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What you can expect from us, what we ask of you, and how we work together when you use JondaX or any other service provided by Jonda Health.
Each section opens with a short In short summary in our voice. The fuller text that follows is the formal version of this notice, and prevails in any conflict between summary and section
How to read this page. The sections labelled “In short” are plain-language summaries we have written to help you orient. They are not the formal notice itself. The fuller text that follows each summary is the formal version, and prevails in any conflict between summary and section.
Important notice, please read carefully
These Terms of Service form a binding contract between you and Jonda Health Pte. Ltd. By creating an account, accessing or using JondaX, or accepting these Terms in any other way, you agree to be bound by them. If you are accepting on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.
JondaX (the “Services”) is data-transformation infrastructure for organisations and individuals building health technology, wellness or related products and services. It transforms health-related data into structured, machine-readable formats. It does not provide insights, recommendations, advice, diagnosis or treatment, is not a medical device, and is not intended to be used in life-supporting, life-sustaining or other safety-critical situations. The Customer is solely responsible for any decisions made on the basis of the outputs of the Services. See clause 14 below.
Clause 16 (Limitation of Liability) limits Jonda Health’s liability to you. Clause 25 sets out the governing law (Singapore) and how disputes are resolved.
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This is the agreement between you (the customer) and Jonda Health, a Singapore company. If you are signing on behalf of an organisation, you are confirming you have the authority to do so. JondaX is built for organisations and professional users in healthcare, wellness, life sciences and research. It is not a consumer product.
These Terms of Service (the “Terms”) govern access to and use of JondaX, the data-transformation platform and related services made available by Jonda Health Pte. Ltd., a private company limited by shares incorporated in the Republic of Singapore (UEN: 202139018N), with its registered office at 1 North Bridge Road, #19-09 High Street Centre, Singapore 179094 (“Jonda Health”, “we”, “us” or “our”).
These Terms apply to the entity or individual that registers an account or otherwise accesses the Services (the “Customer”, “you” or “your”). The Services are intended for use by organisations and individuals building health technology, wellness or related products and services, and by other professional users in a business or research capacity. The Services are not intended for use by consumers for personal, family or household purposes.
These Terms incorporate by reference: (a) the Jonda Health Data Processing Addendum (the “DPA”); (b) the Jonda Health Privacy Notice; (c) the Acceptable Use Policy at Schedule 4; and (d) any Order Form, Enterprise Schedule or other written agreement signed by the Parties referencing these Terms (each an “Order Form”). Together, these documents constitute the agreement between the Parties (the “Agreement”).
Where a signed Order Form or Enterprise Schedule contains terms that conflict with these Terms, the signed document shall prevail to the extent of the conflict, save that the DPA shall always prevail in respect of the processing of Personal Data.
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This section sets out what specific words mean throughout the rest of the document. If you ever wonder what we mean by “Authorised User”, “Customer Data”, “Module”, “Tier”, or “Transformation”, this is where to look first.
1.1 Capitalised terms used in these Terms have the meanings set out below or as defined in the relevant clause.
1.2 “Acceptable Use Policy” means the policy at Schedule 4, as updated by Jonda Health from time to time.
1.3 “Authorised User” means an employee, contractor or other individual who is authorised by the Customer to access and use the Services on the Customer’s behalf, and who has been issued credentials for that purpose.
1.4 “Customer Data” means all data, content, files, records and information uploaded to, transmitted through, or otherwise made available to the Services by or on behalf of the Customer, including any health data of patients or other individuals.
1.5 “Documentation” means the user-facing documentation made available by Jonda Health for the Services, as updated from time to time.
1.6 “Fees” means the fees payable by the Customer for the Services, as set out on the Jonda Health pricing page (https://jonda.health/pricing or such other URL notified to the Customer) or in an Order Form.
1.7 “Intellectual Property Rights” means all intellectual property rights worldwide, including patents, copyrights, trade marks, trade secrets, database rights, design rights, rights in know-how, and all applications, registrations and renewals of any of the foregoing.
1.8 “Module” means a functional component of the Services, as described in Schedule 1.
1.9 “Personal Data” has the meaning given in the DPA.
1.10 “Services” means JondaX, the data-transformation platform made available by Jonda Health, comprising the Modules described in Schedule 1, together with any related support, documentation, application programming interfaces and updates provided by Jonda Health under the Agreement. References in these Terms to “JondaX” and to “the Services” may be used interchangeably.
1.11 “Subscription” means a Customer’s subscription to one or more Modules, of a defined duration (monthly or annual) and at a defined tier (Starter, Growth or Enterprise).
1.12 “Subscription Term” means the period during which a Subscription is in force, as described in clause 19.
1.13 “Tier” means the level of the Subscription, being Starter, Growth or Enterprise, as further described in Schedule 1.
1.14 “Transformation” means a unit of usage as defined for each Module in Schedule 2 (e.g., processing of a file, page or scan, depending on the Module).
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By using JondaX, you confirm you have the legal capacity to enter the agreement, that you are not in a sanctioned country, and that the registration information you have given us is accurate. We reserve the right to refuse or close accounts that do not meet these basics.
