Welcome to AS Connect
This legal agreement between you and Alliedstar Medical Equipment Co., Ltd. ("Alliedstar") governs your use of the AS Connect (or for customers of Neoss Limited, your use of NeoConnect) software, services, websites, and all related technologies, software, content, and services (collectively referred to as the "Service").
Please read these AS Connect Terms and Conditions ("Terms") carefully. By clicking or checking "I Accept" or similar language, you agree to these Terms. These Terms constitute a binding, legal agreement between Alliedstar (also referred to herein as "we") and you.
Alliedstar is the provider of the Service, which permits you to utilize certain Internet services, including storing your personal content (such as images, identifiable information, notes, etc.) and making it accessible on your compatible devices and computers, and certain location-based services, only as specified in these Terms. You are responsible for identifying what information you deem appropriate to transmit, maintain, collect, and/or disclose using the Services.
Accepting these Terms electronically shall be given the same legal and binding effect as if these Terms were signed manually in paper form by you. The Services do not constitute medical advice. Users of the Services retain all responsibility regarding clinical decision making and ensuring proper and timely follow-up with their patients. We reserve the right to change these Terms at any time by posting the changes on the Sites. You may also review updated Terms at https://www.allied-star.com/terms-conditions) and when we make updates, you will be notified when you log into our Site. Your continued use of Services following such modifications will be conclusively deemed acceptance of any changes to these Terms.
I. REQUIREMENTS FOR USE OF THE SERVICE
A. Availability of Service.
The Service is only available to dental professionals and laboratories using the Services. However, AS Connect Account (as defined below) administrators may assign additional authorized users within their organization. All users that access the Services are each referred to as a "user" or "you." All users of the Services are subject to these Terms and agree to comply with these Terms when using and/or accessing the Service. You agree that you will only add additional users to your Account (as defined below) (i) if necessary to facilitate operational and patient treatment purposes; and (ii) if such users acknowledge the requirements of these Terms. You acknowledge that you are responsible for immediately terminating access rights for any user who no longer has an authorized purposes for accessing the Service. The Service is not intended to be used by minors (as defined in the applicable law in your jurisdiction). You agree to notify us immediately if you discover use of the Service by a minor.
You agree to use the Services only in compliance with all applicable laws, rules, regulations and standards, including but not limited to laws, rules, regulations and standards relating to the privacy of individually identifiable information, and only within the specific parameters of an individual's consent when required by law. You retain responsibility for compliance with the laws of your country or region and represent that entering into and performing these Terms will not violate the laws and regulations of the country or region where you reside or do business.
B. Devices and Accounts.
Use of the Service may require compatible devices, Internet access, and AS Connect software. The Service may also require periodic updates, and may be affected by the performance of these factors. Alliedstar reserves the right to limit the number of Accounts that may be created from a device and the number of devices associated with an Account. The latest version of required software may be required for certain transactions or features to work properly. We will notify you of necessary updates to the Services, but you agree that meeting these requirements is your responsibility.
C. Limitations on Use.
1. Applicable Law. You agree to use the Service only as specifically permitted in accordance with these Terms and in compliance with applicable laws and regulations, rules and professional practice standards.
2. Storage Limitations. Your Account is provided with a basic storage capacity of 5GB and basic service. Additional storage capacity and service may be purchased at our current storage fee rates at the time of purchase. Any act in excess of bandwidth or storage capacity appropriately or reasonably restricted shall be prohibited, and in the event that it is in excess, Your AS Connect use may be restricted.
3. Service Suspension for Misuse. In the event that your use of the Service or other activity threatens the functionality, capacity, or security of the Service or other system of AS Connect, Alliedstar has the right to take all reasonable measures to protect the Service and AS Connect system. As part of such a measures, your access to the Service may be suspended. If access is suspended, we will not completely block access to your information in AS Connect and will make it available to you via other means in accordance with applicable law. In the event that you (or your users) materially breach these Terms or violate applicable law related to the Services, your Account (as defined in Section II(A) below) may be terminated. You are responsible for ensuring that users at your organization comply with the law and these Terms when using the Services.
D. Changing the Service.
With the exception of the Privacy Agreements attached hereto, Alliedstar reserves the right to modify these Terms at any time and to set new or additional terms or conditions for your use of the Services as deemed appropriate by Alliedstar. If we update, amend, or otherwise modify these Terms, we will notify you of updates when you log into our Sites. If you do not agree to change the updated content of these Terms and any new or additional terms or conditions, you have the right to stop using the relevant Services.
II. Your Use of the Service
A. Accounts Registration & Maintenance
As a user of the Service, you must establish an individual user account (your "Account") You will need to register for your Account and provide basic information to us, such as your name, email address, phone number, organization name, license number, and your choice of password. You represent that the information that you provide about yourself in the account registration process is complete and accurate.
