constitute a breach of any contractual obligation owed to any person.
- You must ensure that Customer Data is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.4 Graphic material
- Customer Data must be appropriate for all persons who have access to or are likely to access the Customer Data in question, and in particular for children over 12 years of age.
- Customer Data must not depict violence in an explicit, graphic or gratuitous manner.
- Customer Data must not be pornographic or sexually explicit.Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.
4.5. Factual accuracy
- Customer Data must not be untrue, false, inaccurate or misleading.
- · Statements of fact contained in Customer Data and relating to persons (legal or natural) must be true; and statements of opinion contained in Customer Data and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
4.6. Negligent advice
- Customer Data must not consist of or contain any legal, financial, investment, taxation, accountancy, or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy advisory services.
- Customer Data must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
4.7. General Etiquette
- Customer Data must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
- Customer Data must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
- Customer Data must not be liable to cause annoyance, inconvenience or needless anxiety.
- You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
- You must not use the Services for the purpose of deliberately upsetting or offending others.
- You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
- You must ensure that Customer Data does not duplicate other content available through the Services.
- You should use appropriate and informative titles for all Customer Data.
- You must at all times be courteous and polite to other users of the Services.
4.8. Marketing and spam
- You must not, without our written permission, use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
- Customer Data must not constitute or contain spam, and you must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
- You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
- You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.
- You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
4.9. Regulated Businesses
- You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
- You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
4.10. Monitoring
- You acknowledge that we may actively monitor the Content and the use of the Services
4.11. Data mining
- 4.11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
4.12. Hyperlinks
- You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
4.13. Harmful software
- The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
- The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
4.14. Service Management Platform Usage
- Your username and password are unique to you, and you agree not to disclose or share your username and password to or with any third party. You are responsible for keeping your password confidential and for notifying us immediately if your password has been hacked or stolen.
- You also agree that you will be solely responsible for any activities conducted on or through the Service Management Platforms with your account regardless of whether or not you are the individual who undertakes such activities. This includes any unauthorized access and/or use of your account or your computer. You hereby release and hold harmless ClockHealth from any and all claims and causes of action arising out of or resulting from a third party’s unauthorized use of your account.
- Your use and access of the Platforms, its apps and services, is entirely at your own initiative and risk. You are solely responsible for compliance with local laws in your respective country with regard to the use of such services. ClockHealth does not claim that the Platforms are fully compliant for use within all the countries and territories from where it may be accessed.
- From time to time, some of our Customers do provide us with feedback on recommended changes and/or corrections to our platform and apps. Such recommendations are sometimes accepted if they fit in with our overall product roadmap. If you provide such feedback, you warrant that it not includes any person or entity’s proprietary information. You also fully agree that ClockHealth is not obliged to use or act on this feedback and even if does, it has full, royalty-free, perpetual, irrevocable, transferable and global license to use this feedback.
- ClockHealth is constantly updating the Service Management Platforms and apps in order to provide the best possible experience for its Customers and users. All users acknowledge and agree that the form and nature of the services provided by the platform may change from time to time, features may be added, improved or changed without prior notice as per the demands of changing technology, domain and the best interests of the users.
- You shall not use the Platforms and its apps and services for any purposes other than those intended by ClockHealth Customers and as determined by ClockHealth at its sole discretion.
- You shall not attempt to circumvent any security measure put in place for the Platforms users or attempt to gain unauthorized access to any services, user accounts, or computer systems or networks owned and/or controlled by ClockHealth, through hacking, password mining or any other means.
- You shall not upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers or other equipment.
- You shall not attempt to access, or obtain information regarding any account other than your own, by any means whatsoever. You may not use the Platforms and its apps and services in any manner that could damage, disable, overload, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the site and services.
- You may not use any robot, spider, scraper or other automated tools or means to access the Platforms or website for any purpose, including intent to identify vulnerabilities without our written permission. Violation of this policy may result in termination of your access to the site, deactivation or deletion of your registration and all related information and files you have stored on the site.
- If you are a competitor for our digital platforms, you shall not use this service as a user to study and copy features and services provided by Clock Health’s Platforms, apps and services.