2.1 These Terms come into effect when the Customer first registers an account, accesses the Services or accepts these Terms electronically, whichever is earliest.
2.2 By accepting these Terms, the Customer represents and warrants that: (a) it has the legal capacity to enter into binding contracts; (b) where it is accepting on behalf of an organisation, the individual accepting has authority to bind that organisation; (c) the Customer is not located in, and is not a national or resident of, any country or region subject to comprehensive economic sanctions imposed by the United Nations, the United States, the European Union, the United Kingdom or Singapore, and is not on any restricted-party list maintained by such authorities; and (d) all information provided to Jonda Health during account registration is accurate, current and complete.
2.3 Jonda Health may, at its sole discretion, refuse to register, suspend or terminate any account that does not meet the eligibility requirements set out in this clause 2.
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We grant you the right to use JondaX during your subscription, for your own internal business use. You can have authorised users on your team, but you are responsible for what they do. APIs are subject to fair-use and rate limits, and the Wearables module is delivered by a third-party partner under its own contract.
3.1 Jonda Health grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely for the Customer’s internal business purposes, during the Subscription Term, in accordance with these Terms.
3.2 The Services consist of one or more Modules, each described in Schedule 1. The Modules made available to the Customer depend on the Subscription(s) selected by the Customer.
3.3 The Customer may permit Authorised Users to use the Services on its behalf. The Customer is responsible for: (a) issuing and managing credentials for Authorised Users; (b) ensuring Authorised Users comply with these Terms; and (c) all acts and omissions of its Authorised Users as if they were the acts and omissions of the Customer.
3.4 Jonda Health may make application programming interfaces (“APIs”) available as part of the Services. Use of the APIs is subject to these Terms and any technical or operational limits notified by Jonda Health from time to time, including any rate limits, fair-use limits, or restrictions on automated access. Jonda Health reserves the right to introduce, modify or enforce such limits at any time on reasonable notice.
3.5 The Jonda Health Wearables Module, where offered, is delivered by a third-party partner under a separate contract with the Customer. Jonda Health is not responsible for the partner’s services or for the processing of data through the partner’s systems. The Customer’s use of the Wearables Module is governed by the partner’s own terms and privacy policy.
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Keep your account credentials safe and let us know straight away if you suspect anything has gone wrong. Logins should not be shared between people, and the platform’s access controls should not be worked around.
4.1 The Customer must register for an account in order to access the Services. The Customer is responsible for the confidentiality of its account credentials and for all activities that occur under its account.
4.2 The Customer shall notify Jonda Health immediately of any actual or suspected unauthorised access to or use of its account, or any other security incident affecting the Customer’s use of the Services.
4.3 The Customer shall not: (a) share account credentials between individuals; (b) permit any person to use the Services other than its Authorised Users; or (c) circumvent the access controls of the Services.
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We may offer new customers a free trial of up to 30 transformations across selected modules. Trials come without service levels, support guarantees or warranties beyond what mandatory law requires. Any data uploaded during the trial may be deleted if you do not subscribe within 30 days of trial expiry.
5.1 Jonda Health may, at its discretion, offer a free trial to new customers, comprising up to thirty (30) Transformations to be used across the JondaX Pathology Core, JondaX Pathology Pro and JondaX Medical Device Scan Modules combined.
5.2 The free trial is provided on an “as is” basis, without any service levels, support obligations, warranties or indemnities (other than as required by mandatory law). Customer Data uploaded during the free trial is subject to the DPA.
5.3 On expiry of the free trial, the Customer must subscribe to a paid Tier in order to continue using the Services. Customer Data uploaded during the free trial may be deleted by Jonda Health if the Customer does not subscribe to a paid Tier within thirty (30) days of expiry.
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Use JondaX lawfully, follow the documentation and the Acceptable Use Policy, and make sure you have the rights and consents needed to upload the data you upload. You are responsible for your own regulatory compliance (HIPAA, GDPR, PDPA, medical-device laws and so on), and for putting in place review processes that match how you are using our outputs.
6.1 The Customer shall:
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The platform is not to be used for anything illegal, harmful, or fraudulent. No reverse engineering, no scraping, no malware, no automated decisions about people without human review, and absolutely no use in life-supporting or life-sustaining systems. We can suspend access if we reasonably believe you are in serious breach.
7.1 The Customer shall comply, and shall ensure its Authorised Users comply, with the Acceptable Use Policy at Schedule 4. The Customer shall not, and shall not permit any third party to:
7.2 Jonda Health may, on reasonable notice and without liability, suspend the Customer’s access to the Services in whole or in part where Jonda Health reasonably believes the Customer is in material breach of this clause 7 or the Acceptable Use Policy and where suspension is reasonably necessary to protect the Services, other customers, Jonda Health or any third party. Jonda Health shall use reasonable efforts to give prior notice of suspension where it is safe and lawful to do so.
