Terms of Service (version 3.0.0 - 19-Feb-2023)

Effective February 19th, 2023

1. Introduction

These Terms of Service (hereinafter referred to as “Terms”) govern the use of the Scribo Services, as provided by Scribo Limited (hereinafter referred to as the “Scribo”, “We”, “Our”, “we”, “our” or “us”), by you as a natural person or a legal person (hereinafter referred to as the “Licensee”, “You”, “Your”, “you” or “your”). Scribo and you may individually or collectively be referred to as the “Party” or “Parties” respectively herein, as the context requires. References herein to Sections are to the sections of the Terms. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Scribo Services, whichever is earlier (hereinafter referred to as “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Scribo User Account or place an Order. For No-Charge Products as defined in Section 23, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product.

If you, as a natural person, register to access, use and/or subscribe to the Scribo Services on behalf of a legal person, you represent to Scribo that you are obliged and have the legal authority to bind that legal person to these Terms, and that your acceptance of these Terms will be treated as acceptance by that legal person. All the decisions from Scribo are final and binding. The Scribo Services are not available to persons who are not legally eligible to be bound by these Terms. The following additional terms and conditions and policies are constituents of and incorporated by reference into the Terms:

• Privacy Policy
• Cookie Policy
• Trademark and Brand Usage Policy
• Rxon® Drug Intelligence and Clinical Decision Support Software End User License Agreement

Your access to and use of the Scribo Services, and the licenses granted herein, are expressly conditioned upon your compliance with and acceptance of these Terms.

As long as you comply with these Terms, Scribo grants you a limited, fully revocable, non-transferable, non-exclusive, non-assignable, non-sublicensable right to access and use the Scribo Services as they are intended to be used and in accordance with these Terms and the Applicable Laws. We grant you no other rights, implied or otherwise.

2. Definitions

“Additional Services” means services, premier or priority support or other services we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription to the Scribo Services.

“Affiliate” means, with respect to a Party, any other individual or entity controlling, controlled by or under common control with such Party. For the purposes of this definition and these Terms, the term “control” (and correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Party.

“Applicable Laws” means all applicable common laws, civil laws, statutes, ordinances, rules, regulations, codes, requirements, laws or orders of any governmental authority.

“Clinic Account Creation Date” means the date on which a respective Scribo Clinic Account is created.

“Clinic Member” means an individual you or your Affiliate permits or invites, who accepted such invitation, to i) join the Scribo Clinic Account of a Subscribed Clinic with an existing Scribo User Account or ii) create a Scribo User Account and use such to join the Scribo Clinic Account of a Subscribed Clinic. For the avoidance of doubt, i) individuals invited by a Clinic Member with the same intent of your invitation to such Clinic Member and ii) individuals using or having Scribo Accounts registered with email addresses from your verified domain are also considered Clinic Members.

“Clinic Member Account” means the Scribo User Account(s) used by a Clinic Member to join and/or access the Scribo Clinic Account of a Subscribed Clinic.

“End User” means an individual who interacts with the Scribo Services, other products or services provided by Scribo as your customer or a customer of a Subscribed Clinic.

“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Scribo Services, Support or Additional Services.

“Order” means Scribo’s applicable online order page(s), flows, in-product screens or other Scribo-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the Scribo Services, (ii) the Subscription Term, domain(s) associated with your use of the Scribo Services, storage capacity or limits, or other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services.

“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.

“Our Technology” means the Scribo Services, Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“Scribo Account” means any Scribo Clinic Account or Scribo User Account.

“Scribo Clinic Account” means an account created on the Scribo® software application by a Scribo User via a Scribo User Account and subscribed to the Scribo Services to solely act as a platform for directly or indirectly running and/or managing all or part of the operation(s) taken place at only one individual medical clinic, or premise of similar context, which such Scribo User owns, practises and/or works for. Each Scribo Clinic Account corresponds to the individual medical clinic, or premise of similar context, by its respective business registration identification registered with the jurisdiction where it operates its business(es), including but not limited to the business registration number.

“Scribo Service(s)” means the provision of access to the cloud-based software-as-a-service solution, Scribo® software application, and services related thereto developed by Scribo, and made available through Amazon Web Service and related platform, that aggregates information from disparate sources and provides a platform to assist healthcare professionals and/or staff working for one or more medical clinic(s), or premise(s) of similar context, in managing i) patient data captured and stored at the clinic(s) or the premise(s); and/or ii) a range of other operations in the clinic(s) or premise(s) by a suite of applications, which includes but not be limited to drug formulary generation, drug prescription alerts, clinical decision support functions or applications, subject to additional terms and conditions as documented herein. The provision of, if applicable, certain related support and/or training services from Scribo on the uses of the Scribo® software application, including but not limited to any utility, application programming interface or tools related thereto, are incorporated as part of the Scribo Services.

“Scribo User” means an individual who uses i) a Scribo User Account to access or use the Scribo Services, or ii) the Additional Services.

“Scribo User Account” means an account created on the Scribo® software application by a Scribo User that enables, identifies and represents him in accessing or using the Scribo Services.

“Subscribed Clinic” means an individual medical clinic or premise of similar context you own, practise and/or work for that has a corresponding Scribo Clinic Account created by you, your Affiliate or a Clinic Member via your Scribo User Account(s) or his respective Scribo User Account(s), respectively, for accessing and using the Scribo Services to directly or indirectly run and/or manage its operation(s).

“Subscription Term” means the permitted subscription period for a Scribo Clinic Account to access or use the products or services provided by Scribo, including the Scribo Services, as set forth in the applicable Order.

“Support” means support that Scribo provides for the Scribo Services or Additional Services. Your Support level may be further specified in the applicable Order.

“User Content” means any data, content, code, video, images or other materials of any type that a Scribo User submits to Scribo Services or Additional Services. In this context, “submit” and any similar term includes submitting, uploading, transmitting or otherwise making available User Content to or through the Scribo Services or Additional Services.

“Website” means the website created by Scribo that is available for public access at www.scribo.com.hk.