- In order to protect the integrity of its ClockHealth Website and Platform Services, ClockHealth reserves the right at any time in its sole discretion to block users from certain IP addresses.
- You are responsible for the information you voluntarily post and agree to defend (at your sole expense), indemnify and hold ClockHealth harmless from any damages, losses, costs, or expenses which ClockHealth may incur as a result of information you post.
- You are solely responsible for exporting and/or requesting the export of all your Customer Data before expiry or cancellation of your organization account, should you choose to discontinue using it and/or should your account be terminated.
5. Customer Responsibilities
5.1. The Customers and their Authorised Users shall further have the following responsibilities:
- The Customer is responsible for all the settings and configuration applied in the Platform including management of user accounts, configuration of services and provision of those services and management of Customer Data, which is impacted by such configuration.
- Customer is completely responsible for the Customer Data in their Platform including ensuring the usage practices by you and your Team Users in maintaining the privacy and confidentiality of your End User data
- You will comply with healthcare and data regulation rules applicable to healthcare providers and organizations in your country of business and locations of service. You are solely responsible for choosing to use the Platform Services after ascertaining that it meets the necessary regulatory compliance applicable to your operations.
- You will not publish or distribute in any form, any End User data including healthcare information without their informed consent. ClockHealth is not liable for your handling of your own data and nor for any outcomes as a result of that.
- The Customer will be responsible for all the activities in your Platform account and in the authorized Team User accounts of your employees and/or associates and End User Accounts.
- The Platforms serve only as a technology enabler for the online services that you choose to provide. Any disputes between you and the End User of your Service will be dealt with by you directly. ClockHealth has no obligation or liability to monitor services within the Platforms.
- ClockHealth takes no responsibility for healthcare and/or other information that may be published by healthcare providers in their own Organization’s Service Management Platform. Healthcare providers are completely liable to ensure that such content is medically correct, original and that it causes no intended or unintended harm to its readers. ClockHealth retains the right to review and delete any published content related to any provider, if such content is brought to ClockHealth’s notice. ClockHealth takes no responsibility in having to review content published in Platforms.
- The Customer is solely responsible for the setup, payment, maintenance and security of their own app store accounts with Google Play and Apple iTunes, should they opt to publish their own custom mobile apps for their Service Management. ClockHealth bears no responsibility for any change in app store policies that may impact the publishing of the Customer’s custom mobile applications.
- You unconditionally agree to receive certain essential automated notifications, mobile and email notifications relevant to system events from the Platforms apps to the mobile number and email address associated with your user account.
- All End Users of a Platform of a Customer are to be made aware of the following by the Customer and Team Users and through End Users Terms defined in the Service Management:
- End Users shall not use any service or information provided for any purposes other than managing their personal health information or that of their immediate family members (with due authorization) and/or to engage with healthcare providers in the Care Practice.
- ClockHealth does not provide medical services of any kind and as a technology provider only enabling engagement with their healthcare provider, through the Service Management Platform, which End Users and the Customer have opted to use.
- ClockHealth does not recommend or endorse any healthcare providers or services using the Service Management Platform.
- End Users access or use of their healthcare provider’s services and/or any apps and services of the Service Management Platforms does not create in any way, a relationship that may be confidential or privileged or of any kind that would obligate ClockHealth, to fulfill any duties towards meeting their health needs.
- End Users are expected to avail of immediate professional medical attention in medical emergencies or critical care situations and not attempt to use the Service Management Platform and/or other apps and services of the Platforms in such situations.
- The accuracy, integrity and completeness of the personal health information that End Users enter or allow to be entered on their behalf is solely their responsibility, and ClockHealth assumes no liability for it. ClockHealth is also not liable for any use or misuse of their health data by their service provider
- ClockHealth shall not be responsible for any undesirable outcomes coming out of End Users engagement with their service provider.
- ClockHealth shall not be responsible for any health, fitness or nutritional information that is published by customers or their team members through the Platforms.
- All such data in the Platform is owned by the Customer who is solely responsible for defining how that data is handled and/or made accessible to End Users.
- End Users should also expect to receive essential system notifications related to service events. Notification preference settings will be provided to allow turning off of non-essential/informative-only notifications.