1. Communications. By providing your telephone number and email address to us, you agree that We may use your phone number and email address to send you notifications and other account-related communications which may include surveys, feature updates, url links, Service issues, and similar communications. You agree to receive communications in this fashion and acknowledge and accept that you may incur charges related to the same from your telecommunications provider.
2. Password Security. You are responsible for keeping your password confidential. You may not register for an account on behalf of an individual other than yourself, and you may not register on behalf of any entity. You agree to notify us immediately at privacy@allied-star.com if your password has been compromised or your contact information or user access rights have changed, or of any other security breaches related to your Account. You agree to immediately reset your password if you reasonably believe it has been jeopardized. Disclosure of your Account password to third parties is strictly prohibited and constitutes a material violation of these Terms. You are solely responsible for all activities of users that access your Account.
3. Unauthorized Users. You assume full responsibility for any disclosures of private information that occur as a result of password/account sharing, accessing or using the Services in locations that are not private, using unsecure connections, or other practices by you that jeopardize the privacy of the information you maintain in the Services. You are solely responsible for any unauthorized use of your Account resulting from your violation of these Terms.
4. Maintaining & Accessing Your Account. In order to use the Service, you must enter your AS Connect Account credentials and authenticate your Account. You agree to provide accurate and complete information when you register with, and as you use, the Service, and you agree to update your information to keep it accurate and complete. Failure to provide accurate, current and complete information may result in the suspension and/or termination of your Account. You agree that Alliedstar may store and use the information you provide to the extent necessary to maintain your Account and provide Services to you. Alliedstar will comply with applicable privacy regulations related to all personal information collected and retained related to AS Connect Accounts.
B. Privacy
1. Incorporation of Privacy Policy. Your use of the Services is also governed by our Privacy Policy included on the AS Connect site ("Privacy Policy"), which may be updated at any time by posting an updated version at https://www.allied-star.com/privacy-policy. Any such changes shall apply to you and you agree to any such updates.
2. Privacy Agreements. In addition to the terms of the Privacy Policy:
(a) If you are located in the United States, we will comply with the terms of the Business Associate Agreement attached as Exhibit "A."
(b) If you are located in the United Kingdom or the European Economic Area ("EEA") when we provide our Services to you, we will mainly act as a data controller, however there will be instances where we will act as a data processor. This will either be when we process personal data (your patient related data) on your behalf in relation to our hosting of AS Connect , or when we process personal data on behalf of our partner, Neoss Limited and its affiliates and subsidiaries ("Neoss"), as necessary to assist with customer queries that Neoss receives from you. In addition to the Privacy Policy, the following terms shall apply:
(i) When we act as data controller, we will ensure that we comply with all applicable data protection legislation.
(ii) When we act as a data processor on your behalf, we will comply with the data processing terms in Exhibit B.
Exhibit "A" and Exhibit "B" are hereinafter collectively referred to as "Privacy Agreements." The terms used or defined in these Terms shall apply to the Privacy Exhibits unless otherwise defined in the Privacy Agreements. In the event of any conflict between these Terms and the Privacy Agreements, where applicable, the terms of the Privacy Agreements shall prevail. With the exception of any updates required by applicable law, the terms of the Privacy Agreements will not be amended unless agreed to by both parties
3. Using the Services to Share Information with Others. We are committed to safeguarding and protecting personal information, including health information in compliance with applicable law. However, by agreeing to these Terms, you understand that Alliedstar has no control over the privacy of information once you disclose it to third parties through use of the Services. By agreeing to these Terms, you further represent that you have obtained all consents required by law prior to using the Services to disclose personal information (including health information) with another party. You acknowledge that you retain responsibility for also maintaining your own legally required privacy notices related to the use of the Services. If required in your jurisdiction, this includes obtaining any necessary consents and informing individuals that their personal information (including health information) will be shared with a laboratory for processing. Neither the Privacy Policy, the Privacy Agreements, nor these Terms are intended to replace any applicable requirements that apply to you under applicable data privacy laws. You agree to only disclose personal information and health information to third parties using the Services to the extent specifically authorized by the patient and/or applicable law. You assume full responsibility for any and all unauthorized disclosures that occur as a result of your failure to comply with data privacy laws that apply to you in your jurisdiction.
4. Neoss Customers. If you are a customer of Neoss, we will work with Neoss in connection with providing you with after sales customer support services such as installation, technical and other support in relation to products or devices you purchase from Neoss and the provision of the Services provided to you by Neoss (together the "Customer Support Services"). By agreeing to these Terms, you expressly authorize us to share personal information with Neoss if needed to ensure fulfilment of Customer Support Services by Neoss, and confirm that you have executed a business associate agreement or data processing agreement, as applicable in your jurisdiction, with Neoss. Neoss will only have access to personal information to the extent necessary for the provision of the Customer Support Services. Neoss's privacy policy provides details regarding how they use and process personal information, and the privacy agreements you sign directly with Neoss will also apply.
