Terms of Service

Last Updated: February 2025

Welcome to Suntop Healthcare Corp. ("Suntop", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our website, applications, platforms, and services. By accessing or using our services, you agree to be bound by these Terms. Please read them carefully before using our services.

Acceptance of Terms

By accessing our website, creating an account, using our healthcare technology services, or interacting with our digital platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms and conditions that may apply to specific services. If you do not agree to these Terms, you may not access or use our services.

Eligibility

To use our services, you must be at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into binding agreements. You must not be prohibited from using our services under applicable law. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. Healthcare professionals using our clinical platforms must hold valid licenses in their respective jurisdictions.

Account Registration

To access certain features of our services, you may need to create an account. You must provide accurate, current, and complete information during registration and are responsible for maintaining the confidentiality of your account credentials. You must notify us immediately of any unauthorized use of your account. You may not share your account or transfer it to another person without our consent. We reserve the right to suspend or terminate accounts that violate these Terms, and you are responsible for all activities that occur under your account.

Description of Services

Suntop provides intelligent healthcare technology solutions, including AI-powered hemodialysis center management systems, clinical decision support tools and AI-assisted diagnostics, patient care coordination and monitoring platforms, IoT medical device integration and data management, healthcare facility consulting and operational optimization, training and education resources for healthcare professionals, and analytics and reporting dashboards for clinical outcomes.

Medical Disclaimer

IMPORTANT: Our technology platforms are designed to assist healthcare professionals in their clinical practice and are not intended to replace professional medical judgment. Our AI-assisted tools provide recommendations based on available data but do not constitute medical advice. All clinical decisions must be made by qualified, licensed healthcare providers. Suntop is not responsible for clinical decisions made using our platforms, and our services do not create a doctor-patient relationship between Suntop and any individual. In case of a medical emergency, contact emergency services immediately. Healthcare providers remain solely responsible for patient care and treatment decisions.

User Responsibilities

When using our services, you agree to provide accurate, truthful, and complete information and to maintain the security and confidentiality of your account credentials. You agree to use our services only for lawful purposes and in compliance with applicable laws, and not to attempt to gain unauthorized access to our systems or other users' accounts. You shall not interfere with or disrupt the integrity or performance of our services and will report any security vulnerabilities or suspicious activity you discover. You must comply with all applicable healthcare regulations and professional standards and respect the intellectual property rights of Suntop and third parties.

Prohibited Conduct

You agree not to engage in any of the following prohibited activities: using our services for any illegal purpose or in violation of any laws; impersonating any person or entity or falsely claiming affiliation with any person or entity; uploading or transmitting viruses, malware, or other malicious code; attempting to reverse engineer, decompile, or disassemble our software; scraping, data mining, or using automated systems to access our services without permission; interfering with security features or circumventing access controls; harassing, threatening, or intimidating other users; using our services to send spam or unauthorized commercial communications; violating the privacy or intellectual property rights of others; or reselling or redistributing our services without authorization.

Intellectual Property Rights

All content, software, technology, and materials provided through our services are protected by intellectual property laws. Our services, including all software, algorithms, designs, text, graphics, and logos, are owned by Suntop or its licensors. You are granted a limited, non-exclusive, non-transferable license to use our services as intended. You may not copy, modify, distribute, sell, or lease any part of our services without express written permission, nor may you reverse engineer, decompile, or attempt to extract source code from our software. All trademarks, service marks, and trade names are the property of their respective owners. Any feedback or suggestions you provide may be used by us without obligation to you.

Third-Party Links and Services

Our services may contain links to third-party websites or integrate with third-party services. We are not responsible for the content, accuracy, or practices of third-party sites, and third-party services are governed by their own terms and privacy policies. Your use of third-party services is at your own risk, and we do not endorse or assume liability for any third-party content or services. You should review the terms and policies of any third-party services you use.

Payment Terms

If you purchase services from us, fees are as specified in your service agreement or on our website. All fees are non-refundable unless otherwise specified or required by law. You authorize us to charge your designated payment method for all fees due. We may change our fees upon reasonable notice, and continued use constitutes acceptance. Late payments may incur interest and collection costs as permitted by law, and disputed charges must be reported within 30 days of the billing date.

Confidentiality

Both parties agree to maintain the confidentiality of proprietary information. You agree not to disclose our confidential information, including technical specifications, pricing, and business strategies. We agree to protect your confidential information in accordance with our Privacy Policy. Confidentiality obligations do not apply to information that is publicly available or independently developed. Healthcare-related confidentiality obligations are governed by applicable regulations such as HIPAA.

Indemnification

You agree to indemnify, defend, and hold harmless Suntop, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of our services, your violation of these Terms, your violation of any rights of another party (including intellectual property rights), your violation of any applicable laws or regulations, any content you submit or transmit through our services, and any clinical decisions made using our platforms (for healthcare provider users).

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, NOR DO WE WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT. YOU USE OUR SERVICES AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUNTOP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR OUR SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) $100 USD. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Dispute Resolution and Arbitration

Any disputes arising out of or relating to these Terms shall be resolved as follows. First, before initiating formal proceedings, you agree to contact us and attempt to resolve the dispute informally for at least 30 days. If informal resolution fails, disputes shall be resolved by binding arbitration administered by a recognized arbitration institution. Arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding. You may opt out of arbitration by notifying us in writing within 30 days of accepting these Terms. Small claims court actions and injunctive relief for intellectual property violations are excluded from arbitration requirements.

Class Action Waiver

YOU AND SUNTOP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Suntop agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Termination

Either party may terminate this agreement. You may stop using our services and close your account at any time. We may suspend or terminate your access for violation of these Terms or for any reason with reasonable notice, and we may immediately terminate access for serious violations, illegal activity, or to protect other users. Upon termination, your right to use our services ceases immediately. Provisions that by their nature should survive termination will survive, such as indemnification and limitation of liability. We may retain certain data as required by law or for legitimate business purposes.

Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on our website at least 30 days in advance. Non-material changes may be made at any time and will be reflected in the updated Terms. Your continued use of our services after changes take effect constitutes acceptance. If you do not agree to the modified Terms, you must stop using our services. The "Last Updated" date at the top indicates when these Terms were last revised.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Suntop regarding your use of our services. These Terms supersede all prior agreements, communications, and understandings, whether written or oral.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party infrastructure.

Notices

All notices under these Terms shall be provided as follows: Notices to you will be sent to the email address associated with your account or posted on our website. Notices to us should be sent to legal@suntopai.com or by mail to Suntop Healthcare Corp., Legal Department, at our corporate address. Notices are deemed received when sent by email (upon transmission) or 3 business days after mailing.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction where Suntop maintains its principal place of business, without regard to conflict of law principles. For users outside this jurisdiction, local consumer protection laws may apply to the extent required by law.

Contact Us

If you have questions about these Terms of Service, please contact us by email at legal@suntopai.com or customer support at support@suntopai.com. You may also write to Suntop Healthcare Corp., Legal Department, at our corporate address. We aim to respond to all inquiries within 5 business days.

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