These terms of service (the “Terms of Service”) are offered by Meplis N.V., a limited liability company incorporated under the laws of Belgium, having its seat at Molenstraat 23, 3212 Lubbeek, Belgium, registered with the Belgian Register of Commerce and Companies under number BE 0641.787.236, and with email address firstname.lastname@example.org (hereinafter “Meplis”, “us”, “we”, “our”, or any similar expression).
Meplis’s contracting party is responsible for all acts that occur in User accounts and for Users’ compliance with the provisions of these Terms of Service, it being understood that “Users” are the Meplis customer’s employees, consultants, contractors or agents or any other individuals for whom subscriptions to the Site, App, Service and Content have been purchased, and who have been supplied access through user identifications and passwords by the customer (or by Meplis at customer’s request).
If the customer is a legal entity different from the individual, the registrant and / or subscriber of this contract certify and warrant that you have all necessary power and authority to bind such subject and its affiliates to these terms and conditions, taking all subsequent and greater responsibility in the event of declaration that does not conform to reality.
The website and the software, made available online associated with the Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws. Meplis does not allow the activation and / or use of its services for the purposes of monitoring and / or copying and / or testing of the services provided by Meplis Care Monitor SaaS, or comparative analysis commissioned by Meplis Care Monitor SaaS itself. Meplis therefore reserves the right to suspend the provision of the service and access to its products whenever there is even a suspicion that the verses in such hypothesis.
These Terms of Service govern your access to and use of Meplis’s Care Monitor SaaS system offered via the Meplis Care Monitor domain (the “Site”) and the use of the application connected to the Site (the “App”). The Terms of Service apply both, where relevant, to the administrator of the Site and the end users of the App. The Terms of Service equally govern any information, text, graphics, or other materials created and/or provided by Meplis and appearing on the Site and App (the “Meplis Content”); they also govern the use of all information, text, graphics, videos and other material created and/or provided by Customer (the “Customer Content”) (as defined below under section 2) and any services and/or software provided through the Site and App or by Meplis (the “Services”).
These Terms of Service limit Meplis’s liability and obligations to you, grant Meplis certain rights and allow Meplis to change, suspend or terminate your access to and use of the Site, App, Content and Services. Your access to and use of the Site, App, Content, and/or Services are expressly conditioned on your compliance with these Terms of Service.
Meplis may modify and / or update their Terms and Conditions from time to time without notice or acceptance by the Client. In the case of contracts providing for automatic renewal, those changes will take effect only from the first tacit renewal following the changes made in time to allow the Customer the notice within contractual time limits.
Customer: the contracting entity of Meplis Care Monitor SaaS services
SaaS: Software As A Service: means the Software As A Service, a model of the distribution of software applications based on client-server technology and entirely web based, or That does not require, beyond 'of an internet connection and a web browser, the installation of any additional software or hardware component, for the purposes of the application of the implicit function "SaaS"
"Cloud": a set of technologies that allow, typically in the form of a service offered to the customer, to store/save or archive / or elaborate data by using hardware / software resources and virtualized distributed in the Internet.
"Meplis Care Monitor" means the product of developed properties', developed by, maintained by Meplis N.V. and subject to these Terms and Conditions of service. Meplis Care Monitor SaaS and 'a platform for management, delivery and tracking of user (or patient) reported data, files and content. Meplis Care Monitor SaaS 'based on an operating exclusively online through a web browser installed on a next-generation digital device (such supported PCs, supports Apple iOS, supports Google Android and compatible with web browsers, Smartphones).
“Trial”: means the period of testing of the product Meplis Care Monitor SaaS which has a maximum duration of time pre-established by Meplis
“Administrator” is a enrolled participant that has access to the administration console of the Meplis Care Monitor, where users are managed and Care Monitoring tracks are activated, edited and managed and results of the Care Monitoring tracks can be viewed.
“Registered Users”: means all users who have been added to the subject manager by the administrators.