C. No Conveyance
Nothing in these Terms shall be construed to convey to you any interest, title, or license in any domain name or similar resource used by you in connection with the Service.
D. No Resale of Service
You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Services (or any part thereof) for any purpose.
III. Content and Your Conduct
A. Content
"Content" means any information that may be generated or encountered through use of the Service, such as scan image, data files, written text, graphics, photographs, messages and any other like materials. You understand that all Content, whether publicly posted or privately transmitted on the Service is the sole responsibility of the user from whom such Content originated. This means that you, and not Alliedstar, are solely responsible for any Content you upload, download, email, transmit, store or otherwise make available through your use of the Service. You represent and warrant that you have obtained all consents required by applicable law related to Content you transmit, maintain, and/or disclose using the Services. Alliedstar does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk, subject to applicable law.
B. Your Conduct - Prohibited Activities
You agree that you will NOT use the Service to:
a. violate any local, state, national or foreign laws and regulations;
b. upload, download, post, email, transmit, store or otherwise make available any content that is unlawful, invasive of another's privacy, not in compliance with applicable law, or that is otherwise objectionable;
c. pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person, entity, another AS Connect user, an Alliedstar employee, or otherwise misrepresent your affiliation with a person or entity. Alliedstar reserves the right to reject or block any Account or email address which could be deemed to be an impersonation or misrepresentation of your identity (or a misappropriation of another person's name or identity);
d. take any action that unreasonably or disproportionately utilizes the Service's infrastructure or interferes with the proper working of the Service;
e. engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;
f. engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services;
g. to collect, maintain, access, use, or disclose the personal information (including health information) of individuals with any third party or in any manner that that is not compliant with applicable law (including with written specific consent when required by law);
h. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising, and informational announcements;
i. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
j. interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
k. plan or engage in any illegal activity;
l. gather and store personal information related to other users of the Service to be used in connection with any of the foregoing prohibited activities; or
m. encourage or instruct any other person or entity to do any of the foregoing.
C. Removal of Content
You agree that Alliedstar is not liable in any way for Content provided by users. Alliedstar retains the right to determine if Content provided by you complies with these Terms and applicable law. Any Content found to be in breach of these Terms or applicable law may be removed at Alliedstar's reasonable discretion where necessary to ensure the security of the Services and legality of the Content maintained on AS Connect. If possible, we will provide advanced notice to you prior to removal of any Content as described in this Section, unless immediate removal is warranted to ensure the security of the Services or comply with the law. In the event of a suspension or removal of Content under this section, we will not delete or make information completely inaccessible in a manner that completely restricts access to it in violation of law.
D. Back Up Requirements
Alliedstar will use reasonable skill and due care in providing the Service, but Alliedstar does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss. You retain responsibility for any legal retention requirements that apply to you.
E. Access to Your Account and Content
Alliedstar reserves the right to take steps Alliedstar believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. Subject to applicable data privacy laws, you acknowledge and agree that Alliedstar may, without liability to you, access, use, preserve and/or disclose your Account information and Content to law enforcement authorities, government officials, and/or a third party, as Alliedstar believes is reasonably necessary or appropriate, if legally required to do so or if Alliedstar has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Alliedstar, its users, a third party, or the public as required or permitted by law.
F. Content Submitted by You on the Service
1. License from You.
Except for material we may license to you, Alliedstar does not claim ownership of the materials and/or Content you submit or make available on the Service. Accordingly, you agree that any Content submitted or posted by you shall be your sole responsibility and shall not infringe or violate the rights of any other party or violate any laws. You agree to obtain all necessary consents required by law prior to transmitting, disclosing and/or maintaining Content related to third parties.
2. Trademark Information.
Alliedstar, the Alliedstar logo, AS Connect, the AS Connect logo and other Alliedstar trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Alliedstar Medical Equipment Co., Ltd. and/or its affiliates in China and/or other countries. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
3. Emails and Texts.
Please use caution when e-mailing and texting us or using other electronic communication tools to communicate with us. You should consider that all such standard communications tools are not secure means of communication.
We cannot ensure the security or confidentiality of messages sent by unsecured email, regular texts, and other non-secure electronic communications. You should only communicate personal information and health information with us by logging into your Account or other secure channels. By signing up for the Services and providing your cell phone number and/or email address, you expressly authorize us to communicate with you via unsecured text and email communications and accept the privacy risks associated with the same. You agree to any fees that you incur as a result of the communications from your telecommunications or email provider.
Unsecured communications related to the Service may consist of informational messages about updates to the Service, updates to your Account (alerting you to access it for updates), and communications about products and services we offer (unless you opt out of such communications). By agreeing to these Terms, you agree to receive such communications in this fashion.