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You own your data. We license it from you only for what is needed to run and improve the service, in line with the DPA. We may derive de-identified, aggregated insights to make the platform better for everyone, but we do not sell de-identified data, build commercial datasets from it, publish it, or attempt to re-identify it. You are responsible for the accuracy of what you upload, and for choosing the right data hosting region for your needs.
8.1 As between the Parties, the Customer owns all right, title and interest in and to the Customer Data. The Customer grants Jonda Health a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely as necessary to provide and improve the Services and to comply with applicable law, in accordance with the DPA.
8.2 The processing of Personal Data within the Customer Data is governed by the DPA. The Customer shall not upload Personal Data of any data subject to the Services unless it has the right to do so under applicable Data Protection Laws.
8.3 The Customer acknowledges and agrees that Jonda Health applies de-identification, redaction and pseudonymisation methodologies to Customer Data as part of the Services. As permitted by the DPA, Jonda Health may derive de-identified, aggregated insights from Customer Data (including knowledge of new biomarkers and reference ranges, and aggregate counts of records processed) and use such insights to operate, maintain, secure and improve the Services for all customers. Jonda Health does not sell de-identified data, compile commercial datasets from de-identified data, use de-identified data for research or publication, or attempt to re-identify de-identified data.
8.4 The Customer is solely responsible for the accuracy, quality, integrity, legality and appropriateness of all Customer Data uploaded to the Services. Jonda Health does not verify the accuracy of Customer Data and is not responsible for any consequences arising from inaccurate, incomplete or unauthorised Customer Data.
8.5 The Customer is responsible for selecting the data hosting region available within its Tier (Singapore, European Union or United States for Starter and Growth Tiers; locally deployed environments are available for Enterprise Tier customers at additional cost). Jonda Health does not assess or warrant the appropriateness of the Customer’s region selection for the Customer’s legal or regulatory obligations. Certain Modules (specifically the JondaX Medical Device Scan and JondaX POC Modules) are provided exclusively from European processing facilities, as further described in Schedule 1.
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We own JondaX, including its software, models, knowledge base, methodologies and outputs. You do not get any rights beyond those expressly granted in this agreement. If you give us feedback, we are free to use it to improve the platform, and you are never required to give us feedback in the first place.
9.1 As between the Parties, Jonda Health owns all right, title and interest, including all Intellectual Property Rights, in and to the Services (including JondaX, its software, models, knowledge base, methodologies, processing rules and outputs), the Documentation, and any derivative works, modifications or improvements thereof. No rights are granted to the Customer except those expressly set out in these Terms.
9.2 If the Customer provides any feedback, suggestions, ideas, enhancement requests or other input to Jonda Health relating to the Services (“Feedback”), the Customer hereby grants Jonda Health a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, copy, modify, distribute and exploit such Feedback for any purpose, including the improvement of the Services. The Customer is not obliged to provide Feedback.
9.3 Jonda Health’s trade marks, logos, service marks and trade names (whether registered or unregistered) may not be used by the Customer without Jonda Health’s prior written consent, except as expressly permitted by clause 23.
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Fees are listed on the pricing page or in your order form, in US dollars. Each subscription includes a number of transformations per billing period, and going over incurs overage charges. Starter and Growth plans pay by card in advance; Enterprise pays against an invoice on net 30. We may change fees on 60 days’ notice. Outside of mandatory law, fees are non-refundable mid-term.
10.1 The Fees for each Module and Tier are set out on the Jonda Health pricing page or in the applicable Order Form. Fees are quoted and payable in United States Dollars (USD) unless otherwise specified.
10.2 Each Subscription includes a defined number of Transformations per billing period, as set out on the pricing page. Use of the Services in excess of the included Transformations shall incur overage charges at the per-Transformation rate set out on the pricing page or Order Form. Overage charges are billed in arrears.
10.3 Subscriptions may be billed monthly or annually, at the Customer’s election. Annual Subscriptions may be offered at a discount as set out on the pricing page. The Customer may change billing frequency at the next renewal.
10.4 Starter and Growth Tier Fees shall be paid by valid credit or debit card or other payment method authorised by Jonda Health, in advance of the relevant billing period. Enterprise Tier Fees shall be paid against an invoice issued by Jonda Health, on terms of net thirty (30) days from the date of the invoice, unless otherwise agreed in the Order Form.
10.5 The Customer authorises Jonda Health (or its payment processor) to charge the payment method on file for all Fees due (including renewal Fees and overage charges). It is the Customer’s responsibility to keep its payment method current.
10.6 All Fees are exclusive of taxes (including goods and services tax, value added tax, sales tax, withholding tax and any similar taxes), which shall be payable by the Customer in addition to the Fees, except for taxes assessed on Jonda Health’s net income.
10.7 If any undisputed amount is not paid when due, Jonda Health may, on at least seven (7) days’ prior written notice: (a) charge interest on the overdue amount at the rate of one percent (1%) per month or the maximum rate permitted by law (whichever is lower); and/or (b) suspend the Services until the overdue amount (with interest) is paid. The Customer shall reimburse Jonda Health’s reasonable costs of collecting overdue amounts (including reasonable legal fees).