“Subscription Plans”: means the subscription plans of Meplis Care Monitor SaaS
“Plan Users”: means subscription packages based on enrolled participants
“Service” means Meplis SaaS products and / or services ordered by the customer through the activation of a trial Meplis Care Monitor SaaS, or through a dedicated order
“Customer Data”: means digital data and information provided by the customer for the purchase and / or operation of this service Meplis Care Monitor SaaS
“Customer Content”: understood as digital content ownership 'of the customer who uses the services Meplis Care Monitor SaaS and that the client uses, creates or reuses within the instance Meplis Care Monitor SaaS
“SLA”: means Service Level Agreement, 'the explanation of the levels of service that Meplis Care Monitor guarantees their paying customers about the availability' of service Meplis Care Monitor SaaS.
To allow the customer to evaluate the services offered by Meplis Care Monitor, we might activate a free trial account (Trial) only once and for a limited period of time (specified on the website meplis.com/caremonitor or agreed in the order form), during which the customer can :
In the event of activation of multiple versions of the same Trial by customer or user (individual or organization), Meplis reserves the right to terminate your access to all activations after the first and erase all the data recorded therein. Meplis reserves, on a case by case basis and at its sole discretion, may extend the trial period.
If by the end of the trial period, the customer does not purchase a product or any Meplis products, all data, information and content uploaded by the Customer in Meplis Care Monitor SaaS and any configuration made during configuration of Meplis Care Monitor SaaS, will be cancelled and will be permanently lost.
Meplis recommends to users who are using the trial version to make use of the tools of online manuals and documentations made available prior to making the purchase of the platform.
During a Trial, the Registered user quota is set to 100. If you want more Registered users you can end your trial and convert your trial to a license of one of our Standard Editions.
Your current order form is for the following Meplis Care Monitor SaaS subscription:
Currently, Meplis offers 3 types of licenses:
Each type of license has specific features. The latest information on the types of licenses that Meplis offers and the costs involved can be found on the website Meplis Care Monitor
Meplis reserves the right, at any time, to change the license types and their restrictions and / or impose fees for access to and use of the Site, App, Content, Files and/or Services. In case of such change, the account owner will be notified thereof via the then-current email address indicated in the Meplis Care Monitor billing center or Order Form (which you must maintain up to date); in case you do not agree with such change, you must notify us within a term of thirty (30) calendar days in absence of which you are deemed to agree with the change. Meplis also reserves the right to change the functionalities of the Site, App, Content or Services at any time.
In order to use the Services, the Customer must obtain a valid Meplis account, which can be obtained by registering on the website www.meplis.com by filling in the registration form and providing all the required information, including a valid e-mail address ("Registration Data ").
Users are responsible for maintaining the confidentiality of account login information (username / password), and are fully responsible for all activities performed that sell on their account.
The user agrees to:
Meplis undertakes no obligation to verify the data provided by the Customer. However, if Meplis FINDS or even just suspects that the above information is untrue, inaccurate, not current or incomplete, Meplis may suspend or terminate your account and refuse any and all current or future use of the Services (or any part of them).
Meplis can not and will not be liable for any loss or damage arising from your failure to comply with this section.
“Your Content” or “Your Care Monitor Content” (collectively, the “Customer Content”) as used in this Agreement means the information contained in the files, texts, graphics that administrators of the Site or, if enabled by the customer, End Users of the App, download and access through the Site, App and Services.
You are the owner of your Customer Content and are therefore solely responsible for your conduct and the content of your Customer Content, as well as any of the content contained in your communications with other users of the Site, App and/or Services, including but not limited to the internal messaging system that allows you to communicate through the App and Site.
Meplis allows you to distribute some or all of your Customer Content that you have uploaded to the Site and or App. If you decide to share your Customer Content, you are giving certain legal rights, as explained below, to those individuals who you have given access to your Customer Content.
Meplis does not claim any ownership rights in your Customer Content. You acknowledge that Meplis does not have any obligation to monitor the Customer Content or messages, sent by the internal messaging system, submitted or otherwise transmitted using the Site, App or Services, for any purpose. As a result, Meplis is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Customer Content or anything said, depicted or written by users in the internal messaging system, including without limitation, any information obtained by using the Site, App or Services.
Meplis does not endorse anything contained in the Customer Content or internal messaging system or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Meplis with respect thereto. In case of a complaint against certain Customer Content(s), or when Meplis is contractually or legally obliged to do so, Meplis is entitled to temporarily remove the Customer Content(s) concerned or block the access to this/these Customer Content(s). Such action does not imply in any way any recognition of the Customer Content(s) being incriminating.