You will be provided an opportunity to opt out of such communications or may submit your request directly to support@allied-star.com. However, you should note that opting out of communications regarding account alerts and/or system updates may impact your use of the Services.
IV. Software
A. Alliedstar's Proprietary Rights.
You acknowledge and agree that Alliedstar and/or its licensors own all legal right, title and interest in and to the Service, including but not limited to graphics, user interfaces, the scripts and software used to implement the Service, and any software provided to you as a part of and/or in connection with the Service, including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these Terms.
B. License from Alliedstar
Alliedstar grants you a non-exclusive, non-transferable and non-assignable license (the "License") to use AS Connect and the Services during the term of these Terms solely for your internal operations conducted at the specific dental practice or laboratory location (or locations), to register a device, set up an Account, and access and use AS Connect and the Services. You may use the Services only as described in these Terms and only on a device you own or control. You may not rent, lease, lend, sell, redistribute or sublicense AS Connect or the Services. You may not copy (except as expressly permitted by these Terms), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of AS Connect or the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
The use of the AS Connect software or any part of the Service, except for use of the Service as permitted in these Terms, is strictly prohibited and infringes on the intellectual property rights of others. Use in violation of these Terms may subject you to civil and criminal penalties, including possible monetary damages for actions related to copyright infringement.
C. Collection of Device Information
D. Updates.
From time to time, Alliedstar may update the software that is part of the Service. Such software updates are critical to maintaining Your use of the Services, and may be automatically downloaded and installed onto your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Alliedstar software.
V. Termination
A. Voluntary Termination by You
You may delete your Account at any time. If You terminate and delete your Account, You acknowledge that you may not be able link to the Service with the applicable Account. Once an Account is terminated and/or deleted, it cannot be recovered.
B. Termination by Alliedstar
Alliedstar, in its sole discretion, may terminate all or part of your access rights related to your Account and/or Service without advance notice under certain situations at any time. Alliedstar may terminate your account without prior notice for the following reasons: (a) any breach of these Terms; (b) to process your request to cancel or terminate your Account; (c) on the request of and/or order of judicial enforcement agency, judicial agency or other government agency; (d) in the event that Your use of the Service may constitute a violation of applicable law; (e) in the event of unexpected issues of impacting the technology or security of the Services; (f) if there is a reasonable basis to believe that You are involved in potentially fraudulent or illegal activities; or (g) any unauthorized use or access of our intellectual property and/or Services. Alliedstar shall not be liable to you or any third party regarding all losses inflicted by the termination of your account and/or Service for the reasons specified herein.
C. Effects of Termination
Upon termination of your Account, you may lose all access to the Service and any portions thereof, including, but not limited to, your Account and Content. Upon termination, you will be provided with an opportunity to obtain an export of your Content maintained on our Sites. Thereafter, Alliedstar will delete information and data stored in or as a part of your Account(s) within thirty (30) days, unless Alliedstar is required to retain such information/data in accordance with applicable law ("Legal Retention Period"). In the event a Legal Retention Period applies, Alliedstar shall maintain the privacy and security of any such information in accordance with applicable law and contractual obligations during the Legal Retention Period, and upon expiration of the Legal Retention Period, permanently delete such information within sixty (60) days. For any information governed by a Privacy Agreement, Alliedstar will comply with the applicable terms of such Privacy Agreement related to the return and/or destruction of protected information. Any individual components of the Service that you may have used subject to separate software license agreements will also be terminated in accordance with such license agreements.
VI. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Some jurisdictions do not allow the exclusion of certain warranties, as such, to the extent such exclusions are specifically prohibited by applicable law, some of the exclusions set forth below may not apply to you. Alliedstar will use reasonable skill and due care in providing the Service. Unless otherwise expressly stated herein or if such disclaimers not available under applicable law, Alliedstar and its officers, directors, employees, agents, partners and licensors disclaim all other warranties, whether express or implied, including without limitation warranties: (a) of merchantability and fitness for a particular purpose, (b) against infringement of any third party intellectual rights, (c) related to the transmission or delivery of the services or its content, (d) relating to the accuracy, reliability, timeliness, correctness, or completeness of the Services, and (e) otherwise relating to the performance of the Services.
Subject to applicable law, Alliedstar does not guarantee, represent, or warrant that Your use of the Service will be uninterrupted or error-free, and You agree that from time to time Alliedstar may remove the Service for indefinite periods, or cancel the service following these Terms. You expressly understand and agree that the Service is provided on an "as is" and "as available" basis. Alliedstar does not represent or guarantee that the Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Alliedstar disclaims any liability relating thereto.
Any material uploaded, downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and You will be solely responsible for any damage to your device, computer, or loss of data that results from the download of any such material. You further acknowledge that the Service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage.
A. LIMITATION OF LIABILITY
Some jurisdictions do not allow the exclusion or limitation of liability by service providers. To the extent such exclusions or limitations are specifically prohibited by applicable law, some of the exclusions or limitations set forth below may not apply to you.