3. Restrictions

You must provide accurate, up-to-date and complete information when you register for and establish a Scribo Account. You must have a registered and active Scribo User Account to access and use the Scribo Services. As a condition of use, and the licenses granted to you herein, you agree that you will not or will not attempt to:

• Access and/or use the Scribo Services or Additional Services for purposes beyond, either directly or indirectly, supporting, running and/or managing the operation(s) of the Subscribed Clinic(s) or the intended purposes served by their normal functionalities.
• Distribute any part(s) of the Scribo Services, Additional Services or Website, including but not limited to any content developed or created by Scribo that are made available or accessible via the Scribo Services, Additional Services or Website (hereinafter referred to as “Scribo Content”), in any medium without prior written authorization from Scribo, unless Scribo makes available the means for such distribution through functionality offered by the Scribo Services, Additional Service or the Website.
• Alter or modify any part of the Scribo Services, Additional Services or Website.
• Access Scribo Content through any technology or means other than as Scribo may explicitly designate for this purpose.
• Circumvent, disable or otherwise interfere with any security-related features of the Scribo Services or Website, or features that (i) prevent or restrict use or copying of the Scribo Content or (ii) enforce limitations on use of the Scribo Services, Website or any Scribo Content.
• Without written permission from Scribo, sell access to the Scribo Services and/or Scribo Content, or sell advertisements, sponsorships or promotions placed on or within the Scribo Services or any Scribo Content.
• Use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Scribo Services.
• Collect or harvest any personal data of other users of the Website or other Scribo Users.
• Use the Scribo Services, Additional Services or Website for spamming, advertising, or other solicitation of business in the course of trade or in connection with a commercial enterprise.
• Solicit, for commercial purposes, any of the Scribo Users or users of the Website.
• Access and use the Scribo Services or Scribo Content other than as intended through and permitted by their normal functionality.
• Copy, reproduce, modify, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Scribo Content or other content provided as a Scribo Service or Additional Service for any purposes not expressly permitted herein, or create derivative works of the Scribo Services or Additional Services, without the prior written consent of Scribo and, if applicable, the respective owner(s) of the content.
• Share login credentials or passwords or use of your Scribo User Account with any other person. User IDs are granted to individual, named persons and may not be shared. You are entirely responsible for maintaining the confidentiality of information of your Scribo User Account, including your password, and for any and all activities that occurs under or via your Scribo User Account. If you are the administrator of a Scribo Clinic Account per Section 6.3, you are accountable for any and all activity that occurs under such Scribo Clinic Account. You agree to notify Scribo immediately of any unauthorised use of a Scribo Account or password, the Scribo Services or Additional Services provided to you, or any other breach of security.
• Use the Scribo Services, Additional Services, Website, Scribo Content or User Content to harass, threaten, impersonate, or intimidate anyone.
• Upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, violent, sexually explicit, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Upload, post, email, transmit, publicly perform, or otherwise make available any content that violates the copyright, trademark, publicity, privacy, or other rights of third parties. You must comply with all intellectual property and other laws applicable to your use of the Scribo Services or Additional Services.
• Upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
• Upload, post, email, transmit, or otherwise make available any malware, adware, spyware, viruses or any software of a destructive or malicious nature.
• Violate any laws applicable to your use of the Scribo Services, Additional Services or Website, including but not limited to intellectual property and data protection laws.
• Use the Scribo Services, Additional Services or Website for any illegal or unauthorised purpose. You agree to comply with all Applicable Laws in all applicable jurisdictions, including your own jurisdiction.
• Without written permission from Scribo, use the Scribo Services, Additional Services, Website, Scribo Content or User Content to falsely suggest an affiliation, sponsorship, or endorsement on the part of Scribo for the topic.
• Reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Scribo Services or Additional Services (if applicable), except to the extent expressly permitted by applicable law and then only upon advance notice to us.
• Remove or obscure any proprietary or other notices contained in any Scribo Services or Additional Services.
• Publicly disseminate information regarding the performance of the Scribo Services or Additional Services.
• Use the Scribo Services or Additional Services for competitive analysis or to build competitive products.
• Access the Scribo Services or Additional Services if your access has been suspended, revoked or terminated.
• Encourage or assist any third party to do any of the foregoing.

If you are the administrator of a Scribo Clinic Account per Section 6.3, you agree that your failure and/or failure of a Clinic Member to adhere to any of the above conditions, or any other provision from these Terms, shall constitute a breach of these Terms on your part. Scribo has the right to audit your use of the Scribo Services, at its own cost and upon giving you reasonable notice, to determine whether your use is in accordance with these Terms and any other terms and laws that apply to the Scribo Services. If an audit reveals that you and/or a Clinic Member have exceeded the scope of use of the Scribo Services permitted, Scribo may require you to immediately pay an additional service fee for such use, and/or limit or terminate such use or your use of the Scribo Services.

4. System requirements

Use of the Scribo Services or Additional Services may require one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. As the use of the Scribo Services involves hardware, software, and Internet access, your ability to access and use the Scribo Services may be affected by the performance of these factors. High-speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Scribo Services are designed to be compatible with Chrome. Scribo strongly recommends that all Scribo Users upgrade to the latest version of their Chrome to avoid any security issues and to benefit from rapidly progressing web standards.

5. Requirements for Scribo User

You may use the Scribo Services only if you have been granted the licenses herein.

The Scribo Services are not intended to serve any purposes beyond supporting, either directly or indirectly, the running and/or managing of all or part of the operation(s) taken place at a medical clinic or a premise of similar context. You represent that you are either (i) an owner or one of the owners, by equity ownership, of a Subscribed Clinic (hereinafter referred to as a “Clinic Owner(s)”); (ii) a registered medical practitioner as defined under the Medical Registration Ordinance (Cap. 161) of the Hong Kong Special Administrative Region (hereinafter referred to as a “Registered Doctor(s)”); or (iii) an employee of a Clinic Owner or a contractor who is rightfully delegated by a Clinic Owner to access and use the Scribo Services to, either directly or indirectly, run and/or manage operation(s) of his Subscribed Clinic as work for the Clinic Owner (hereinafter referred to as an “Authorised Staff(s)”). An individual who is a Clinic Owner, a Registered Doctor and/or an Authorised Staff, may hereinafter also be referred to as an “Eligible Person” in these Terms. You will not permit any individual who is not an Eligible Person (hereinafter referred to as “Ineligible Person”) to access or use the Scribo Services, or otherwise interact with the Scribo Services.

If Scribo discovers that an individual who is an Ineligible Person has been using and/or created a Scribo Account, Scribo may terminate this Scribo Account and remove the data or other content created and stored therein.

