§ 1
Services
“Services” means the products and services ordered by Customer from Valiance Health via a signed Order Form or online checkout referencing these Terms, including any software, platforms, dashboards, and support services made available during the subscription Term. Services exclude any third-party products or integrations, even where connected to the Services.
Subject to these Terms, Valiance Health will make the Services available during the applicable Term as specified in your Order Form.
§ 2
Fees and Payment
2.1 Fees
Customer will pay the fees set out in the applicable Order Form (“Fees”). Valiance Health will invoice Customer within thirty (30) days of the Effective Date of the Order Form. All invoiced Fees are due net forty-five (45) days from the invoice date.
2.2 Taxes
Fees do not include local, state, federal, or other governmental taxes, levies, or duties. Customer is responsible for all such taxes except for taxes levied on Valiance Health's net income. Late payments may be subject to interest at the maximum rate permitted by applicable law.
§ 3
Term and Termination
3.1 Term
These Terms commence on the Effective Date and remain in effect for the duration of the Initial Term and any Renewal Terms specified in the Order Form (“Term”), unless earlier terminated under this Section.
3.2 Termination for Cause
Either Party may terminate these Terms immediately on written notice if: (a) the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy.
3.3 Cancellation
Either Party may cancel these Terms and any applicable Order Form by providing at least thirty (30) days' prior written notice to the other Party.
3.4 Effect of Termination
Upon termination or expiry: (a) Customer's right to access the Services ceases immediately; (b) Valiance Health will delete or return Customer's Service Data within ninety (90) days, unless required by law to retain it; and (c) all outstanding Fees become immediately due. Provisions that by their nature should survive termination will do so, including Sections 5, 8, 10, 11, and 12.
§ 4
License and Acceptable Use
4.1 License
Subject to these Terms and payment of applicable Fees, Valiance Health grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer's internal business purposes.
4.2 Authorized Users
Customer may grant access to its employees, contractors, or agents (“Authorized Users”) up to the number of seats in the Order Form. Each account is for a single individual. Customer is responsible for all use of the Services by Authorized Users and must promptly notify Valiance Health of any unauthorized access or use.
4.3 Prohibited Uses
- ✕Distribute, resell, or permit unauthorized access to the Services
- ✕Use the Services in violation of applicable laws and regulations
- ✕Interfere with or disrupt the Services or other users' access
- ✕Reverse engineer or attempt to derive source code from the Services
- ✕Upload defamatory, harassing, or IP-infringing content
- ✕Introduce malicious code, viruses, or exploits
- ✕Use automated data scraping or extraction tools against the Services
§ 5
Confidentiality
“Confidential Information” means any financial, technical, or business information designated as confidential by the disclosing Party, or that the receiving Party reasonably should understand to be confidential given the nature of the information and circumstances of disclosure.
Each Party will: (a) hold the other's Confidential Information in strict confidence; (b) use it only as necessary to perform obligations or exercise rights under these Terms; and (c) not disclose it to third parties without prior written consent, except to employees or contractors with a need to know who are bound by confidentiality obligations no less restrictive than these Terms.
Disclosure is permitted to the extent required by law or court order, provided the receiving Party gives the disclosing Party prompt prior written notice (where legally permitted) and cooperates with any effort to limit disclosure.
§ 6
Data Practices
Service Data
Electronic data, text, messages, communications, or other materials submitted to and stored within the Services by Customer. Customer retains full ownership.
Usage Data
Aggregated and anonymized metrics about Customer's use of the Services. Valiance Health owns all Usage Data.
6.3 Use of Data
Valiance Health will use Service Data solely: (a) to operate, maintain, and improve the Services; (b) to communicate with Customer and Authorized Users regarding the Services (to opt out of promotional emails, contact support@valiancehealth.com); (c) in anonymized or aggregated form to develop new features; and (d) as shared with authorized Sub-Processors as described in Section 7.4.
Valiance Health will not sell, rent, or lease Service Data to any third party.
6.4 Safeguards
Valiance Health maintains commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Service Data.
6.5 Healthcare and Personal Data Processing
Where Customer is a “covered entity” or “business associate” under HIPAA and the Services involve the creation, receipt, maintenance, or transmission of protected health information on Customer's behalf, the Business Associate Agreement attached as Exhibit B (“BAA”) is automatically incorporated into these Terms. Where Customer's use of the Services involves the processing of personal data subject to the Malaysian Personal Data Protection Act 2010 (“PDPA”) or an equivalent data-protection regime, the Data Processing Addendum attached as Exhibit C (“DPA”) is incorporated into these Terms. In any conflict between these Terms and the BAA or DPA on matters of data protection, the BAA or DPA (as applicable) governs.
§ 7
Privacy
7.1 Privacy Policy
Valiance Health handles Personal Data in accordance with the Privacy Policy, which is incorporated into these Terms by reference.