6. Subscriptions & Payments
6.1. When a Customer registers for a free trial of the Platform, the Platform will be available free of charge until the end of the free trial period or on termination of the trial for any reason at our discretion. All information in your billing account should be current and accurate. All billing related emails will be sent to the email address that you have provided.
6.2. All charges collected for a billing cycle are non-refundable, irrespective of account cancellation, termination or downgrade. Late payments will result in suspension of service until payments are made. Deactivated and/or cancelled service management accounts are maintained for a maximum of 30 days before the account is deleted. Deletion of an account will include permanent deletion of all Customer Data and configurations in the account. We will make Customer Data available to you for export or download, upon request made by you within this 30-day period. We have no obligation to maintain Customer Data after this 30-day period. We are not responsible for any loss or other consequences caused by deactivation or deletion of an Account.
6.3. Unless otherwise stated, ClockHealth’s fees do not include any direct or indirect local, state, or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If ClockHealth has the legal obligation to pay or collect Taxes for which Customer is responsible under the applicable law, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides ClockHealth with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.2. All charges collected for a billing cycle are non-refundable, irrespective of account cancellation, termination or downgrade. Late payments will result in suspension of service until payments are made. Deactivated and/or cancelled service management accounts are maintained for a maximum of 30 days before the account is deleted. Deletion of an account will include permanent deletion of all Customer Data and configurations in the account. We will make Customer Data available to you for export or download, upon request made by you within this 30-day period. We have no obligation to maintain Customer Data after this 30-day period. We are not responsible for any loss or other consequences caused by deactivation or deletion of an Account.
6.3. Unless otherwise stated, ClockHealth’s fees do not include any direct or indirect local, state, or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If ClockHealth has the legal obligation to pay or collect Taxes for which Customer is responsible under the applicable law, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides ClockHealth with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Infrastructure Maintenance & Monitoring
7.1. Maintenance and monitoring services provided by ClockHealth for your Platform include the following:
- Deployment of production web and server application updates to the cloud infrastructure. Such application updates are made after comprehensive planning, preparations and testing in development and staging environments, which mirror the Production environment. Deployments are as far as possible done without downtime except for major application and/or infrastructure updates. Major updates requiring downtime will, as far as possible, be planned and notified to the Customer at a minimum of 48 hours in advance.
- · Backup of all the Customer Data is managed through our public cloud infrastructure service provider. There is a well-maintained and tested Disaster Recovery plan in case of any unexpected circumstances.
- · Monitoring of all core components, application parameters and logs is handled by the platform operations team. Alerts are raised for errors beyond set thresholds. The objective of monitoring services is to help ensure high availability of the Customer’s Service Management Platform, except during scheduled maintenance downtimes and the following scenarios, which are beyond the control of ClockHealth:
- Issues related to third-party services used by the Customer (including the cloud infrastructure, communication services, media streaming services, etc.).
- Issues caused by external applications used in conjunction with or integrated with your Service Management.
- External network issues between the platform infrastructure and the Authorized Users of the Platform.
- Intentional malicious attacks on the platform services, that bypass all security measures that are in place.
7.2. Any issues affecting the availability of the Platform will be dealt with on an emergency basis, with a response time not exceeding two hours from the point of noting the issue. The restoration of availability in such cases is subject to the cause of the underlying issue, but all efforts will proceed continuously until the Platform service is restored.
7.3. The following scenarios do not qualify as periods of unavailability:- Scheduled maintenance downtimes;
- Slowness with certain features or performance degradation;
- Failure by Authorized Users to access or use the applications due to issues with their network connectivity to the application services, issues with their devices or usage of incompatible browsers or operating systems;
- Delays with uploading, sharing, or processing files;
- Issues with or unavailability of any integrated third-party services; or
- Issues with certain application functionalities.
8. Third Party Services
8.1. ClockHealth is not responsible for the accuracy and reliability of health data read from health sensors and devices that the Service Management Platforms and apps may interface with. This includes direct device interfaces and also account interfaces of third-party services that you, as the user, might authorize the platform apps to interface with. Such interfaces are not indicative of any endorsement or recommendation by ClockHealth of those devices or services.