Alliedstar shall use reasonable skill and due care in providing the service. The limitations specified herein do not apply with respect to loss resulting from (a) Alliedstar's failure to use reasonable skill and due care; (b) Alliedstar's gross negligence, willful misconduct or fraud; or (c) death or personal injury.
You expressly understand and agree that Alliedstar and its officers, directors, employees, agents, partners and licensors shall not be liable to you for, and specifically excludes, any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if Alliedstar has been advised of the possibility of such damages), resulting from: (i) the use or inability to use the service (ii) any changes made to the service or any temporary or permanent cessation of the service or any part thereof; (iii) the unauthorized access to or alteration of your transmissions or data not caused by Alliedstar; (iv) the deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through the service; (v) statements or conduct of any third party on the service; and (vi) any other matter relating to the service.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALLIEDSTAR UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).
B. LIABILITY EXEMPTION
You acknowledge that Alliedstar will not be liable for any damages caused by downtime related to:
1. System maintenance or upgrades;
2. majeure events such as typhoons, earthquakes, floods, lightning or terrorist attacks;
3. Your electronic equipment hardware and software, communication lines, and power supply lines being faulty;
4. due to your improper operation or use of our Services in ways not authorized or approved by us;
5. due to viruses, Trojan horses, malicious program attacks, network congestion, system instability, system or equipment failures, communication failures, power failures or government actions, etc., which We have managed in good faith.
IN NO EVENT WILL ALLIEDSTAR BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM YOUR BREACH OF THESE TERMS. WHERE PERMISSIBLE IN YOUR JURISDICTION, YOU AGREE TO FULLY INDEMNIFY AND HOLD HARMLESS ALLIEDSTAR FOR ANY AND ALL DAMAGES ARISING FROM YOUR BREACH OF THESE TERMS.
VII. GENERAL
a. Notices
Alliedstar may provide you with notices regarding the Service, including changes to these Terms, by email to your AS Connect email address (and/or other alternate channel with your Account if provided), or by postings on our website and/or the Service.
b. Application and Jurisdiction of Law
The validity, interpretation, modification, execution and dispute resolution of these Terms shall be governed by the laws of the People's Republic of China. Any dispute arising out of these Terms shall be settled in accordance with the laws of the People's Republic of China and shall be under the jurisdiction of the people's court of the place where the defendant has his domicile.
c. Authority to Execute these Terms
You represent and warrant that you have the right and authority to agree to these Terms, including all attachments hereto, on behalf of your organization.
d. Waiver, Assignment & Severability
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party' s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign or transfer these Terms, by operation of law or otherwise, without Alliedstar’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect
By fixing an electronic mark or clicking or checking "I Accept" or similar language, you agree to these Terms and understand that by signing electronically, these Terms become a binding agreement between You and Alliedstar. Accepting these Terms electronically shall be given the same legal and binding effect as if these Terms were signed manually in paper form by you.
Last revised: January 25, 2023
Exhibit "A"
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (the ''Business Associate Agreement") is entered into as of the last date of signature below by and between You ("Covered Entity"), and Alliedstar Medical Equipment Co., Ltd. ("Alliedstar") ("Business Associate"). This Business Associate Agreement is specifically intended to and shall supersede and replace any business associate agreement previously entered by the parties.
RECITALS
WHEREAS, Congress enacted the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") provisions and any regulations promulgated thereunder, including but not limited to the Privacy Rule, the Security Rule, the Enforcement Rule and the Breach Notification Rule, as such laws and regulations may be amended from time to time (collectively the "HIPAA Rules"); and
WHEREAS, Business Associate is performing services on behalf of Covered Entity under one or more agreements ("Service Agreement" or "Service Agreements") under which Covered Entity discloses or may disclose individually identifiable health information to Business Associate, and Business Associate will have access to, create, receive, maintain and/or transmit certain Protected Health Information in conjunction with the services being provided under the Service Agreement; and
WHEREAS, by providing the services under the Service Agreement, Business Associate is considered a "business associate" of Covered Entity, as that term is defined under the HIPAA Rules.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:
1. Definitions. Terms used but not otherwise defined in this Business Associate Agreement shall have the same meaning as set forth in the HIPAA Rules. For purposes of this Business Associate Agreement, the following capitalized terms shall have the meanings ascribed to them below:
(a) "Designated Record Set" shall have the meaning given to such term under 45 CFR §164.501.
(b) "Electronic Protected Health Information" shall have the meaning given to such term under 45 CFR §160.103.
(c) "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, as amended.
(d) "Individual" shall have the meaning given to such term under 45 CFR §160.103.
(e) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.
(f) "Protected Health Information" shall have the meaning given to such term under 45 CFR §160.103.
(g) "Required by Law" shall have the meaning given to such term under 45 CFR §164.103.