10.8 Jonda Health may change the Fees on at least sixty (60) days’ prior written notice. Fee changes shall take effect at the start of the next renewal Subscription Term. If the Customer does not accept the new Fees, the Customer may elect not to renew the Subscription by providing notice in accordance with clause 19.
10.9 Except as expressly set out in these Terms or as required by mandatory law, all Fees are non-refundable and Subscriptions are non-cancellable mid-term.
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We aim to keep the platform available in line with the service levels in Schedule 3, which depend on your tier. Scheduled maintenance, force majeure events, and downtime caused outside our reasonable control are not counted as service downtime.
11.1 Jonda Health shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Schedule 3. Service levels and the level of support are determined by the Customer’s Tier.
11.2 Service availability shall be measured excluding: (a) scheduled maintenance windows notified in advance; (b) emergency maintenance reasonably required to address security or stability issues; (c) downtime caused by the Customer or by third-party services or systems not under Jonda Health’s control (including the Customer’s internet connectivity); and (d) downtime caused by force majeure events or circumstances described in clause 24.
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Each of us protects the other’s confidential information, uses it only for the purposes of this agreement, and shares it only with people who need to know and are bound by similar obligations. Customer Data is treated as your confidential information.
12.1 “Confidential Information” means any non-public information disclosed by one Party to the other in connection with these Terms which is identified as confidential or which a reasonable person would understand to be confidential, including the terms of these Terms, business and product plans, technical information, pricing and customer information. Customer Data is the Confidential Information of the Customer.
12.2 Each Party shall: (a) use the other Party’s Confidential Information only for the purposes of these Terms; (b) protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own information of like importance, and in any event no less than a reasonable degree of care; and (c) limit access to the other Party’s Confidential Information to its personnel and professional advisers who need to know it and who are bound by confidentiality obligations no less protective than those in this clause.
12.3 Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was known to the receiving Party without restriction before disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
12.4 If required by law, court order or regulatory authority to disclose Confidential Information, the receiving Party shall (where lawfully permitted) give prompt notice to the disclosing Party and reasonably co-operate in any effort to limit or contest the disclosure.
12.5 On termination of these Terms, each Party shall return or destroy the other Party’s Confidential Information in its possession, save that each Party may retain copies as required by law or its standard back-up procedures, in which case the obligations of confidentiality shall continue to apply for so long as such Confidential Information is retained.
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How we handle personal data is governed by the Data Processing Addendum, which forms part of this agreement. Our use of cookies and tracking technologies is described in the Privacy Notice and Cookie Policy.
13.1 The Parties shall comply with their respective obligations under applicable Data Protection Laws in respect of the processing of Personal Data under the Agreement, in accordance with the DPA. The DPA forms part of these Terms and is incorporated by reference.
13.2 Jonda Health’s use of cookies and other tracking technologies on its website and platform is described in the Jonda Health Privacy Notice and Cookie Policy.
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This is one of the most important clauses, and we want you to read it carefully. JondaX is not a medical device. It transforms health-related data into structured, machine-readable formats. It does not diagnose, treat, recommend, or replace a clinician’s judgement. You are solely responsible for whether the outputs are appropriate for your use case, for putting in place appropriate human review where decisions are being made, and for getting any regulatory approvals that apply to your use of those outputs.
Where Jonda Health personnel review data as part of harmonisation, that review is for data quality and accuracy only. It is not clinical review. Decisions about patient care, diagnosis or treatment are always yours.
14.1 The Services are not a medical device and do not provide insights, recommendations, advice, diagnosis or treatment. Jonda Health does not represent the Services as being intended to: (a) diagnose, prevent, monitor, predict, prognose, treat or alleviate any disease or condition; (b) generate clinical, diagnostic or therapeutic insights or recommendations; (c) replace the judgement of any healthcare professional or other qualified person; or (d) be used in life-supporting, life-sustaining, or other safety-critical contexts. The Services transform health-related data into structured, machine-readable formats; the interpretation and use of the resulting outputs is entirely a matter for the Customer.
14.2 Customer responsibility for decisions made using the outputs. The Customer is solely responsible for: (a) determining whether the outputs of the Services are accurate and appropriate for the Customer’s intended use; (b) where the Customer’s intended use involves clinical, diagnostic, treatment, wellness, research or operational decisions, ensuring that the outputs are reviewed by appropriately qualified persons before they are relied upon; (c) implementing appropriate quality-assurance, validation and review processes proportionate to the Customer’s use case; and (d) all decisions taken by the Customer (or by any third party using a product or service developed or operated by the Customer) on the basis of, or informed by, the outputs of the Services.
14.3 Jonda Health performs internal quality-assurance checks on the technical operation, reliability and performance of the Services as part of its operational practices. Such checks do not constitute validation of the outputs for the Customer’s specific use case. They do not relieve the Customer of its obligations under clause 14.2.
14.4 The Customer shall not use, and shall not permit any Authorised User or third party to use, the Services in any context, manner or setting prohibited by clauses 7.1(i) or 7.1(j).