While you own the Customer Content contained in your Care Monitor, Customer Content uploaded into the asset library of the Site (“Care Monitor Library”) are available to those users to whom you grant access. By placing your Customer Content in the Asset Library, you agree and acknowledge that Meplis has no responsibility or obligation to monitor or notify you of any non-compliance related to the rights or license you may choose to grant to other users who have access to your Asset Library, if any, and that Meplis has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer.
You (as administrator of the Site, or, where relevant, as end user of the App) represent and warrant that you have all necessary licenses, rights, consents and permissions or any other necessary requirements imposed upon you by contract or law (hence do not infringe the Intellectual Property Rights (as defined under 8.1), privacy rights or any other rights of third parties), to use, upload, post and submit the Customer Content and Files in the Asset Library and to grant rights of access and use to your Customer Content and Files via the Asset Library to third party users, and/or any other rights you wish to grant third parties to make use of the Customer Content and Files. If you have any doubts about whether you have all such legal rights, you should not upload these onto the Services.
You acknowledge and agree that you should not rely on the Site, App, Content or the Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, App, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, App, Content, Customer Content, Files and/or Services.
In case you have been granted a right to access Files via the Asset Library, you should be aware that Files may be protected by intellectual property rights which are owned by the Meplis user who uploaded the File in the Asset Library. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of Files uploaded in the Asset Library by a Meplis user, unless and to the extent you have been explicitly granted the right to do so by the rightful owner of that File, in a separate agreement.
As a Meplis Care Monitor user you are solely and entirely responsible for safeguarding the password that grants you access to the Site, App, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any and all activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Meplis of any unauthorized use of your password (email@example.com). You acknowledge that if you wish to protect your transmission of data and/or files to Meplis, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, App, Files and Services.
Meplis grants you a limited, nonexclusive, non-transferable, revocable license to use the Site, App, Content and Services as a prudent person and in a way which is consistent with the normal use thereof, and subject to the restrictions set forth in the Agreement.
All rights, titles, and interests in and to the Site, App, Content, and Services are and will remain the exclusive property of Meplis, including all Intellectual Property Rights (as defined in the paragraph below) therein, even if Meplis incorporates any of your Feedback (as defined below) into subsequent versions. The Site, App, Content, and Services are protected by copyright, trademark, and other laws of Belgium, Brazil, the United States and other foreign countries. Unless expressly permitted in these Terms of Service or in the Agreement, you may not reproduce, modify or prepare (derivative) works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, App, Content or Services. You may not copy the HTML or other code used to generate web pages on the Site.
All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to Meplis, in any form, and any contributions you make to the Site by posting content and communicating with other Meplis users via posts to forums on the site (“User Posts”) will be the sole and exclusive property of Meplis. You hereby irrevocably transfer and assign to Meplis and agree to irrevocably assign and transfer to Meplis all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual and industrial property rights under whatever jurisdiction that may be applicable (collectively, the “Intellectual Property Rights”) therein. You will not earn or acquire any rights or licenses in the Site, App, Content, and Services or in any Meplis Intellectual Property Rights on account of these Terms of Service (or the Agreement) or your performance under these Terms of Service (or the Agreement), except for those explicitly attributed to you.
You agree not to do any of the following while using the Site, App, Content, Files or Services:
Meplis will have the right to investigate and prosecute violations of any of the above, including Intellectual Property Rights infringement and Site security issues, to the fullest extent of the law. Meplis may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service (and/or the remainder of the Agreement). You acknowledge that Meplis has no obligation to monitor any user’s access to or use of the Site, App, Content, Files and Services, but has the right to do so for the purpose of operating the Site, App and the Services, to ensure users’ compliance with these Terms of Service (and/or the remainder of the Agreement), or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Without prejudice to what has been stated under section 4, you will only upload, post, submit or otherwise transmit any data, documents, posts, images, content or any other information: (i) that you have the lawful right to copy, distribute, transmit, display or use in the intended way; and/or (ii) that does not infringe the Intellectual Property Rights or violate the privacy or any other rights of any third party (including, without limitation, privacy rights, copyright, right of portrayal, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity).