(h) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his/her designee.
(i) "Security Incident" shall have the meaning given to such term under 45 CFR §164.304.
(j) "Security Rule" shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.
(k) "Subcontractor" means a person or entity to whom Business Associate delegates a function, activity, or service, other than in the capacity of a member of the workforce member of Business Associate.
(l) "Unsecured Protected Health Information" shall have the meaning given to such terms under 45 CFR §164.402.
2. Obligations of Business Associate.
(a) Business Associate agrees not to use or disclose Protected Health Information other than as permitted or required by this Business Associate Agreement or as Required By Law.
(b) Business Associate agrees to use appropriate safeguards, and to comply with the Security Rule with respect to Electronic Protected Health Information, to prevent the use or disclosure of Protected Health Information other than as provided for by this Business Associate Agreement.
(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Business Associate Agreement.
(d) Business Associate agrees to report to Covered Entity, without unreasonable delay and in accordance with applicable law, any use or disclosure of Protected Health Information not provided for by this Business Associate Agreement of which it becomes aware, including breaches of unsecured Protected Health Information and any Security Incident of which it becomes aware. Notwithstanding the foregoing, Covered Entity acknowledges that this Business Associate Agreement constitutes notice of all Unsuccessful Security Incidents. For purposes of this Business Associate Agreement, "Unsuccessful Security Incidents" include without limitation: (i) "pings" (a request-response utility used to determine whether a specific Internet Protocol (IP) address, or host, exists or is accessible); (ii) port scans; (iii) malware (such as viruses and worms) that is detected and eradicated prior to having any effect on the relevant information system; (iv) attempts to log on to the information system or enter a database containing Protected Health Information with an invalid password or username; and (v) denial-of-service attacks that do not result in an information system server being taken off-line; so long as no such incident results in a potential unauthorized access, Use, Disclosure, modification, or destruction of Protected Health Information or interference with an information system.
(e) Business Associate agrees to ensure that its agents and/or subcontractors that create, receive, maintain and/or transmit Protected Health Information agree to substantially the same restrictions and conditions that apply through this Business Associate Agreement to Business Associate.
(f) If Business Associate maintains any portion of a Designated Record Set for Covered Entity, Business Associate agrees to provide access to Protected Health Information in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations and in accordance with 45 CFR 164.524.
(g) If Business Associate maintains any portion of a Designated Record Set for Covered Entity, Business Associate agrees to make Protected Health Information available for amendment(s) agreed to by Covered Entity and incorporate any such amendments.
(h) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by, Business Associate on behalf of Covered Entity available to the Secretary for purposes of having the Secretary determine Covered Entity's compliance with the HIPAA Rules.
(i) Business Associate agrees to document disclosures of Protected Health Information as required by the Privacy Rule and make such documentation available to Covered Entity as needed to allow Covered Entity to respond to an Individual’s request for an accounting of disclosures of Protected Health Information.
(j) To the extent Business Associate has been engaged to perform any obligation described in the Privacy Rule on behalf of Covered Entity, Business Associate agrees to comply with the requirements of the Privacy Rule that would apply to Covered Entity in the performance of such obligations.
3. Permitted Uses and Disclosures of Protected Health Information by Business Associate.
(a) General Use and Disclosure Provisions. The terms of this Business Associate Agreement shall apply to all Protected Health Information created on behalf of, or received directly or indirectly from, Covered Entity, its business associates and all Subcontractors. Business Associate agrees that it shall receive, protect, store, use, disclose, maintain, and return to Covered Entity all Protected Health Information in accordance with the terms and conditions of this Business Associate Agreement. Business Associate may use and disclose Protected Health Information as necessary to perform the services set forth in Service Agreement or as required by law, provided that any such use or disclosure would not violate the Privacy Rule if done by Covered Entity, except for the specific uses and disclosures specified below. When using or disclosing Protected Health Information or when requesting Protected Health Information from Covered Entity, Business Associate shall limit Protected Health Information to the minimum necessary to accomplish the intended purpose of the use, disclosure or request.
(b) Management and Administration.
(i) Business Associate may use Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.
(ii) Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that (1) the disclosure is Required By Law; or (2) Business Associate obtains reasonable written assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person agrees to notify Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
(c) Data Aggregation. Business Associate may provide data aggregation services relating to the health care operations of Covered Entity.
(d) De-Identification. Business Associate may de-identify Protected Health Information created or received by Business Associate pursuant to this Business Associate Agreement provided that the de-identification conforms to the requirements of the Privacy Rule. The parties acknowledge once Protected Health Information is de-identified by Business Associate, such de-identified data is not subject to the terms of this Business Associate Agreements and may be used by Business Associate for any purpose, without limitation, to the extent permissible by law.
4. Obligations of Covered Entity.
(a) Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
(i) Covered Entity shall notify Business Associate of any limitation(s) in a covered entity's notice of privacy practices, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information.