14.5 If the Customer’s intended use of the Services would or may involve activities regulated as the manufacture, supply or use of a medical device under applicable law (including the Health Products Act 2007 of Singapore, the EU Medical Device Regulation 2017/745, or the U.S. Federal Food, Drug, and Cosmetic Act), the Customer shall be solely responsible for obtaining all necessary regulatory approvals and complying with all applicable obligations. Jonda Health makes no representation that the Services are suitable for, or compliant with, any such regulated use.
14.6 Human review by Jonda Health personnel. For the avoidance of doubt, any human review performed by Jonda Health personnel as part of the Services is solely for the purpose of data accuracy and quality assurance of the harmonisation process. Such review does not constitute clinical review, medical judgement, diagnostic interpretation, or any form of professional healthcare advice. The Customer remains solely responsible for any clinical review, diagnostic interpretation, treatment decision, or other professional judgement applied to the outputs of the Services.
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We warrant that the service will materially conform to the documentation during your subscription term, and that we will not knowingly introduce malicious code. Beyond those specific warranties (and anything mandatory law adds), the platform is provided “as is” without other warranties. If we fail to materially conform, we will fix it; if we cannot, you can terminate the affected subscription and get a pro-rata refund.
15.1 Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform these Terms; (b) its execution and performance of these Terms does not and will not violate any other agreement to which it is bound; and (c) it shall comply with all laws applicable to its performance under these Terms.
15.2 Jonda Health warrants that, during the Subscription Term: (a) the Services will materially conform to the Documentation; and (b) Jonda Health will not knowingly introduce any malicious code into the Services. The Customer’s sole and exclusive remedy, and Jonda Health’s sole and exclusive liability, for breach of the warranty in clause 15.2(a) is for Jonda Health to use commercially reasonable efforts to remediate the non-conformity within a reasonable time, failing which the Customer may terminate the affected Subscription and receive a pro-rata refund of pre-paid Fees attributable to the period after termination.
15.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM JONDA HEALTH OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
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This clause limits the financial exposure on both sides. Neither of us is liable for indirect or consequential losses (lost profits, lost business, and so on). Each party’s general liability is capped at the fees you have paid in the preceding 12 months, or USD 1,000 if greater. Claims relating to personal data have a separate cap of 2x those fees, on top of the general cap. Some things stay uncapped: death or personal injury caused by negligence, fraud, your payment obligations, certain serious breaches, and IP indemnification.
16.1 Excluded losses. To the maximum extent permitted by law, neither Party shall be liable to the other for any: (a) indirect, incidental, consequential, special, exemplary or punitive damages; (b) loss of profits, revenue, business, anticipated savings, goodwill or reputation; or (c) loss or corruption of data (other than Customer Data, to the extent recoverable under clause 16.3), in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not the relevant Party was advised of the possibility of such loss.
16.2 General liability cap. Subject to clauses 16.3 and 16.4, each Party’s total aggregate liability arising out of or in connection with the Agreement (including, without limitation, in contract, tort, breach of statutory duty or otherwise) shall not exceed the total Fees paid or payable by the Customer to Jonda Health in the twelve (12) months immediately preceding the event giving rise to the claim. For Customers who have paid less than USD 1,000 in Fees in the relevant period, the cap shall be the greater of (i) the Fees actually paid and (ii) USD 1,000.
16.3 Data protection super-cap. Subject to clause 16.4, each Party’s aggregate liability arising out of breaches of obligations under the DPA or in respect of Personal Data (including any indemnification obligations relating thereto) shall not exceed two (2) times the total Fees paid or payable by the Customer to Jonda Health in the twelve (12) months immediately preceding the event giving rise to the claim. The cap in this clause 16.3 is in addition to the cap in clause 16.2; provided that, taken together, the two caps shall represent the total maximum aggregate liability of each Party arising out of or in connection with the Agreement.
16.4 Uncapped liability. Nothing in the Agreement shall exclude or limit a Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer’s payment obligations under clause 10; (d) the Customer’s breach of clauses 7 (Acceptable Use), 9 (Intellectual Property) or 14.4 (Prohibited clinical use); (e) either Party’s indemnification obligations under clause 17 in respect of third-party intellectual property infringement claims; or (f) any other liability that cannot be excluded or limited by applicable law.
16.5 The Parties acknowledge that the Fees reflect the allocation of risk set out in this clause 16, and that without these limitations the Fees would be materially higher. The limitations in this clause 16 apply even if any limited remedy fails of its essential purpose.
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We will defend you against claims that JondaX (used as intended) infringes someone’s IP rights, with some standard carve-outs. You will defend us against claims arising from your data, your breach of obligations, your violations of law, and any clinical or operational decisions made based on our outputs. Both sides have to give prompt notice and cooperate.
17.1 Jonda Health shall defend the Customer (and its directors, officers and employees) against any third-party claim alleging that the Services, when used in accordance with these Terms, infringe such third party’s Intellectual Property Rights, and shall indemnify the Customer against damages and costs (including reasonable legal fees) finally awarded against the Customer or agreed by Jonda Health in settlement of such claim.
