Vectramind ("Synapse") provides Software as a Service (SaaS) that allows our customers to store, analyze and transfer messages between their business systems and their customers on a variety of Synapse messaging channels (the "Service"). A "Customer" is an entity with whom Vectramind has an agreement to provide the Service.
Vectramind ("firstpass") provides a unified patient experience platform solution to our healthcare customers that allow them to use the entire stack of modules or individually in accordance to their requirements, as they see fit. A "Customer" is an entity with whom Vectramind has an agreement to provide the solution.
The Terms of Service (the "Agreement") for these is an agreement between the Customer and Vectramind, together the "Parties" and each, a "Party", and is entered on the date the Customer signs up for a Synapse account or a firstpass account through the Vectramind website (the "Effective Date").
If you register for a Synapse or a firstpass account, you acknowledge your understanding of these terms and enter the Agreement on behalf of the Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.
If a Customer violates any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services.
Vectramind may, but have no obligation to remove Content and Accounts containing Content that we determine in our sole discretion which would be deemed as unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.
Vectramind may refuse service to anyone for any reason at any time.
BY USING ANY ELEMENT OF THE SYNPASE AND FIRSTPASS SOLUTIONS (INCLUDING THE WEBSITE), THE CUSTOMER ACKNOWLEDGES THAT HE/SHE HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLIES WITH THE TERMS AND CONDITIONS, SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME.
IF THE CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, HE/SHE WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SYNPASE AND FIRSTPASS SOLUTIONS, INCLUDING USE OF ANY PART THEREOF.
THE CUSTOMER REPRESENTS AND WARRANTS TO SYNAPSE AND FIRSTPASS, THAT HE/SHE HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF THE CUSTOMER IS USING THE SYNPASE AND FIRSTPASS SOLUTIONS ON BEHALF OF ANOTHER PERSON, THE CUSTOMER HEREBY REPRESENTS AND WARRANTS TO SYNAPSE AND FIRSTPASS THAT THE CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
Provisioning of the Synapse platform. Subject to the Customer's compliance with the terms and conditions of this Agreement, Synapse will make the Platform available to the Customer on the terms and conditions set out in this Agreement, provided that: (i) Customer has read and accepted and is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications for Synapse, as well as all applicable conditions related to firstpass; and (ii) has taken all steps as necessary to enable interoperability between the Synapse Platform and firstpass platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications, including acquiring the necessary approvals and API keys, whether directly or via Customer's Clients, to access these messaging channels as a business.
Vectramind reserves the right to modify, suspend, or discontinue the Service at any time for any reason, with or without notice.
Vectramind reserves the right to change our monthly/annual fees upon 30 days' notice. The fee change will be notified per email to all our subscribers and will be reflected on the pricing page at Synapse/pricing.
Vectramind reserves the right to update and change the Terms of Service from time to time without notice. Any new feature that augments or enhances the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Should you continue to use the Service after any such modification has been made, this shall constitute your agreement to such modifications.
During the Term, Customer hereby grants to Vectramind a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Customer's trademarks and logos made available to Vectramind by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Synapse Solution, including listing the Customer and the Customer Application on the Synapse Website; and only in accordance with Customer's reasonable trademark usage guidelines, as updated by Customer from time to time. Customer may require Vectramind to cease using Customer's trademarks and logos if, in the reasonable opinion of Customer, the continued display of Customer's trademarks and logos would cause a materially adverse effect on Customer's image and the goodwill associated therewith.
2.Vectramind expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in (i) the Synapse Solution (or any part thereof) and any other materials or content provided by Vectramind under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collective, the "Synapse Property"), in each case. All right, titles and interests in the Synapse Property will remain with Vectramind (or Synapse's third-party suppliers, as applicable). Customer may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Synapse or its suppliers own. The Customer agrees not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Synapse. For greater certainty, the Synapse Property is licensed and not "sold" to the Customer.