If you are the administrator of a Scribo Clinic Account per Section 6.3, you will be responsible for all the acts and omissions of the Clinic Members that occur in relation to such Scribo Clinic Account and the respective Subscribed Clinic, including without limitation any violation of these Terms by the Clinic Members, as if they were your own acts or omissions. Each Scribo User should have been assigned to one Scribo User Account with unique authentication credentials to access such and thus the Scribo Services. Each Scribo User Account should only be accessed and used by a particular Scribo User to whom such credentials have been assigned directly or, with written permission from Scribo, on behalf of Scribo by you. You are responsible for all uses of the Scribo Services by any individual using the authentication credentials assigned to you, even if unauthorised by you. Scribo may suspend or terminate any authentication credentials at any time for any suspected unauthorised use or any misuse of the Scribo Services. If you are the administrator of a Scribo Clinic Account per Section 6.3, you shall (i) ensure the security of a Clinic Member’s authentication credentials during his time working for your Subscribed Clinic(s); (ii) prevent and not permit an individual other than the Clinic Member uniquely associated with particular authentication credentials issued by or on behalf of Scribo to use such credentials to gain access to the Scribo Services during the Clinic Member’s time working for your Subscribed Clinic(s). You shall immediately notify Scribo upon any loss, misuse, unauthorised use or unauthorised disclosure, or other compromise of an End User’s authentication credentials. You shall (and, if you are the administrator of a Scribo Clinic Account per Section 6.3, shall procure that all Clinic Members) comply with all Applicable Laws and these Terms.

6. Account Types

6.1 Scribo User Account

Subject to the requirements in being a Scribo User per Section 5, an individual must register a Scribo User Account with a valid email address on the Scribo® software application to access, subscribe to and use the Scribo Services. Once logged in his Scribo User Account via the Scribo® software application, a Scribo User may create a Scribo Clinic Account, from which he will be designated as the administrator of such Scribo Clinic Account per Section 6.3, or join an existing Scribo Clinic Account upon receipt of an invitation.

6.2 Scribo Clinic Account

Any Scribo User Account may initiate to create a Scribo Clinic Account on the Scribo® software application per Section 6.1. Each Scribo Clinic Account is a platform (i) intended for directly or indirectly running and/or managing all or part of the operation(s) taken place at only one individual medical clinic or a premise of similar context, and (ii) enabled to have its administrator invite multiple Scribo User Accounts to join and attach to it under different designated roles to work collaboratively in supporting the operation(s) of a medical clinic or a premise of similar context. A Scribo User Account that has a user role under a Scribo Clinic Account may hereinafter be referred to as a “Scribo Clinic User Account” of the respective Scribo Clinic Account in these Terms.

6.3 Roles of Scribo Clinic User Accounts

Scribo Clinic User Accounts are offered in different roles, namely the administrator, doctor and staff. Except for administrator, all roles are mutually exclusive to each other. The Scribo User Account

The individual Scribo User and/or his Scribo User Account that initiates and submits a request to Scribo in creating a Scribo Clinic Account will be automatically designated as the administrator of the Scribo Clinic Account (hereinafter collectively referred to as the “Owner”). There is only one (1) Owner per Scribo Clinic Account. The Owner will have important rights and controls over the use of the respective Scribo Clinic Account, including but not limited to inviting (i) a Scribo User to join the Scribo Clinic Account with his respective Scribo User Account(s); or (ii) an individual to create a Scribo User Account and use such to join the Scribo Clinic Account. If you are an Owner, you and/or your Affiliates are responsible for ensuring that any individual you invite to join such Scribo Clinic Account is an Eligible Person. The Owner will be automatically granted the right to manage different user roles on the respective Scribo Clinic Account by creating and configuring different sets of permissions in accessing the Scribo Services on such account, and assign the user roles to himself and the all respective Scribo Clinic User Accounts. All roles are independent to each other, and thus a Scribo Clinic User Account could be assigned with more than one role by its respective Owner.

If you are using one of the Scribo Clinic User Accounts, please note that the respective Owner is entitled to control your activities on the respective Scribo Clinic Account to a certain extent and may, among other things, (i) suspend or freeze your access to the Scribo Clinic Account; and (ii) read, copy or export your User Content created and/or stored in the Scribo Clinic Account.

Use of all Scribo Accounts are subject to these Terms of Service. The Scribo User who is registered with the Scribo User Account that takes the role of an Owner is financially responsible for any fees associated with all channels of access to and/or uses of the Scribo Services on the respective Scribo Clinic Account, and is assumed as the contact person for such matters at the respective Subscribed Clinic, unless informed to Scribo otherwise. Services, features, account types and pricing are subject to change.

6.4 Responsibility

You are responsible for understanding the functionalities, limitations, settings and controls for the role(s) of Scribo Clinc User Account(s) you take under a Scribo Clinic Account and your Scribo User Account(s). If you are an Owner of a Scribo Clinic Account, you are also responsible for (i) compliance with these Terms by the Clinic Members, including for any payment obligations; (ii) controlling whom you invite and/or permit to join the Scribo Clinic Account whilst ensuring he is an Eligible Person; (iii) controlling the role(s) is appropriately designated to each of the other Scribo Clinic User Accounts; and (iv) requiring all Clinic Members to keep their login credentials, including passwords, for accessing and using the Scribo Services strictly confidential and not to share such information with any unauthorized person. Please note that you are responsible for the activities of all your Clinic Members, including but not limited to the Orders they may place and how they use all User Content submitted via the Scribo Clinic Account(s), of which you are the Owner, even if those Clinic Members are not from your organization or domain.

6.5 Delivery

We will deliver the login instructions for the Scribo Services to your respective Scribo Account(s) or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your Scribo Account(s) to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.

7. Payment Terms

7.1 Free Trial

Immediately after you created a Scribo Clinic Account, such account is offered to access and use the Scribo Services free of charge within a single one-off free trial period of thirty (30) calendar days starting from the Clinic Account Creation Date (hereinafter referred to as “Thirty Day Trial Period”). During the Thirty Day Trial Period, you and/or the Clinic Members may access and use the Scribo Services through the Scribo Clinic Account under the Terms per the paid subscription to the Scribo Services. Immediately after the Thirty Day Trial Period, access to the Scribo Services via the Scribo Clinic Account will be suspended per Section 7.6, unless you or the respective Owner of the Scribo Clinic Account places an Order and commits the account to a paid subscription plan per Section 7.2. The subscription to the Scribo Services of a Scribo Clinic Account could be managed at any time via the Scribo User Account of the respective Owner on the Scribo® software application.