17.2 Jonda Health’s obligations under clause 17.1 shall not apply to any claim to the extent arising from: (a) the Customer’s use of the Services in breach of these Terms; (b) the combination of the Services with any product, service, software or data not provided or authorised by Jonda Health; (c) any modification of the Services not made by Jonda Health; (d) the Customer Data; or (e) the Customer’s continued use of the Services after notice from Jonda Health to discontinue use, where Jonda Health has provided a non-infringing alternative or workaround.
17.3 If the Services become, or in Jonda Health’s reasonable opinion are likely to become, the subject of an infringement claim, Jonda Health may, at its option and expense: (a) procure for the Customer the right to continue using the Services; (b) modify the Services to make them non-infringing while retaining substantially equivalent functionality; or (c) if neither (a) nor (b) is reasonably available, terminate the affected Subscription on notice and refund any pre-paid Fees attributable to the period after termination. This clause 17 sets out the Customer’s sole and exclusive remedy for intellectual property infringement claims relating to the Services.
17.4 The Customer shall defend Jonda Health (and its directors, officers and employees) against any third-party claim arising out of or in connection with: (a) the Customer Data, including any claim that the Customer Data infringes the rights of, or has caused harm to, a third party; (b) the Customer’s breach of clauses 6 (Customer Obligations), 7 (Acceptable Use), 8.2 (Personal Data warranties), or 14 (Not a Medical Device); (c) the Customer’s violation of any law or regulation; or (d) any clinical, diagnostic, treatment or operational decision taken by the Customer or any third party on the basis of the outputs of the Services. The Customer shall indemnify Jonda Health against damages and costs (including reasonable legal fees) finally awarded against Jonda Health or agreed by the Customer in settlement of such claim.
17.5 The Party seeking indemnification shall: (a) give the indemnifying Party prompt written notice of the claim; (b) give the indemnifying Party sole control of the defence and settlement of the claim (provided that no settlement requiring an admission of liability or imposing material obligations on the indemnified Party shall be made without its consent, not to be unreasonably withheld); and (c) provide reasonable co-operation in the defence at the indemnifying Party’s expense.
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We carry cyber liability and technology errors-and-omissions insurance appropriate to what we do, and we will share a certificate of insurance on reasonable request.
18.1 Jonda Health shall maintain, at its own cost, insurance cover appropriate to its activities and obligations under these Terms, including (without limitation) cyber liability insurance and technology errors-and-omissions / professional indemnity insurance, in such amounts as Jonda Health considers reasonable from time to time. On reasonable written request, Jonda Health shall provide the Customer with a certificate of insurance or other reasonable evidence of the cover then in place.
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Your subscription runs for either one month or twelve months, and renews automatically unless you give 30 days’ notice of non-renewal. Enterprise terms are set in the order form and override this clause where they conflict.
19.1 The Agreement comes into effect on the Customer’s acceptance of these Terms and continues for so long as the Customer has any active Subscription, unless terminated earlier in accordance with these Terms.
19.2 Each Subscription has a Subscription Term beginning on the date the Subscription is activated and continuing for one (1) month or twelve (12) months, as elected by the Customer.
19.3 Each Subscription shall automatically renew for successive Subscription Terms of the same length and at the then-current Fees, unless the Customer provides notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, by cancellation through the Services or by written notice to Jonda Health.
19.4 Enterprise Tier subscriptions shall have the term, renewal mechanics and notice periods set out in the relevant Order Form, which shall override this clause 19 to the extent of any conflict.
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Either of us can terminate for an uncured material breach (with 30 days’ notice to remedy), insolvency, or where required by law. We can also terminate immediately for serious breaches of acceptable use or prohibited clinical use. Starter and Growth customers can cancel for convenience at any time, without refund. After termination, your data is returned or deleted as set out in the DPA.
20.1 Either Party may terminate the Agreement (or, where applicable, an affected Subscription) immediately on written notice to the other Party if:
20.2 Jonda Health may terminate the Agreement (or any Subscription) immediately on written notice if the Customer breaches clause 7 (Acceptable Use) or clause 14.4 (Prohibited clinical use) in a manner that, in Jonda Health’s reasonable opinion, cannot be cured.
20.3 Without prejudice to clause 20.1, the Customer may terminate any Starter or Growth Tier Subscription for convenience at any time by providing notice through the Services. Termination for convenience does not entitle the Customer to a refund of pre-paid Fees, save in the case of an uncured material breach by Jonda Health (in which case clause 20.5 applies).
20.4 On termination of the Agreement or any Subscription:
20.5 In the event of termination by the Customer for an uncured material breach by Jonda Health, the Customer shall be entitled to a pro-rata refund of pre-paid Fees attributable to the period after the effective date of termination. This is the Customer’s sole and exclusive financial remedy on termination, save for the Customer’s rights under clause 17 (Indemnification) and any rights that cannot be excluded under applicable law.
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We may evolve the platform over time, but we will not materially diminish the core functionality of a module you are subscribed to during your current term, except for legal, security or stability reasons. If we update these terms in a way that is materially adverse to you, you will have at least 30 days’ notice and a right to terminate the affected subscription with a pro-rata refund.