(ii) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.
(iii) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of Protected Health Information that Covered Entity agreed to, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information.
(b) Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.
5. Electronic Data Interchange.
Business Associate agrees that if it (or any of its agents or subcontractors) conducts electronic transmissions on behalf of Covered Entity for which the Secretary has established a "standard transaction," Business Associate (and such agents and subcontractors) shall comply with the requirements of the Standards for Electronic Transactions under 45 CFR Parts 160 and 162.
6. Term and Termination.
(a) Term. This Business Associate Agreement shall terminate when all Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.
(b) Termination for Cause. Without limiting the termination rights of the parties pursuant to the Service Agreement, in the event of a material breach of the terms of this Business Associate Agreement by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach. Covered Entity may terminate this Business Associate Agreement if Business Associate does not cure any material breach within twenty (20) days.
(c) Effect of Termination.
(i) Except as provided in paragraph (ii) of this subsection, upon termination of this Business Associate Agreement, for any reason, Business Associate shall retain only that Protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. Business Associate shall return or destroy all other Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, and retain no copies of such Protected Health Information.
(ii) In the event that Business Associate determines that returning or destroying Protected Health Information is infeasible, Business Associate may retain such Protected Health Information, in which case Business Associate shall extend the protections of this Business Associate Agreement to the retained Protected Health Information.
7. Miscellaneous.
(a) Regulatory References. A reference in this Business Associate Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
(b) Amendment. The parties agree to take such action as is necessary to amend this Business Associate Agreement from time to time as is necessary for Covered Entity and Business Associate to comply with the requirements of the HIPAA Rules.
(c) Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved to permit the parties to comply with the HIPAA Rules. In the event of any inconsistency or conflict between this Business Associate Agreement and the Service Agreement, the terms, provisions and conditions of this Business Associate Agreement shall govern and control.
(d) No Third Party Beneficiary. This Business Associate Agreement is solely for the benefit of the parties hereto and no other party shall be deemed a third party beneficiary of this Business Associate Agreement.
(e) Notices. Any notices to be given hereunder shall be made via hand delivery or certified U.S. mail, return receipt requested with a courtesy copy via email.
(f) No Agency Relationship. Both parties agree that Business Associate is not, and shall not be deemed to be, an agent of Covered Entity, and both agree that Business Associate is an independent contractor.
(g) Assignment. This Business Associate Agreement shall follow any permitted assignment of one or more of the Service Agreements, and thereby be applicable to, and binding on, any permitted assignee of one or more of the Service Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Business Associate Agreement to be executed by their respective duly authorized officers, by way of agreeing to the Terms,this Business Associate Agreement thereby being effective as of as of the date the Terms & Conditions are accepted.
Exhibit "B"
DATA PROCESSING AGREEMENT
1. Definitions
Under this Exhibit:
Adequate Country means:
(a) in respect of Personal Data that is transferred from the EEA, a country outside the EEA which the European Commission has decided ensures an adequate level of protection for Personal Data in accordance with Data Protection Legislation, or
(b) in respect of Personal Data that is transferred from the UK, a country outside the UK which the UK Secretary of State has decided ensures an adequate level of protection for Personal Data in accordance with the Data Protection Legislation, and non-Adequate Country means a country that is outside the EEA and/or the UK and which is not an Adequate Country];
Controller, Data Subject, Personal Data Breach, Processing, and Supervisory Authorities have the same meaning as described under the Data Protection Legislation (and Process and Processed shall be construed accordingly);
Data Protection Legislation means any applicable laws relating to the Processing, privacy and/or use of Personal Data, as binding on either party, including (to the extent applicable) the EU Data Protection Legislation, the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by a Regulator;
Data Subject Access Request means the exercise by a Data Subject of his or her rights under Article 15 of the UK GDPR and the Data Protection Act 2018;
DPA means this Data Processing Agreement;
EU Data Protection Legislation means all laws relating to data protection, the Processing of Personal Data, privacy and/or electronic communications in force from time to time in the EU and members of the EEA, including the EU GDPR;
EU GDPR means Regulation (EU) 2016/679 as amended from time to time;
Personal Data shall have the same meaning as described under the Data Protection Legislation and also include any personal data that is shared by You with Us on a Controller to Processor basis; and
Regulator means any and all governmental or regulatory bodies responsible for regulation of the use and/or Processing of Personal Data including the Information Commissioner's Office (ICO) in the UK, as applicable.
UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (as it forms part of domestic law in the UK by virtue of Clause 3 of the European Union (Withdrawal) Act 2018) (UK GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as may be amended, superseded or replaced from time to time, and in each case as may be amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019;
Terms used but not otherwise defined in this DPA shall have the same meaning as set forth in the above Terms.