Please note that a plan of paid subscription to the Scribo Services for a Scribo Clinic Account could be selected or changed during its Thirty Day Trial Period, and this will not result in any change on the then-remaining time of its Thirty Day Trial Period. You and any other Clinic Members must not fraudulently obtain (or attempt to obtain) additional trial periods beyond the Thirty Day Trial Period.

7.2 Payment for Subscription

Except for the free trial per Section 7.1, all Scribo Services accessed via Scribo Clinic Account are offered either on a monthly subscription basis, a bi-annual subscription basis or an annual subscription basis.

Once opted to continue subscribing to the Scribo Services for a Scribo Clinic Account after the end of its Thirty Day Trial Period by placing an Order, you agree and will be requested to pay the then-current subscription fee for the paid subscription plan of your choice (hereinafter referred to as “Subscription Fee(s)”) if you are the Owner of such Scribo Clinic Account. The Subscription Fee is exclusive of any applicable local taxes or duties, unless otherwise required by the Applicable Laws. You can find out information about the different available plans of subscription to Scribo Services, as well as their features and pricing, here.

You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. A valid credit card or other payment instrument is required for the payments but is not required to start a free trial per Section 7.1. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Scribo by emailing the PO number to [email protected]. For Additional Services provided at any non-Scribo location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred.

You authorise and grant Stripe, a third-party platform, or a designated third-party payment processor permission to automatically charge the Subscription Fee to the payment instrument or account provided by you. Details of your payment instrument are not stored within the Scribo® software application but at a trusted and secure third-party payment processor used by Scribo for payment processing. Other than as expressly set forth in Section 26 and Section 27, payments for subscriptions to the Scribo Services and/or Additional Services are non-refundable. You agree that we may bill your credit card or another payment instrument of yours for renewals, additional Services, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

All fees related to the Scribo Services, including but not limited to the Subscription fees, are subject to change upon thirty (30) calendar days' notice from us, which may be provided at any time either through the Website, the user interface, in an email notification or through other reasonable means.

7.3 Renewals

Except as otherwise specified in your Order, unless either Party cancels the subscription prior to expiration of the current Subscription Term, your subscription to the Scribo Services for a Scribo Clinic Account will automatically renew for another Subscription Term of a period equal to your preceding Subscription Term. You will provide any notice of non-renewal using the respective functionality of the Scribo Services. Cancelling your subscription to the Scribo Services for a Scribo Clinic Account means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. When making an Order and changed your plan of subscription during the Subscription Term, the Scribo Services will be served per your current plan for the remainder of such Subscription Term and you would not be charged at the then-current subscription fee of the new plan until your next billing cycle, which from then onwards follows the new plan of subscription and respective Subscription Term. All renewals are subject to the applicable Scribo Services continuing to be offered and will be charged at the then-current rates.

7.4 Promotional Offers

Scribo may, in our sole discretion, from time to time create promotional codes that may be redeemed via your Scribo Clinic Account for credit in such Scribo Clinic Account, or other features or benefits related to the Services, for a specific time period subject to any additional terms that we establish on a per promotional code basis (hereinafter referred to as “Promo Code(s)”). Promo Codes may only be used once per Scribo Clinic Account. Each benefit may only be redeemed once per Scribo Clinic Account. Promo Codes for duplicate benefits will be voided. Only Promo Codes sent to you through official communications channels of Scribo or official business partners of Scribo are valid. You agree that Promo Codes (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public by means of posting to a public forum or otherwise, unless expressly permitted by Scribo; (iii) may be disabled by Scribo at any time for any reason without liability to Scribo; (iv) may only be used pursuant to the specific terms that Scribo establish for such Promo Code; (v) are not redeemable for cash, gift cards or cash equivalents; and (vi) may expire prior to your use.

7.5 Fraud Protections

To learn about the security measures and fraud protections on all transactions during the purchase of the Scribo Services, please refer to the information provided by our designated third-party payment processor, Stripe, here.

7.6 Cancellation of Subscription

If you are the Owner of a Scribo Clinic Account per Section 6.3, you can cancel the subscription to the Scribo Services for the Scribo Clinic Account anytime via your respective Scribo Clinic User Account. If (i) you, as the Owner of the Scribo Clinic Account, cancel such subscription before the end of the current Subscription Term (hereinafter referred to as “End of Subscription Term”); or (ii) the payment method is invalid or rejected for any reason upon processing the payment of the Subscription Fee for the subsequent Subscription Term, the Scribo Clinic Account will remain active until the End of Subscription Term and you will no longer be charged for any Subscription Fee from then onwards. In the case when (i) the End of Subscription Term is reached subsequent to the foregoing two situations; (ii) the subscription to the Scribo Services by the Scribo Clinic Account began with a single one-off free trial per Section 7.1 and the respective Subscription Fee is not paid to convert it into a paid subscription by the end of the Thirty Day Trial Period; or (iii) the respective Scribo Clinic User Account of the Owner is suspended for any reason during the Thirty Day Trial Period or Subscription Term of the Scribo Clinic Account, access to the Scribo Services via the Scribo Clinic Account, except the respective functionality of the Scribo Services for its Owner to export any User Content stored therein, will be denied and suspended thereafter. Within a period of ninety (90) calendar days after the suspension of a Scribo Clinic Account (hereinafter referred to as “Suspension Period”), the Owner of the account will have the option to use the respective functionality of the Scribo Services under his Scribo User Account to recover and export certain User Content originally stored within in the Scribo Clinic Account. Please refer to our Privacy Policy for details on the User Content that are allowed for recovery and export during the Suspension Period. During the Suspension Period, the suspended Scribo Clinic Account may be reactivated by its Owner by starting or resuming the paid subscription or update the payment method with a valid payment instrument to process payment for the Subscription Fee of the subsequent Subscription Term before the Scribo Clinic Account and any User Content stored therein will be terminated per Section 10.4 and deleted permanently, respectively, unless as required by applicable laws or purposes stated in our Privacy Policy.

You acknowledge and agree that cancellation of the subscription to the Scribo Services by a Scribo Clinic Account, change of the respective subscription plan or suspension of a Scribo Clinic Account may cause the loss of full or certain access, content or features of the Scribo Services, and Scribo does not accept any liability and is not responsible for any loss that you, as an Owner or Clinic Member of such Scribo Clinic Account, may suffer as result of such. Email or phone requests to cancel subscription to the Services for any Scribo Clinic Account(s) are not considered as cancellation.