21.1 Jonda Health may update, modify or improve the Services from time to time, including by adding, removing or changing features. Jonda Health shall not make any change that materially diminishes the core functionality of a Subscribed Module during the then-current Subscription Term, except as required by law or for security or stability reasons.
21.2 Jonda Health may update these Terms from time to time. Jonda Health shall provide the Customer with at least thirty (30) days’ prior written notice of any material change to these Terms (by email to the Customer’s account contact and/or by notification within the Services). Continued use of the Services after the effective date of the change constitutes acceptance of the updated Terms.
21.3 If a change to these Terms is materially adverse to the Customer, the Customer may terminate the affected Subscription by giving written notice to Jonda Health before the effective date of the change, in which case Jonda Health shall provide a pro-rata refund of pre-paid Fees attributable to the period after the effective date of termination.
21.4 Updates to the DPA, the Acceptable Use Policy, the Privacy Notice, the Sub-processor List, or the pricing page shall be governed by the procedures set out in those documents respectively, and shall not require a separate amendment to these Terms.
In short
We sometimes release features marked as beta, preview or early access. They are for evaluation only, may change or disappear without notice, and come without warranties, service levels or support obligations. The DPA still applies to any personal data processed through them.
22.1 Jonda Health may, from time to time, make available certain features, modules or functionality that are identified as “beta”, “preview”, “early access”, “evaluation” or similar (“Beta Features”). Beta Features are made available for evaluation purposes only and may be modified, withdrawn or discontinued at any time without notice.
22.2 Notwithstanding any other provision of these Terms, Beta Features are provided “as is” without warranties, indemnities, service levels or support obligations of any kind. The use of Beta Features is at the Customer’s sole risk.
22.3 The DPA continues to apply to the processing of Personal Data in connection with Beta Features.
In short
We may name and logo you on our website and customer lists in a factual, non-disparaging way. You can opt out at any time. Anything more involved (case studies, press releases) requires your prior written consent.
23.1 Jonda Health may identify the Customer as a customer of Jonda Health and use the Customer’s name and logo on Jonda Health’s website, marketing materials and in customer lists, in each case in a factual and non-disparaging manner.
23.2 The Customer may opt out of the use described in clause 23.1 at any time by sending written notice to Jonda Health, in which case Jonda Health shall, within a reasonable period, cease such use (other than in materials already published or distributed).
23.3 Any other publicity, press release, case study or marketing communication identifying the Customer or describing the Customer’s use of the Services shall require the Customer’s prior written consent.
In short
Neither of us is liable for failures caused by events outside our reasonable control, such as natural disasters, public-health emergencies, government action, or major infrastructure failures. If a force majeure event runs longer than 60 consecutive days, either side can terminate the affected subscription.
24.1 Neither Party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, epidemic, public-health emergency, fire, flood, earthquake, or failure of public infrastructure or third-party telecommunications or cloud service providers (a “Force Majeure Event”).
24.2 The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Subscription on written notice without further liability (except for accrued obligations).
In short
Notices to us go to our Singapore registered office or to privacy@jonda.health. Notices to you go to the contact details on file in your account or order form. Email and platform notifications count as valid notice.
25.1 Notices to Jonda Health under these Terms shall be sent in writing to:
Jonda Health Pte. Ltd.
Attention: Legal
1 North Bridge Road, #19-09 High Street Centre, Singapore 179094
Email: privacy@jonda.health
25.2 Notices to the Customer shall be sent to the contact details specified in the Customer’s account within the Services or in the Order Form, including by email and platform notification.
25.3 Notices shall be deemed received: (a) if delivered by hand, on the date of delivery; (b) if sent by email or platform notification, on the date of transmission, provided no delivery failure notification is received; and (c) if sent by registered or recorded post, two (2) business days after posting.
In short
The standard legal scaffolding. This is the entire agreement, neither side can assign without the other’s consent (with the usual carve-outs for affiliates and acquisitions), failure to enforce a right does not waive it, invalid clauses get severed, and electronic acceptance counts as signature.
26.1 Entire agreement. The Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements, understandings and representations, whether oral or written. Each Party acknowledges that, in entering into the Agreement, it has not relied on any statement, representation or warranty that is not expressly set out in the Agreement.
26.2 Assignment. Neither Party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other Party (such consent not to be unreasonably withheld), except that either Party may assign the Agreement, on written notice to the other, to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of its assets relating to the subject matter of the Agreement.
26.3 Subcontracting. Jonda Health may subcontract the performance of any of its obligations under these Terms, subject to the requirements of the DPA in respect of Sub-processors. Jonda Health shall remain responsible for the performance of its subcontractors.
26.4 Independent contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary or franchise relationship.
26.5 Waiver. A failure or delay by a Party in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving Party.
26.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, as nearly as possible, the original intent.
26.7 Variation. Save as expressly permitted by clauses 21 and 26.3, no variation of the Agreement shall be effective unless in writing and signed by, or on behalf of, both Parties.