7.2 Customer as Controller
To the extent Service Data constitutes Personal Data, Customer is the data controller and Valiance Health processes such data on Customer's behalf as a data processor.
7.3 Hosting and Processing
Service Data is hosted on Amazon Web Services. For Customers contracting with Valiance Health Sdn. Bhd., data is processed within the AWS Asia Pacific (Malaysia) region (ap-southeast-5). For Customers contracting with Valiance Health Inc., data is processed within the applicable US AWS region. Additional details are set out in the DPA where applicable.
7.4 Sub-Processors
Valiance Health engages third-party sub-processors to support delivery of the Services and remains responsible for their acts and omissions. A current list of Sub-Processors is available upon written request. Customers may subscribe to receive notice of sub-processor changes by emailing admin@valiancehealth.com.
§ 8
Intellectual Property
Valiance Health exclusively owns all rights, title, and interest in the Services and all components thereof, including all improvements, enhancements, and derivative works. Nothing in these Terms transfers any ownership rights to Customer.
Customer grants Valiance Health a non-exclusive, royalty-free, worldwide, perpetual license to use any feedback, suggestions, or enhancement requests provided by Customer or Authorized Users solely to improve the Services.
§ 9
Warranties and Disclaimers
9.1 Authority
Each Party represents and warrants that: (a) it has the legal authority to enter into these Terms; and (b) its performance will not violate any applicable law or existing agreement.
9.2 Service Warranty
Valiance Health warrants that the Services will perform materially in accordance with the then-current documentation during the Term. Customer's exclusive remedy for a breach of this warranty is termination under Section 3.2.
9.3 Disclaimer
Except as expressly set forth in section 9.2, the services are provided “as is” and “as available” without warranty of any kind. Valiance Health expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
§ 10
Indemnification
10.1 By Valiance Health
Valiance Health will defend and indemnify Customer against any third-party claim that Customer's permitted use of the Services infringes a valid patent, copyright, trademark, or trade secret, provided Customer: (a) promptly notifies Valiance Health in writing; (b) grants Valiance Health sole control of the defense and settlement; and (c) provides reasonable cooperation.
10.2 By Customer
Customer will defend and indemnify Valiance Health against any third-party claim arising from: (a) Customer's breach of these Terms; or (b) allegations that Customer's Service Data infringes any third-party intellectual property rights.
§ 11
Limitation of Liability
Under no circumstances will either party be liable for any lost profits, lost data, loss of goodwill, business interruption, or any indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages.
Each party's total aggregate liability arising out of or related to these terms will not exceed the total fees paid by customer to Valiance Health in the twelve (12) months immediately preceding the event giving rise to the claim.
§ 12
General
12.1 Entire Agreement
These Terms and any applicable Order Form(s) constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements and understandings.
12.2 Amendments
Valiance Health may amend these Terms by providing at least ten (10) days' prior written notice. Customer's continued use of the Services after the effective date of any amendment constitutes acceptance.
12.3 Assignment
Either Party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the other Party receives prior written notice and the successor agrees to be bound by these Terms. Any other assignment requires prior written consent.
12.4 Severability
If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full effect.
12.5 Notices
Notices to Valiance Health must be sent in writing to the Contracting Entity at the address set out in Exhibit A. Valiance Health may deliver notices to Customer by email to the address on the Order Form. Email notices are effective immediately upon delivery.
12.6 Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the governing law specified for the Contracting Entity in Exhibit A, without regard to its conflict-of-law principles. Any disputes arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the courts specified for that Contracting Entity in Exhibit A.
12.7 Export Compliance
Customer agrees to comply with all applicable export control, sanctions, and trade compliance laws in connection with its access to and use of the Services.
12.8 Anti-Corruption
Each Party represents that it has not and will not offer or accept any bribe, kickback, or improper payment in connection with these Terms.
12.9 Relationship of the Parties
The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
12.10 Publicity
Valiance Health may use Customer's name and logo to identify Customer as a client on Valiance Health's website and marketing materials, subject to Customer's trademark usage guidelines. Customer may revoke this permission at any time with written notice.
Exhibit A
Contracting Entity
The Contracting Entity for a given Customer is identified on that Customer's Order Form.
Valiance Health Inc.
Address for notices
1303 West Valencia Drive, #327, Fullerton, California 92833, USA
Governing law
The laws of the State of Delaware, without regard to conflict of law principles
Exclusive jurisdiction
The state and federal courts located in New Castle County, Delaware
Valiance Health Sdn. Bhd.
Address for notices
72, Plaza Danau 2, Jalan 2/109F, Taman Danau Desa, 58100 Kuala Lumpur, Malaysia
Governing law
The laws of Malaysia, without regard to conflict of law principles
Exclusive jurisdiction
The courts of Kuala Lumpur, Malaysia
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