8.2. ClockHealth is not responsible for the functioning and reliability of any third-party services that you may choose to interface with now or in the future (from among authorized third-party interfaces) to further the functionality of your Service Management Platform. Terms of use applicable to those services must be complied with, in addition to ClockHealth’s own Terms of Use.
8.3. In case any payment gateway is integrated with the Platform at the instance of the Customer, ClockHealth shall not be responsible for the operation, availability, or performance of such payment gateway. Any payments made by End-Users through the Platform via the Customer’s payment gateway shall be remitted directly to the Customer’s designated account, and the Company shall have no responsibility or liability whatsoever in respect of such payments, including, without limitation, for any delays, failures, chargebacks, fraud, or disputes arising therefrom.
8.4. ClockHealth’s provisioning of a custom mobile application for a customer is solely limited to the development, maintenance and submission to the app store accounts (Google Play and/or Apple iTunes) of the Customer. ClockHealth is in no way responsible for the setup, payment, maintenance and security of accounts beyond using it to submit application builds for review. The Customer is solely responsible for providing necessary organization verification inputs and documents to Apple and/or Google Pay as may be required by them. ClockHealth is also not liable for delays in app publishing caused by the app store review process. ClockHealth’s responsibilities during the review process are specifically limited to responding to any technical clarifications or technical defects that may be raised during the review process.
8.5. ClockHealth is not responsible for the policies, pricing and payments of third-party services (such as hosting, devices, streaming, mobile application stores, etc.) integrated with a Customer’s installation. It is solely the Customer’s responsibility to make timely payments to such third-party services, and ClockHealth is not liable for non-functioning of any aspect of the Platform functionality, nor its uptime, caused by non-availability of third-party services due to late payments towards such services or non-compliance with policies of the third-party service.
8.6. ClockHealth’s Website and Platform Services may include links to other websites, possibly in content within the apps. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only. 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 sites external to ClockHealth.
8.7. For Customers using their own email domains for sending email notifications from their Service Management Platform, with all relevant configuration of DNS, SPF, DKIM and DMarc settings, ClockHealth is responsible for ensuring the correct sending of notifications and supports multiple notification channels. However, ClockHealth does not take responsibility for the last point delivery of notifications, having no control over that factor. Customers are required to opt to use/not use SMS notification channels in their Service Management Platform according to the needs of their users and the delivery performance observed for their user base. Customer is solely responsible for ensuring the correct configuration and operations of their SMS gateway service account. In rare cases, we may observe some delay or potentially even initial delivery issues due to the verification policies and algorithms of certain email service providers. This generally resolves after a certain level of usage, after which the emails are safely considered as non-spam. Beyond ensuring the correct sending of email notifications, ClockHealth does not bear responsibility for the last point delivery of email notifications, having no control over this external environment factor.
8.8. ClockHealth is not responsible for the non-accessibility of the Customer’s Service Management Platform caused by wrong DNS settings made by the Customer.
9. Intellectual Property, Copyright And Trademarks
9.1. Company Intellectual Property. Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Company and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Services or any of the
technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Content without the Company’s prior written consent.
9.2. Use Restrictions. You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any Content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.
9.3. Services Data. As between Company and you, you retain all rights, title, and interest in your Services Data, including all intellectual property rights therein. Company shall not access Accounts, including Services Data, except to respond to service or technical problems, at your request or as necessary for the operation of the Services or billing. You hereby grant Company a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license to use and otherwise exploit the Services Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Data) and meet its obligations under these Terms.
9.4. Aggregated Data. The Company may create aggregated and anonymized statistical data arising from your interaction with and use of the Services (“Aggregated Data”), which shall not include any underlying Customer Data, nor shall they otherwise be capable of referencing back to an identifiable individual. As between you and Company, Company shall own all rights to such Aggregated Data free from encumbrance.
9.5. Feedback. If you provide Company with any suggestions, comments or other feedback relating to Company’s services (collectively, “Feedback”), you hereby grant Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Company products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Company, and shall promptly inform Company as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
9.2. Use Restrictions. You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any Content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.