26.8 Third-party rights. A person who is not a Party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of the Agreement. This clause does not affect any right or remedy of any person which exists, or is available, otherwise than pursuant to that Act.
26.9 Anti-bribery. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including (where applicable) the Singapore Prevention of Corruption Act 1960, the U.S. Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010.
26.10 Counterparts. The Agreement may be entered into electronically and acceptance through the Services sign-up flow shall have the same effect as a signed counterpart.
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This agreement is governed by Singapore law, and disputes are heard in Singapore courts. Enterprise customers may have arbitration via the SIAC instead, where their order form provides for it. The EU Standard Contractual Clauses incorporated under the DPA carry their own governing law where they apply.
27.1 The Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Singapore, without giving effect to any choice or conflict of law provision.
27.2 Subject to clause 27.3, the Parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore in respect of any dispute arising out of or in connection with the Agreement, save that this clause shall not preclude either Party from seeking interim or injunctive relief in any court of competent jurisdiction.
27.3 Where the relevant Subscription is an Enterprise Tier subscription, the Order Form may provide for disputes to be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, by a sole arbitrator, with the seat of arbitration in Singapore and the proceedings conducted in English. Where so provided, this clause 27.3 shall override clause 27.2 in respect of that Enterprise subscription.
27.4 Notwithstanding clauses 27.1 to 27.3, the EU Standard Contractual Clauses incorporated under the DPA, where they apply, shall be governed by, and disputes thereunder resolved in accordance with, the law and forum specified in the DPA.
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This schedule lists the modules (Pathology Core, Pathology Pro, Medical Device Scan, POC, Wearables) and where each one is hosted. It also explains what the Starter, Growth and Enterprise tiers include, and how they differ on hosting regions, service levels and support.
This Schedule 1 describes the Modules made available as part of the Services and the data hosting characteristics of each Module. The Modules made available to a Customer depend on the Subscription(s) selected. Pricing for each Module and Tier is set out on the Jonda Health pricing page or in the applicable Order Form.
The Services are offered in three Tiers: Starter, Growth and Enterprise. The Tier determines the included Transformations per billing period, the per-Transformation overage rate, the available data hosting regions, the applicable service levels, and the level of customer support, as set out in this Schedule, in Schedule 3, and on the Jonda Health pricing page.
Enterprise Tier subscriptions are available on terms set out in a separately agreed Order Form, which may include locally deployed environments (in a country of the Customer’s preference, at additional cost), customised service levels, dedicated support, and additional security and compliance features. The Enterprise Order Form may override specific provisions of these Terms in respect of that Customer.
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This schedule defines exactly what counts as one “transformation” for billing purposes, which varies by module. A digital pathology file is one transformation. For non-digital data, every three pages counts as one transformation, rounded up: a 4-page PDF is 2 transformations, a 7-page PDF is 3, and a 10-page PDF is 4. Re-processing the same input counts as a new transformation, unless the re-processing was needed to fix something on our side.
For the purposes of these Terms, a “Transformation” means a unit of usage as defined below for each Module:
For the avoidance of doubt: re-processing of the same input file, page, scan or record (whether due to error, retry, or by Customer request) shall count as a separate Transformation, save where the re-processing is required to remediate a fault attributable to Jonda Health.
In short
Sets out availability targets and support response times by tier. Starter has best-efforts only and email support. Growth has a 99.5% target (non-binding) and business-hours support. Enterprise has a binding 99.9% target with service credits, and 24/7 support. Standard exclusions apply for scheduled maintenance, force majeure and customer-caused downtime.
The following events shall not be counted as downtime for the purposes of measuring service availability under this Schedule 3:
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The Acceptable Use Policy referenced earlier in the terms, in full. Don’t upload unlawful content. Don’t try to break into the platform or other customers’ accounts. Don’t scrape, reverse engineer or build a competitor. Don’t use the service in life-supporting or safety-critical systems, and don’t use it to make automated decisions about people without proper human review. We will investigate suspected violations and may suspend or terminate for breach.
This Acceptable Use Policy (the “AUP”) sets out the acceptable use requirements for the Jonda Health Services. The AUP forms part of, and is incorporated into, the Terms of Service. The Customer is responsible for ensuring that its Authorised Users and any third parties acting on its behalf comply with the AUP.
The Customer shall not use the Services to:
The Customer shall not:
In addition to the restrictions in clause 14 of the Terms, the Customer shall not use the Services (and shall not permit any product, service or system the Customer builds using the Services to be used):
The Customer shall not use the Services to develop, train, fine-tune, benchmark or improve any product or service that competes with the Services, or to create derivative or competing products.
The Customer shall promptly report any actual or suspected violation of this AUP to privacy@jonda.health.
Jonda Health reserves the right to investigate suspected violations of this AUP. Without limiting any other right or remedy, Jonda Health may suspend or terminate the Customer’s access to the Services for violations of this AUP, in accordance with clauses 7.2 and 20 of the Terms.
Jonda Health Pte. Ltd.
1 NORTH BRIDGE ROAD
#19-09 HIGH STREET CENTRE
SINGAPORE (179094)
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