Vectramind claims no intellectual property rights over the Content you upload or provide to the Service.Vectramind's Right to Use Customer Data Customer acknowledges and agrees that Synapse may store, use, reproduce, Modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. The Customer further acknowledges and agrees that Synapse may store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. The customer agrees to cause any Administrative User, Customer's Client and Chat Participant to agree to the terms.
1.Customer Accounts. Upon the Customer's request, Vectramind will issue one or more administrator accounts (the "Administrator Accounts") to the Customer that provides the Customer with the capability to create accounts for use by individuals who are an employee or contractor of the Customer and that the Customer wishes to have access to and use of the Synapse Platform (each, an "Administrative User"). The Customer will ensure that Administrative Users only use the Synapse Platform through their Customer Account. The Customer will not share their Administrator Accounts with any other person and will not allow Administrative Users to share their Customer Account with any other person. The Customer will promptly notify Vectramind of any actual or suspected unauthorized use of the Synapse Platform. Vectramind reserves the right to suspend, deactivate, or replace any Customer Account or Administrator Accounts if it determines that the Customer Account or Administrator Account, as applicable, may have been used for an unauthorized purpose. Customers are responsible for maintaining the privacy and security of their accounts. Vectramind will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.
Use Restrictions. The Customer acknowledges and agrees that it is responsible for the activities and communications of all Administrative Users and Chat Participants on the Synapse Platform, and the compliance by all Administrative Users, Customer's Clients and Chat Participants within this Agreement, and any guidelines and policies published by Vectramind from time to time.
The Customer is fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You are responsible for all Content sent and activity that occurs under your account (even when Content is sent by others to your account).
Vectramind may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.
Without limiting the generality of any of the foregoing, Customer will not, and will not permit any other person (including any Administrative Users, Customer's Clients or Chat Participants) to:
Use the Synapse Platform to send, upload, collect, transmit, store, use, disclose or process, or ask Vectramind to obtain from third parties or perform any of the above with respect to, any Customer Data: that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer or the applicable Administrative User, Customer's Client or Chat Participant does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display; that is false, intentionally misleading, or impersonates any other person; that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; that is harmful to minors in any way or targeted at persons under the age of 16; that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or that encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Synapse Platform (e.g., a denial of service attack); - attempt to gain unauthorized access to the Synapse Platform; - use any data mining, robots, or similar data gathering or extraction methods, or copy, mdify, reverse engineer, reverse assemble, disassemble, or decompile the Synapse Solution or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this Agreement; - Uuse the Synapse Solution for the purpose of building a similar or competitive product or service; or - Use the Synapse Solution other than as permitted by this Agreement;
- The Customer shall adhere to all the terms & conditions set by WhatsApp at all times. WhatsApp may update WhatsApp Business Policy without notice; by continuing to use the WhatsApp Business Products after such change, the Customer consents to such changes. https://www.whatsapp.com/legal/business-policy/ - The Customer is not in violation of the WhatsApp Commerce Policy and is not in any of the restricted industries. https://www.whatsapp.com/legal/commerce-policy/ - WhatsApp may add limits to businesses on the number of messages to send per day. All Customers must adhere to this Messaging Limit (https://developers.facebook.com/docs/whatsapp/api/rate-limits) - WhatsApp has the absolute discretion to review, approve or reject any Message Templates (as defined in WhatsApp documentations) at any time. - Customer agrees to ensure full compliance with WhatsApp Policies regarding sending of messages - WhatsApp does not offer a way to be notified when a user has blocked your sender, or to retrieve a list of users who have blocked you. - Any violation of these WhatsApp policies may lead to suspension of the number by WhatsApp. WhatsApp has absolute discretion to limit or remove Customer's access to or use of the WhatsApp Business Products if Customer receives excessive negative feedback, causes harm to WhatsApp or WhatsApp's users, or violates or encourages others to violate our terms or policies, as determined by WhatsApp in our sole discretion. If WhatsApp terminates your account for violations of relevant WhatsApp Business terms or policies, WhatsApp may prohibit Customer and Customer organization from all future use of WhatsApp products. - Vectramind shall take no responsibility in case of any such violation. Any additional charge arising due to this shall be borne by the Customer. - Once registered on Synapse, Customers cannot reuse the WhatsApp number on WhatsApp Business App or the WhatsApp mobile app. The Customer owns the phone number.