2. Obligations
2.1 When We act as a Processor on Your behalf, We will carry out the Processing activities below:
(a) Subject matter of the Processing: the provision of the Sites and the Services to You and providing customer, service and technical support.
(b) Duration of the processing: starting on the date You make an enquiry to Neoss and Your Personal Data is passed on to Us by Neoss, until You either remove the relevant Personal Data from the AS Connect or delete your Account with us.
(c) Nature and purpose of the Processing: (1) to communicate and respond to customer enquiries received by Neoss; (2) to host the AS Connect Platform which facilitates Your sharing of information with the third parties You choose to communicate with using Our Sites and/or the AS Connect.
(d) Type of Personal Data involved: Email, Academic title, Gender, Name, Phone.
(e) Categories of data subject: users such as dental practices, clinics and laboratories.
2.2 In the event that Alliedstar Processes any Personal Data for and on behalf of You, Alliedstar shall:
(a) only Process the Personal Data in accordance with this DPA and the Terms and on the express instructions from You from time to time;
(b) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing;
(c) except to the extent required by Data Protection Legislation, return or delete, at Your sole discretion, all the Personal Data upon the termination of the Processing carried out under this DPA and promptly provide You with confirmation in writing that it has done so;
(d) at the request of You, promptly make available to You and such relevant Regulator all information necessary to demonstrate its compliance with Data Protection Legislation;
(e) maintain a record of all categories of Processing it undertakes under this DPA and provide a copy of such record to You for inspection on demand;
(f) maintain a record of all the Personal Data Breaches relating to the Personal Data and provide a copy of such record to You for inspection on demand;
(g) provide You with a copy of any or all the Personal Data Processed under this Agreement on demand, in a format requested by You;
(h) make all reasonable efforts to ensure that the Personal Data is accurate and up-to-date at all times;
(i) not keep the Personal Data for longer than is necessary for performance of this DPA, so as to comply with the principle of data minimisation;
(j) provide such reasonable assistance as You may reasonably require in connection with Our Processing of Personal Data under this DPA (taking into account the nature of Processing and the information available to Alliedstar) to ensure compliance with Your obligations under Data Protection Legislation (where applicable) with respect to:
(i) security of Processing;
(ii) notifying Personal Data Breaches to the Regulator and affected Data Subjects;
(iii) data protection impact assessments (as such term is defined in Data Protection Legislation); and
(iv) prior consultation with the Regulator regarding high risk Processing;
(k) immediately notify You if it considers that Your instructions infringe Data Protection Legislation;
(l) ensure that all its personnel who are engaged by or on behalf of Us in Processing the Personal Data shall have agreed in writing to obligations of confidentiality no less onerous than those to which Alliedstar is bound under this DPA;
(m) make available to You all information necessary to demonstrate Our compliance with the obligations in the Data Protection Legislation and this DPA and allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You; and
(n) only transfer or Process Personal Data in a non-Adequate Country if it has entered into a lawful data transfer mechanism under the Data Protection Legislation so that appropriate safeguards are in place pursuant to Article 46 of the UK GDPR.
3. Compliance with Data Protection Legislation
3.1 Alliedstar shall:
(a) provide You with reasonable assistance in complying with any Data Subject Request or communicating with the Regulator in relation to the Processing of the Processed Personal Data (Regulator Correspondence); and
(b) promptly, upon receipt of any request or correspondence, inform You about the receipt of any Data Subject Requests or Regulator Correspondence.
4. Personal Data Breaches
4.1 Alliedstar will without undue delay (and in any event within 48 hours) notify You if it becomes aware of any Personal Data Breach relating to the Personal Data.
4.2 Where Alliedstar becomes aware of any Personal Data Breaches relating to the Personal Data, it shall, without undue delay, also provide You with the following information:
(a) description of the nature of the Personal Data Breach, including the categories and approximate number of both Data Subjects and Personal Data records concerned;
(b) the likely consequences; and
(c) description of the measures taken or proposed to be taken by Us or any of our sub-Processors to address the Personal Data Breach, including measures to mitigate its possible adverse effects.
5. Appointment of Sub-Processors
5.1 Any appointment of a sub-contractor or sub-Processor by Alliedstar for the purpose of Processing the Personal Data must be notified to You in advance and is subject to the fulfilment of the following conditions:
(a) Alliedstar having provided You with full details of the sub-Processor and You shall be deemed to have accepted such appointment unless You notify Alliedstar of Your objection to the appointment of such sub-Processor within twelve (12) business days from notification; and
(b) Alliedstar having duly executed an agreement with the relevant sub-Processor which includes terms which are substantially the same as the terms set out in this DPA
Notwithstanding any such appointment, We shall remain fully liable for the acts and omissions of our sub-Processors in respect of their Processing of the Personal Data.
IN WITNESS WHEREOF, this DPA is entered into by way of Your acceptance of the Terms between the parties, this DPA thereby being effective as of as of the date the Terms are accepted.