You agree to allow Meplis to publicly reference you as a customer in accordance with this Agreement.
The Site, App or Content may contain links to third-party websites or resources. You acknowledge and agree that Meplis is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Meplis of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
In case your organization is granted the right by Meplis to participate in a free trial of the Services, as stated under section 1, such a free trial is granted for a term as communicated to you by Meplis. However, Meplis always has the right, in its full discretion, to shorten or lengthen this term, and, without any motivation being required and without any compensation being due under whatever form or for whatever damages, to terminate the free trial at any moment and with immediate effect (including, without being limited to, cases where Meplis establishes that the registered entity is a direct or indirect competitor).
In case of paying Services, the Agreement commences on the date Meplis receives the signed sales order form (“Order Form”) or when your payment is processed by credit card. The Agreement continues for the contract term indicated on the Order Form. Except if otherwise specified in writing, the Agreement (together with the number of user subscriptions selected) shall automatically renew for one (1) year periods, unless either party gives the other party a written notice of non-renewal at least 30 days before the end of the then-current subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term, with exclusion of one-off rebates that have been awarded to you by Meplis for the initial subscription period only, and unless Meplis has given you written notice of a pricing increase at least thirty (30) calendar days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. In case Meplis notifies you of a pricing increase within the thirty (30) calendar days before the end of the then-current term, written notice of non-renewal can be sent until the final day prior to the renewal of the contract.
Without prejudice to Meplis’s other rights under contract and applicable law (including the right to claim damages) and Meplis’s rights to terminate free trial or pilot services, Meplis reserves the right to revoke your access to, and use of the Site, App, Content and Services at any time, and to partially or wholly terminate the Agreement with immediate effect without recourse to court, with or without notice, in case you breach these Terms of Service or any other provision of the Agreement and in any other case you act contrary to applicable law or the interests of Meplis (e.g. in cases of insolvency or restructuring of your company).
Unless otherwise agreed in writing, prepaid fees are non-refundable. In no event shall any termination relieve you of the obligation to pay any fees payable to Meplis (in accordance with Pricing Terms and Conditions and the Order Form) for the period prior to the effective date of termination.
You are solely responsible for guarding, securing and retrieving your data, Customer Content (including Files) from the Site and/or App. Upon thirty (30) calendar days after the termination of the Agreement in accordance with the Agreement, Meplis is entitled to delete all your data.
Upon request by you made within thirty (30) calendar days after the effective date of termination of the Agreement, Meplis will make available to you all your Customer Content and Files in comma separated value (.csv) format along with attachments in their native format.
After such thirty (30) calendar day period, Meplis will no longer have the obligation to maintain or provide any of your Files and shall thereafter, unless legally prohibited, delete all of Your Contact Data in its systems or otherwise in its possession or under its control.
Any term of the Agreement which is expressed or by its nature intended to survive termination of the Agreement, including but not limited to terms governing liability of the parties, termination consequences, fees and payment for Services, governing law and dispute resolution, and the interpretation of this Agreement, shall survive termination of the Agreement.
Your access to and, use of the Site, App, Content, Files and Services is at your own risk. Meplis will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to, or use of the Site, App Content, Files or Services.
You agree to defend, indemnify, and hold MEPLIS, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with:
In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect. In addition, the parties to this Agreement will use reasonable endeavors to replace the deleted clause (or part thereof) with a valid replacement provision which is as close as possible to the one that has been deleted
The failure of Meplis to enforce any right or provision of the Agreement will not be deemed a waiver of such right or provision.
This Agreement is governed by and construed under the laws of Belgium without regard to its conflict of law rules. Unless Meplis explicitly agrees otherwise in writing, the courts located in Belgium shall have exclusive jurisdiction to judge any and all discussions concerning the validity, the interpretation or the execution of this Agreement.
If parties agree upon arbitration, this arbitration shall be in accordance with the Rules of the I.C.C. (International Chamber of Commerce), by three arbitrators in accordance with these Rules. The place of arbitration shall be Belgium; the language of the proceedings shall be Dutch. Any dispute arising between the contracting parties shall be subject to prior conciliation.