9.3. Services Data. As between Company and you, you retain all rights, title, and interest in your Services Data, including all intellectual property rights therein. Company shall not access Accounts, including Services Data, except to respond to service or technical problems, at your request or as necessary for the operation of the Services or billing. You hereby grant Company a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license to use and otherwise exploit the Services Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Data) and meet its obligations under these Terms.
9.4. Aggregated Data. The Company may create aggregated and anonymized statistical data arising from your interaction with and use of the Services (“Aggregated Data”), which shall not include any underlying Customer Data, nor shall they otherwise be capable of referencing back to an identifiable individual. As between you and Company, Company shall own all rights to such Aggregated Data free from encumbrance.
9.5. Feedback. If you provide Company with any suggestions, comments or other feedback relating to Company’s services (collectively, “Feedback”), you hereby grant Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Company products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Company, and shall promptly inform Company as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
10. Limited Warranty
To the extent allowed by applicable law, ClockHealth Services are provided without any warranty of any kind, and ClockHealth hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, quality, performance, accuracy, reliability, loss or corruption of data, business interruption or any other commercial damages or losses, arising out of or related to the Services. ClockHealth makes no warranty that the Services will be available and accessible uninterrupted or error-free or otherwise meet your expectations. This disclaimer of warranty constitutes an essential part of these Terms. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
11. Limitation Of Liability
THE USERS OF OUR PLATFORMS EXPRESSLY UNDERSTAND AND AGREE THAT ClockHealth AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (iv) ANY CHANGES WHICH COMPANY MAY MAKE TO THE SERVICES (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (vi) ANY OTHER MATTER RELATING TO THE SERVICE. COMPANY’S LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN LIABILITY SHALL NOT EXCEED INR 1,00,000/-. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
12. Indemnification And Release
You shall defend, indemnify and hold Company and its subsidiaries, affiliates, officers, agents, and employees (“Company Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Company Parties may sustain as a result of any acts, errors or omissions by you including but not limited to: (i) breach of any of the provisions of these Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) breach of a third party’s intellectual property rights or rights under privacy laws, and any claims arising in connection with Customer Data or third-party services (each a “Claim”); provided, that Company: (a) promptly gives written notice of each Claim to you; (b) gives you sole control of the defense and settlement of each Claim (provided that you may not settle or defend any Claim unless it unconditionally releases Company Parties of all liability); and (c) provides to you, at your cost, all reasonable assistance in respect to each Claim.
13. Termination
13.1. These Terms of Use take effect from the time you start using ClockHealth’s Services in any capacity, until it is terminated by you and/or ClockHealth as provided below.
- All your active free or paid subscriptions to the Platform expire due to a cancelled subscription and/or expiry of a subscription that was not in auto-renewal mode.
- ClockHealth terminates your access to the Service Management Platforms due to breach of these Terms of Use by you and/or any Authorized Users of your Platform.
14. Assignment
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the rights and obligations under these Terms in its entirety (including all order forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying ClockHealth of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Terms upon written notice to the assigning party. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
15.Jurisdiction and Governing Law
These terms shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles, and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of the courts at Bangalore, India. These Terms of Use and associated policies shall be admissible in all legal proceedings. Use of the Platforms and its services is not authorized in any territory of jurisdiction that does not give effect to all provisions of these Terms of Use, including this section.
16. Force Majeure
ClockHealth and its officers, directors, employees, agents, content providers, customers and suppliers shall be absolved from any claim of damages resulting from any cause(s) over which ClockHealth or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.
17. General Provisions
You may not assign or sub-license any of the rights and obligations under these Terms without prior written consent of ClockHealth, except as otherwise provided herein. Any notices in this regard need to be delivered in written format and acknowledged as received. ClockHealth may subcontract its responsibilities under these Terms, without your consent, to a third party, provided that material provisions of these Terms shall be reflected in any agreement entered into between ClockHealth and such third party. No partnership, joint venture, agency or employment relationship is created as a result of these Terms of Use, and neither party has any authority of any kind to bind the other in any respect. If, for any reason, any provision of these Terms is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of these Terms, and these Terms shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.