Scribo further reserves the right to suspend the Scribo Account(s) implicated with any Scribo User who attempts to fraudulently obtain assets of Scribo or its Affiliates via the Scribo Services, Additional Services or Website, indefinitely, or ultimately or directly terminate them per Section 10.2.

7.7 Grandfathering

As recognition for being an early adopter of the Scribo Services, any Scribo Clinic Account that is active and under a paid subscription to the Scribo Services as of August 7th, 2022 shall be granted a single one-off offer to make two (2) subsequent and consecutive subscriptions to the Scribo Services by the following options:

• HK$500 per month of subscription to the Scribo Services
• HK$2,850 per 6 months of subscription to the Scribo Services
• HK$5,400 per 12 months of subscription to the Scribo Services

Scribo reserves the right to define any Scribo Clinic Account as ineligible in receiving this offer at its sole discretion.

7.8 Other payment provisions

You grant Scribo and/or any payment processor which may process payment transactions on behalf of Scribo to transfer the funds relating to payments executed via credit cards.

Any processor which may process transactions on behalf of Scribo does not account for collecting taxes, which might originate in relation to this operation.

8. Taxes

Your fees under these Terms exclude any taxes or duties payable in respect of the Scribo Services or Additional Services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

9. Referrals

9.1 Referral Programme

Scribo may at times offer you the opportunity to refer a natural person or legal person who may potentially use and is eligible to use the Scribo Services per Section 9.2 (hereinafter referred to as the “Referred”) via a referral programme (hereinafter referred to as “Programme”) through the Website, the user interface of your Scribo Clinic Account(s), in an email notification, and/or through other reasonable means. You and the Referred may individually or collectively be referred to as the “Participant” or “Participants” respectively under the context of the Programme.

The personal information collected, processed, and used as part of the Programme will be used in accordance with our Privacy Policy.

9.2 Programme Eligibility

To be eligible for participation in the Programme, you must be a Scribo User with at least one (1) Scribo Clinic User Account under a Scribo Clinic Account that is currently on a paid subscription to the Scribo Services. The Referred should be a natural person, or representing a behalf of a legal person, who is an Eligible Person or will potentially access and/or use the Scribo Services as intended through and permitted by the normal functionality of the Scribo Services per Section 5. Scribo reserves the right to define any Participant in the Programme as ineligible at its sole discretion.

9.3 Valid Referrals

Once you entered your Scribo Clinic Account on the Scribo® software application, you can follow the on-screen instructions to make a referral, which should involve submitting to Scribo the contact information of your Referred(s), including but not limited to his email address, mobile number and/or telephone number, (hereinafter referred to as “Referred Information”) by electronic delivery. Such Referred Information you provided will be used by Scribo in verifying and/or contacting your Referred(s), in order to support his subsequent registration and/or usage with the Scribo Services. You represent and warrant that, with respect to all Referred Information that you submit to Scribo, you have all the rights, consents, releases, permissions and/or licenses necessary from the respective Referred(s) to (i) make submission of such Referred Information to Scribo; and (ii) let Scribo contact the Referred(s) by the respective Referred Information. A referral has been successfully made by you when all the following conditions are fulfilled (hereinafter referred to as “Valid Referral(s)”):

• A new Scribo Clinic Account is created by your Referred;
• Such Scribo Clinic Account is the first Scribo Clinic Account created by your respective Referred, as determined by Scribo in its sole discretion; and
• Such Scribo Clinic Account has purchased its first paid subscription to the Scribo Services.

Upon making a Valid Referral, you, the Scribo Clinic Account that you used in submitting the respective Referred Information to Scribo to render such Valid Referral and/or the Owner of such Scribo Clinic Account (hereinafter referred to as “Referrer”) will receive a one-off benefit or reward as described in Section 9.5. You may make as many referrals you want throughout the entirety of the Programme when it is available, as determined by Scribo in its sole discretion.

9.4 Restrictions of the Programme

The Referrer cannot make a referral to itself or himself; or create a fictitious or fake Scribo Account with the Scribo Services to benefit from the Programme. No person may use the Programme to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene, or outside the spirit and intent of the Programme. In addition, you may not (i) tamper with the Programme, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot, or other device or artifice to participate or receive any benefit in the Programme. Any attempt to deliberately damage or undermine the legitimate operation of the Programme may be in violation of criminal and/or civil laws. Should such an attempt be made, Scribo reserves the right to seek remedies and damages (including attorney fees) to the fullest extent of the law, including criminal prosecution.

9.5 Referral Reward and Incentives

By making a Valid Referral as defined in Section 9.3, the Referrer will receive an one-off reward or benefit (hereinafter referred to as “Referral Reward(s)”) as determined by Scribo in its sole discretion, subject to the restrictions set forth in the following. The Referrer can earn a maximum of one (1) Referral Reward, as advertised during the period of the Programme, from each Valid Referral. These Referral Rewards may be redeemed in various forms in the sole discretion of Scribo. If the Referral Reward is in the form of cash, a gift card, gift certificate or voucher for goods or services offered by a third party, such Referral Reward may be subject to the terms and conditions of the issuer and Scribo has no responsibility, liability, or obligation once such Referral Reward is issued to the Referrer. Each Referral Reward is subject to verification by Scribo, who may delay a Referral Reward for the purposes of such verification. Scribo may refuse to verify and process any transaction for any reason. Unless the Referral Reward is cash or otherwise stated, all Referral Rewards cannot be redeemed for cash. Referral Rewards are not transferable and may not be auctioned, traded, bartered, or sold.

9.6 Right for Cancellation, Modification or Termination of the Programme

We reserve the right to cancel, modify, or terminate the Programme at any time for any reason. We reserve the right to disqualify you and/or the Referrer at any time from participation in the Programme if we have a good faith belief that you have violated any of these Terms.

10. Term and Termination

10.1 Term

These Terms are effective as of the Effective Date. For a Scribo User Account, these Terms expire on the date of its termination. For a Scribo Clinic Account, these Terms expire on the date of expiration or termination of its respective Subscription Term(s).

10.2 Termination for Cause

Either Party may terminate these Terms (including all related Orders) if the other Party (i) fails to cure any material breach of these Terms within thirty (30) calendar days after notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that Party and not dismissed within sixty (60) calendar days thereafter.

10.3 Termination for Convenience

You may choose to stop using the Scribo Services and terminate these Terms, including all Orders, at any time for any reason upon written notice to us, but upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period, as applicable, any such fees that are outstanding will become immediately due and payable.

10.4 Effects of Termination

Upon any expiration or termination of these Terms, you must cease using all Scribo Services via the terminated Scribo Account(s) and delete (or at our request, return) all Confidential Information or other materials of ours stored therein and in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request.

After a Scribo Account is terminated, the respective Scribo User(s) will not have access to the User Content stored therein, and we may delete all of such unless legally prohibited, after the termination of these Terms or, when applied to a Scribo Clinic Account, Suspension Period of its applicable Subscription Term. You, as a user of your Scribo User Account or an Owner of a Scribo Clinic Account, should make sure to export any User Content stored therein using the respective functionality of the Scribo Services when applicable before the termination of the Scribo User Account or Scribo Clinic Account, respectively.

If we terminate these Terms in accordance with Section 10.2, you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination and/or for any Additional Services provided to you up to the date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. Email or phone requests to terminate any Scribo Accounts are not considered as cancellation or termination, respectively.

10.5 Survival

The following provisions will survive any termination or expiration of these Terms: Section 3, Section 7.2, Section 8, Section 10, Section 14, Section 16, Section 17, Section 18, Section 19, Section 21, Section 22, Section 23 (disclaimers and use restrictions only), and Section 25.

11. Breach of Terms

We have no obligation to monitor any content uploaded or submitted to the Scribo Services or Additional Services. Nonetheless, if we deem such action necessary based on your violation of these Terms or the likelihood of so, we may remove your User Content from the Scribo Services or Additional Services without prior notice. You agree that we have no liability to you for removing or deleting your User Content from any Scribo Services or Additional Services.

You agree that Scribo may, in its sole discretion and without prior notice, suspend or terminate any Scribo Accounts, your access to the Scribo Services or Additional Services, and/or block your future access to the Scribo Services or Additional Services. By way of example, but not by way of limitation, we may suspend or terminate the Scribo Account(s) if we determine that you intend to violate or have violated these Terms or other agreements or guidelines that may be associated with your use of the Scribo Services or Additional Services. Please note that Scribo may suspend or terminate the Scribo Account(s) of Scribo Users who repeatedly violate the intellectual property rights of third parties.

If Scribo takes any legal action against you as a result of your breach of these Terms, Scribo will be entitled to recover from you, and you agree to pay, all reasonable attorney’s fees and costs of such action, in addition to any other relief granted to Scribo.

12. Security and Data Privacy

12.1 Security and Certifications

We implement and maintain physical, technical and administrative security measures designed to protect your User Content from unauthorized access, destruction, use, modification, or disclosure.

12.2 Privacy

We collect certain data and information about you and your Clinic Members in connection with your and your Clinic Members’ use of the Scribo Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

12.3 Improving Scribo Services

We are always striving to improve the Scribo Services. In order to do so, we use analytics techniques to better understand how our Scribo Services are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.

12.4 Subpoenas

Nothing in these Terms prevents us from disclosing User Content to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. Scribo strives to balance your privacy rights with other legal requirements.

13. User Content

13.1 Using Your User Content to provide Scribo Services to You

You retain all right, title and interest in and to your User Content in the form submitted to the Scribo Services. Subject to these Terms, and solely to the extent necessary to provide the Scribo Services to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display your User Content. Solely to the extent that reformatting your User Content for display in a Scribo Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your Scribo User Account(s), Scribo Clinic Account(s) and Clinic Member Account(s), in order to respond to your requests for Support.

13.2 Your Data Compliance Obligations

You and your use of the Scribo Services (including use by the Clinic Members and End Users) must comply at all times with these Terms and the Applicable Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all your User Content to the Scribo Services and to grant the rights granted to us in these Terms and (ii) User Content and its submission and use as you authorize in these Terms will not violate (1) any Applicable Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of your or third-party policies or terms governing your User Content. Other than our express obligations under Section 12, we assume no responsibility or liability for your User Content, and you are solely responsible for your User Content and the consequences of submitting and using it with the Scribo Services.

13.3 Scribo User Account Profile Information

You acknowledge that all profiles of Scribo User Accounts and any User Content included within such profiles, including but not limited to a Scribo User’s full name, username and avatar, are available and searchable by other Scribo Users on the Scribo® software application.

14. Confidentiality

Except as otherwise set forth in these Terms, each Party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such Party (hereinafter referred to as “Receiving Party”) by the disclosing party (hereinafter referred to as "Disclosing Party") constitute the confidential property of the Disclosing Party (hereinafter referred to as “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Scribo Services or Additional Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 14. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

15. Abuses and Warranties

If you believe that Scribo, or any Scribo User, has violated your rights, including privacy, copyright, trademark or other rights, please report to us at [email protected]. For intellectual property violations, you may also contact us pursuant to the Applicable Laws or refer to Section 16 for more details. For privacy concerns, you may also contact us at [email protected] for more details.

You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow (i) you and/or Clinic Members to have the access described in these Terms, and (ii) Scribo’s provision of the Scribo Services and/or Additional Services to you, Clinic Members and End Users. You will provide evidence of such consents upon our reasonable request.

When you create and/or upload any User Content on or through the Scribo Services, you represent and warrant that, with respect to all User Content that you use, create, upload, transmit, create and disseminate through the Scribo Services, (a) you have all the rights, consents, releases, permissions and licenses necessary to use, create, upload, transmit, disseminate, reproduce, publish, communicate to the Scribo Services or platform(s) in facilitating the Scribo Services, or otherwise exploit such User Content in connection with the Scribo Services (and to grant to Scribo and/or others the licenses set forth in these Terms); (b) the User Content will not infringe or otherwise violate any rights, including but not limited to privacy, image, name, honour, dignity, copyright, trademark, and/or legal interests of any third party.

16. Intellectual Property Rights and Feedback

Scribo Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology and the Website, and such rights are protected by the Hong Kong Special Administrative Region and international intellectual property laws.

All intellectual property, including but not limited to text, fonts, graphics, pictures, icons, user interfaces, visual interfaces, photographs, trademarks, logos, design marks, sounds, music and its accompanying words, artwork, content, computer code, programs, software, and their respective features, including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement, contained on the Scribo Services, Additional Services or Website (hereinafter collectively referred to as the “Scribo Intellectual Property”) are owned, disposed, controlled, or licensed by or to Scribo, and is protected by trade dress, industrial design, copyright, patent, and trademark laws, and various other intellectual property rights.

For more on how you can make use of our Scribo Intellectual Property, in particular, word marks, logos and design marks, please review our Trademark and Brand Usage Policy.

Except as expressly provided in these Terms, including our Trademark and Brand Usage Policy, or otherwise permitted by law, you agree that you will not use, copy, reproduce, communicate to the public, alter, modify, republish, upload, post, publicly display, publicly perform, publicly perform by means of a digital audio transmission, encode, translate, transmit, or distribute in any way to any other computer, server, website, or any other medium for publication or distribution or for any purpose the Scribo Content or Scribo Intellectual Property, or create derivative works from the Scribo Services or Additional Services, without express prior written consent from Scribo.

If you embed a publication, an article and/or a presentation authored by Scribo within a third-party website or service – including but not limited to embedding a Scribo-authored presentation at your own website – you agree to attribute that presentation to Scribo as follows:

Made by Scribo®

Scribo® [year]

Scribo claims no intellectual property rights over any User Content. It is assumed that the Subscribed Clinic should own all right, title and interest, including without limitation all intellectual property rights, in and to any User Content submitted to and documented within the respective Scribo Clinic Account, unless specified as otherwise by the Subscribed Clinic. You consent to Scribo in collecting such and/or transferring such User Content to its Affiliate(s) and/or third-party services we use, including our website host and back-up service provider, inside or outside of the Hong Kong Special Administrative Region. For more information on the management of the data or other information material you provide or present to the Scribo Services or Additional Services, please review our Privacy Policy.

From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

17. Third Party Sites and Products

You, and, if applicable, on behalf of Clinic Members and/or End Users, may choose to use or procure other independent third-party websites, products or services in connection with the Scribo Services or Additional Services that we do not own or operate (hereinafter referred to as “Third-Party Sites, Products and Services”), including third party apps or implementation, customization, training or other services. Receipt or use of any Third-Party Sites, Products and Services (and the third parties’ use of any of User Content) by you, Clinic Members and/or, if applicable, End Users is subject to a separate agreement between you and the third party provider. If you enable or use Third-Party Sites, Products and Services with the Scribo Services, we will allow the third party providers to access or use your User Content as required for the interoperation of their products and/or services with the Scribo Services. This may include transmitting, transferring, modifying or deleting your User Content, or storing your User Content on systems belonging to the third party providers or other third parties. Any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider. We are not responsible for any access to or use of your User Content by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or Third-Party Sites, Products and Services to use your User Content. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. We disclaim all liability and responsibility for any Third-Party Sites, Products and Services, whether in terms of support, availability, security or otherwise, or for the acts or omissions of any third party providers or vendors.

18. Disclaimer of Warranties

While Scribo attempts to make User Content available through the Scribo Services, Scribo does not guarantee access to, or hosting of, your User Content. For example, if the User Content violates these Terms, access to it may be disabled per Section 11. Also, if a particular piece of User Content creates too large a demand on the Scribo Services, it may result in access to the User Content being temporarily or permanently disabled. You acknowledge and agree that the Scribo Services may occasionally be unavailable during periods of planned or unscheduled maintenance and, at times, unexpected outages. You acknowledge and agree that Scribo will not be liable to you or to any third party for termination of your access to the Scribo Services for any reason.

You expressly understand and agree that your use of the Scribo Services, Additional Services or the Programme is at your sole risk. The Scribo Services, Additional Services and the Programme are provided on an “as is” and “as available” basis. Scribo and its Affiliates expressly disclaim all representations, warranties, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, merchantable quality, fitness for a particular purpose, non-infringement, title or any warranty or condition arising by usage of trade, course of dealing or course of performance. Scribo and its Affiliates make no warranty that (i) the Scribo Services, Additional Services and/or Programme will meet your requirements; (ii) the Scribo Services, Additional Services and Programme will be uninterrupted, timely, secure, or error-free; (iii) User Content will be hosted and/or transmitted without interruption or cessation; (iv) any products, sites, information, or other material, whether in tangible or intangible form, purchased or obtained by you through the Scribo Services, Additional Services or Programme will meet your expectations or any standard of quality; and (v) any defects in the operation or functionality of the Scribo Services, Additional Services, Programme or related software will be corrected.

Any material, information, or data downloaded or otherwise obtained through the use of the Scribo Services and/or Additional Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system and/or loss of data that result from the download of such material. No advice, representation or information, whether oral or written, obtained by you from Scribo, its Affiliates, or through the Scribo Service and/or Additional Services shall create any warranty not expressly stated in these Terms of Service.

As permitted under Section 1, Scribo provides you with the access and use of the Rxon® clinical decision support application (hereinafter referred to as “Rxon Services”), as part of the Scribo Services, powered by an Affiliate of Scribo, Orendity Limited (hereinafter referred to as “Orendity”). You hereby expressly accept and agree to the terms and conditions of the Rxon® Drug Intelligence and Clinical Decision Support Software End User License Agreement (hereinafter referred to as “Rxon EULA”), which shall govern your use of the Rxon Services during the term of your use with the Scribo Services. You hereby agree that (i) it is solely its responsibility to review the terms and conditions of the Rxon EULA; and (ii) Scribo hereby disclaims all liability for the conduct and/or omission of you, Orendity, and/or any third party under the Rxon EULA.

Under the Programme, referrals must be created and distributed in a personal manner that is appropriate and customary for communications with the Referred. By submitting any Referred Information as part of the Programme, the Referrer represents that he has the appropriate permission and consent to do so. Scribo has no obligation to monitor your use of the Programme; however, Scribo may choose to do so and remove any such User Content, or prohibit any use of the Programme.

19. Limitation of Liability

You expressly understand and agree that Scribo and its Affiliates will not be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages that may be incurred by you and/or other Clinic Member(s), however, caused. This includes, but is not limited to, any loss of profits, goodwill, or business reputation; any loss of data; any cost of procurement of substitute goods or services; or any other intangible losses. this also includes, without limitation, any loss or damages that may be incurred by you as a result of (i) any changes that Scribo and its Affiliates may make to the Scribo Services or Additional Services; (ii) any permanent or temporary cessation of the Scribo Services or Additional Services; (iii) the deletion or corruption of or failure to store any content or other property maintained through the Scribo Services or Additional Services; or (iv) your failure to keep your password or account details secure. The limitations and exclusions of liability above shall apply irrespective of the theory of liability, including contract (including fundamental breach), warranty, product liability, strict liability, tort (including negligence), or other theory, even if Scribo or its Affiliates have been advised of the possibility of such damages.

To the fullest extent permitted by law, the total liability of Scribo, its Affiliates, and its suppliers and distributors, for any claim under these Terms, including for any implied warranties, is limited to the amount you paid us to use the Scribo Services over the prior thirty (30) calendar days period.

You specifically acknowledge that Scribo and its Affiliates shall not be liable for the User Content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

20. Exclusions and Limitations

Some jurisdictions do not permit the exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain damages. Only the limitations that are lawful in your jurisdiction will apply to you accordingly and, in such instances, Scribo’s and/or its Affiliates’ liability will be limited to the maximum extent permitted by law.

21. Indemnification

You understand and agree that Scribo and/or its Affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (hereinafter collectively referred to as the “Indemnified Parties”) shall not be liable to you for any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages, including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by Scribo, or the cost of substitute products or services, arising in connection with your use of or inability to use the Scribo Services, even if advised of the possibility of the same.

You agree to indemnify, defend, and hold the Indemnified Parties harmless from and against any and all liabilities and costs (including reasonable attorney’s fees) incurred by Scribo and/or its Affiliates in connection with (i) your use of or inability to use the Scribo Services, or (ii) your breach or violation of these Terms; (iii) your violation of any law, or the rights of any User or a third party and (iv) any User Content, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Scribo reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Scribo.

22. Dispute Resolution

22.1 Informal Resolution

In the event of any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. All negotiations pursuant to this Section 22.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

22.2 Resolution by Arbitration

If the Parties do not reach settlement within a period of sixty (60) calendar days, either Party may commence an arbitration proceeding pursuant to the HKIAC Domestic Arbitration Rules. It is agreed that all of the provisions in Schedule 2 to the Arbitration Ordinance (Cap. 609) apply to any arbitration hereunder. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region. The seat of arbitration shall be the Hong Kong Special Administrative Region. During the arbitration, the amount of any settlement offer made by Scribo or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Scribo is entitled. This arbitration provision shall survive termination of these Terms.

23. Evaluations, trials, and betas

We may, from time to time, offer certain Scribo Services or Additional Services to you at no charge, including free accounts, trial use and Beta Versions as defined below (hereinafter collectively referred to as the “No-Charge Products”). Your use of No-Charge Products is subject to, if applicable, any additional terms that we specify and is only permitted during the period we designate (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 23, the terms and conditions of these Terms governing Scribo Services, including Section 3, fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta Scribo Services, and any pre-release and beta features within generally available Scribo Services, that we make available (hereinafter collectively referred to as the “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Scribo Services. Scribo makes no warranties and representations that Beta Versions will ever be made generally available and reserves the right to discontinue or modify any Beta Versions at any time without notice. Beta Versions are provided as-is, may contain bugs, errors or other defects, and your use of any Beta Versions is at your sole risk. All information regarding the characteristics, features or performance of any No-Charge Products, including Beta Versions, constitutes our Confidential Information. To the maximum extent permitted by Applicable Laws, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations.

24. Changes to the Scribo Services

You acknowledge that the Scribo Services are on-line, subscription-based, and that in order to provide improved customer experience we may make changes to the Scribo Services from time to time. Subject to our obligation to provide Scribo Services and Additional Services under existing Orders, we can discontinue any Scribo Services, any Additional Services, or any portion or feature of any Scribo Services for any reason at any time without liability to you.

25. General Provisions

25.1 Entire Agreement

These Terms governs your use of the Scribo Services and completely replaces any possible prior agreements between you and Scribo with respect to the Scribo Service. You may also be subject to additional terms and conditions that may apply when you use or purchase other products or services from Scribo.

25.2 Governing Law

It is the intent of all Parties hereto that all questions with respect to the construction of these Terms and the rights, duties, obligations and liabilities of the Parties shall be determined in accordance with the applicable provisions of the laws of the Hong Kong Special Administrative Region.

25.3 Severability

If any portion of these Terms is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Terms enforced as written. If Scribo does not exercise or enforce any legal right or remedy including those contained in these Terms or arising under the Applicable Laws, this will not be taken to be a formal waiver of our rights.

25.4 Miscellaneous

Both Parties are independent contractors and nothing in these Terms creates a partnership, agency, fiduciary or employment relationship between the Parties. No person or entity not a party to these Terms will be a third party beneficiary. Our authorised distributors do not have the right to modify these Terms or to make commitments binding on us.

25.5 High-Risk Use

Except as otherwise defined in Section 2, you understand that the Scribo Services are not designed or intended for use during high-risk activities.

25.6 Assignment

You may not assign your rights or delegate your duties under these Terms either in whole or in part without Scribo’s prior written consent. Any attempted assignment by you without consent of Scribo will be void. Scribo may assign these Terms or delegate its duties hereunder without restriction and without the requirement of prior notice to you.

25.7 Gender Neutral

Wherever used in these Terms, including additional terms and conditions and policies that are constituents of and incorporated by reference into the Terms, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

25.8 Interpretation

As used herein, “including” and its variants mean “including but not limited to” and its variants. Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

26. Changes and Additional Terms

Scribo may review and change these Terms, including additional terms and conditions and policies that are constituents of and incorporated by reference into the Terms, from time to time. If we make material changes, we will notify you, either through this page, the Website, the user interface of your Scribo Account, in an email notification, and/or through other reasonable means. Your use of the Scribo Services after the date such change(s) become effective will constitute your consent to the changed terms. If you do not agree to the changes, you must immediately stop using the Scribo Services. Otherwise, the new terms will apply to you.

Some Scribo Services, Additional Services or No-Charge Products may be subject to additional conditions and, when you register for these particularly, you will be notified either through this page, the Website, the user interface, in an email notification, or through other reasonable means.

27. Waivers

No failure or delay by the injured party to these Terms in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 26, any amendments or modifications to these Terms must be executed in writing by an authorized representative of each Party.

28. Contact Information

If you have any questions, comments, or concerns relating to the Scribo Services, the Website, the Programme, Additional Services, No-Charge Products or the Terms, please send an email to [email protected] or write to us at:

Scribo Limited
11th Floor, 52 Hung To Road
Kwun Tong, Kowloon
Hong Kong

We will make every effort to resolve your concerns.