- WhatsApp imposes reviews, such as Facebook business verification (https://www.facebook.com/business/help/2058515294227817?id=180505742745347) to ensure the quality of businesses using WhatsApp products. These requirements are prerequisites to using WhatsApp Business API and Synapse. WhatsApp has absolute discretion to approve the Customer's usage of WhatsApp products. Vectramind will assist with the application and submission process
- By using Synapse, clients agree to the setup for WABA and WhatsApp business API and will provide all the prerequisite documents as required by Whatsapp & Facebook.
WhatsApp Message Policy - WhatsApp may change acceptable message types and related policies at their absolute discretion at all times. - The Customer may only initiate chats if you are sending a transactional notification, and only via approved Message Templates (as defined in WhatsApp documentation), subject to applicable pricing. Any Message Templates must comply with WhatsApp's terms, and only be used for their designated purpose. WhatsApp has the right to review, approve and reject any Message Template at any time. — Customer acknowledges that they are responsible for the variable Message Template costs, billed by Synapse. - If a person initiates a chat with a Customer, you may continue that conversation via WhatsApp for up to 24 hours after the last message sent to you by that person without charge ("Customer Service Window"). Outside of the Customer Service Window, Customer may only send messages via approved Message Templates, for which Synapse will bill and charge Customer the applicable rate. - Customer may use automation when responding during the Customer Service Window, but must also have available prompt, clear, and direct escalation paths to human agents.
- Customer will generally have access to Synapse's technical support from 09:00 am to 5:00 pm UAE Time (GMT+4:00) on weekdays (other than holidays observed by Vectramind) through email support, or through the website using our chat widget, or by mailing us on support@vectramind.com
2.The customer will pay Synapse the applicable fees described on the Synapse Website (the "Fees") during the Term in accordance with the payment terms set out herein.
For greater clarity, Synapse's Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of the Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Vectramind, in which case Vectramind shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on Vectramind beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Vectramind shall have the right to charge the Customer for this additional service, and the Customer shall have the right to accept such charges or decline them and not use the associated channel.
- All Fees shall be in UAE Dirhams or US Dollars; - The Fees start immediately after you make the payment. The onboarding verification time is counted towards the subscription. - One-time onboarding fee for WhatsApp Green Checkmark Verification is non-refundable. WhatsApp holds absolute discretion whether to grant Green Checkmark, that they verify Customer as an authentic, notable brand that owns the WhatsApp account. https://developers.facebook.com/docs/whatsapp/guides/display-name/ - Vectramind shall charge and invoice the Customer applicable Fees in accordance with our pricing schedule, in advance, by credit card, on the Effective Date and on every anniversary thereafter. Subscription Fees are charged on a pre-pay basis. Usage Fees are charged on a post-pay basis at the end of each month and will cover the use of the variable messages fees for the previous month. All monthly & usage payments are nonrefundable. - The customer is responsible for all charges incurred (for example - international remittance, bank transfer, and handling fees), and Vectramind shall receive the total amount stated in the invoice. - There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. - Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by the Customer.
Disputed Invoices or Charges. If the Customer, in good faith, disputes any portion of an invoice or charge, Customer may provide a dispute notice to Vectramind with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If the Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice.
Late Payment. Except for bona fide disputed amounts, any failure to make a payment of any Fee or tax in strict conformity with the requirements entitles Vectramind to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Vectramind shall assess, and the Customer shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed). Furthermore, upon any such failure, all outstanding amounts shall become due and payable without further delay. - Any invoice overdue for more than 30 days will result in account suspension. The customer's account will only be activated after all overdue invoices are fully settled. - Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Synapse once your account is cancelled.
- Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value-added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and the Customer will pay, indemnify and hold harmless Vectramind from the same, other than taxes based on the net income or profits of Vectramind.
Limitation of Liabilities The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy: