This document consists of two parts, Part A -General Terms and Conditions and Part B- Additional terms and conditions relating to specific Pathology Network services. PLEASE READ THROUGH THE ENTIRE DOCUMENT BEFORE PROCEEDING IN THE USE OF ANY PATHOLOGY NETWORK SERVICE.
This Agreement describes the terms governing your use of The Pathology Network online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by The Pathology Network. The Pathology Network reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, The Pathology Network grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless The Pathology Network or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
THE PATHOLOGY NETWORK MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
6.1 You are responsible for your content. You are responsible for all materials, patient data, and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant The Pathology Network a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. The Pathology Network is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). The Pathology Network does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which The Pathology Network is not responsible.
6.3 The Pathology Network may freely use feedback you provide. You agree that The Pathology Network may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant The Pathology Network a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to The Pathology Network in any way.
6.4 The Pathology Network may monitor your Content. The Pathology Network may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect The Pathology Network or its customers, or operate the Services properly. The Pathology Network, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7.1 We may tell you about other The Pathology Network services. You may be offered other services, products, or promotions by The Pathology Network ("The Pathology Network Services"). Additional terms and conditions and fees may apply. With some The Pathology Network Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant The Pathology Network permission to use information about your business and experience to help us to provide The Pathology Network Services to you and to enhance the Services. You grant The Pathology Network permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant The Pathology Network permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
7.2 Communications. The Pathology Network may be required by law to send you communications about the Services or third party products. You agree that The Pathology Network may send these communications to you via email or by posting them on our websites.
7.3 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact The Pathology Network if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PATHOLOGY NETWORK, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. THE PATHOLOGY NETWORK AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 THE PATHOLOGY NETWORK, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
You agree to indemnify and hold The Pathology Network and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). The Pathology Network reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by The Pathology Network in the defense of any Claims.
To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to The Pathology Network Ltd., in care of our registered agent…... Arbitration will be conducted by the ……. Payment of all filing, administration and arbitrator fees and costs will be governed by the ………… rules, but if you are unable to pay any of them, The Pathology Network will pay them for you. In addition, The Pathology Network will reimburse all such fees and costs for claims totaling less than Ksh75,000 unless the arbitrator determines the claims are frivolous. Likewise, The Pathology Network will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 14 shall survive expiration, termination or rescission of this Agreement.
Your use of the following Services provided by The Pathology Network are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
1.1. Pathology Network Referral and Reporting Platform The Pathology Network Referral and Reporting Platform (PNRRP) is an online solution for laboratory businesses to refer medical samples, receive medical samples, process such samples and release medical laboratory report through an online account (each a “PNRRP Account”). Its primary purpose is to assist laboratories using the platform in communication, logistics, sample tracking and laboratory test reporting. Each PNRRP Account may only be used to support one laboratory business.
Types of PNRRP Accounts
1.5. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2.1. Access and User Rights. The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). Additional Users may include, for example, your laboratory employees, laboratory technologists, pathologists, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to each PNRRP Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
2.2. For Administrators. As a Laboratory Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Pathology Network customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users if any, Additional Users may be able to delete, copy, or view the Content and data accessible in your PNRRP account. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you wish to terminate the PNRRP account, Additional Users will no longer be able to access your account but will remain users of the Pathology Network Platform. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator's or any Additional User's access to the Services.
2.3. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other Users’ Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access the PNRRP Account but you may continue to use other Services. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
2.3.1 For Pathologists. As a pathologist, the following applies to you: You have the right to engage and affiliate yourself with other accounts either as an in-house pathologist or a network pathologist. Such affiliation should be requested in writing to The Pathology Network according to the Policies and Procedures Manual. Once such an affiliation is granted, The Pathology Network reserves the right to immediately revoke the affiliation without prior notice to you if such an action is deemed to be in the best interest of the patient or in the event of your unexpected unavailability or as a result of court order, merger or acquisition. The Pathology Network will take reasonable measures to verify the identity of the signing pathologist at each diagnostic report sign-out event. NEVERTHELESS, ANY DIAGNOSTIC REPORT RELEASED FROM YOUR ACCOUNT WILL BEAR YOUR NAME AT THE BOTTOM OF THE REPORT. YOU BEAR FULL LEGAL AND PROFESSIONAL LIABILITY FOR THE CONTENTS OF EACH REPORT. IF YOU BELIEVE OR HAVE CAUSE TO BELIEVE THAT YOUR ACCOUNT HAS BEEN COMPROMISED, IT IS YOUR RESPONSIBILITY TO CONTACT THE PATHOLOGY NETWORK IMMEDIATELY FOR INVESTIGATION AND SUSPENSION OF YOUR ACCOUNT.
3.1 PNRRP Limits: PNRRP may limit usage for some features based upon the subscription you purchased. These features may include, without limitation, unlimited storage, telepathology access, chat, access to pathologists and search features.
3.2 Reactivating Subscriptions. If you cancel your PNRRP subscription or are deactivated due to nonpayment, you may choose to reactivate your PNRRP subscription. At the time of cancellation or deactivation, you have up to 90 days from the time of cancellation/deactivation to reactivate your subscription and retain your Content after which patient data will be removed from your account, converted to a read-only format and stored in a secure off-line storage. Your account will then be considered dormant. Re-activating a dormant account and restoring historical data will incur a cost of no more than Ksh 75,500.
4.1. Payment for Services. The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service. If any amount payable by you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, The Pathology Network may: a) reverse any corresponding credit issued to The Pathology Network, you, or any other party without liability to you or any other party, (b) apply any money currently held by The Pathology Network to any amount owed to The Pathology Network by you, (c) initiate another debit in substitution for the dishonored debit until the debit is honored and to initiate separate debits to cover any NSF fee or dishonored payment fees, (d) charge you a one-time insufficient funds penalty fee for each occurrence, (e) report this information to any and all credit agencies and/or financial institutions, and/or (f) immediately terminate this Agreement. The Pathology Network may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (15 10) days after demand. If further collection attempts are required, all collections costs will be charged to you, including but not limited to any costs associated with termination of this Agreement, and attorney fees, where permitted by law.
4.2. Subscription Cancellation. The Administrator may notify us if he or she wants to cancel the subscription prior to the beginning of the new subscription period. In the event that The Pathology Network is unable to charge a User's chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, The Pathology Network has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as The Pathology Network is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
5.1. Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
6.2. Public Content. As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other The Pathology Network customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User's Account Content, you understand and agree that the Account Content is being provided by the User, and not The Pathology Network, for information and guidance purposes only, and The Pathology Network and such User are not responsible in any way for your use of the Account Content.
6.3. Telephone numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that The Pathology Network may use your telephone number for "multi-factor authentication” (“MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve The Pathology Network sending text messages containing security codes to your telephone number. You agree to receive these texts from The Pathology Network containing security codes as part of the MFA process. In addition, you agree that The Pathology Network may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to The Pathology Network (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
6.4 PATIENT DATA & PARTICULARS.
All Patient(s) Data, i.e. name, identity, diagnosis, sicknesses, and results, all every kind of details relating to a patient or specific patients must be kept confidential. This is solely the responsibility of the facility-Laboratory, hospital, medical facility, or doctor-who is the primary contact for the management of the patient (or the specific patients). Third Parties are not responsible for the confidentiality and safe custody of all patient information that would become available to them by Use of The Pathology Network Services; nether is The Pathology Network.
Each healthcare facility and or practitioner can select any one of the Listed Referral Laboratories on the panel of The Pathology Network. It is the responsibility of the referring facility/practitioner to enter into Contractual relationship with the Referral Laboratory and set up their mutually acceptable contractual covenants. The Pathology Network does not and will not champion any one specific Referral Laboratory to any Referring Laboratory, Healthcare Facility, Doctor(s) or practitioner. The Pathology Network only confirms that any Listed Referral Laboratory is properly licensed, is legally operating, is affiliated to The Pathology Network and is recognized to meet the Minimum Set Operating Standards to offer the Laboratory and Pathology enlisted diagnostic services as indicated in their online particulars. The Pathology Network does not take any responsibility for the accuracy and reliability or liability for the test results of any of the Referral Laboratories on the network.
Specimen taking, accessioning (assigning it an identification), sending (referring to the Referral Laboratory), monitoring its movement and progression is the sole responsibility of the receiving healthcare facility-laboratory. This is simplified on the online test referral platform. The Laboratory Administrator of each referring facility is solely responsible. S/he may delegate to other Users within his/her facility.
The Pathology Network Test Referral Platform corrects and aggregates data sets in general terms and does not pick specifics of clients’ data. This aggregate data sets lead into inferential statistics which can be used to generalize prevalence of conditions, identify trends, identify possible epidemic outbreaks and thus sound out alerts and hence inform appropriate responses from healthcare providers and or policy making.
It is the sole responsibility of a Laboratory Administrator or his/her designate assistant to assign cases to an In-house Pathologist or Network Pathologist; as the case may be. The Pathology Network management does due diligence on each and every Pathologist to be acceptable to be on the List of Pathologists and thus to handle and report cases-both In-house and Network Pathologists. The Results of each case handled is the sole responsibility of the Signing Off Pathologist.
11.1 The Pathology Network always endeavors to customize and support the listed and contracted facilities on the platform to meet their unique needs to their clients, as best as it is practicable. The listed/contracted facility shall notify The Pathology Network the unique areas that require customization and to get the required support.
11.2. The Pathology Network may offer online Branding and Marketing services to the Listed and Contracted facilities, members, laboratories and others with or without charges to that effect. Where Branding and Marketing services require to be charged, The Pathology Network gives adequate Notice to the listed members to contractually commit before the online Branding and Marketing programs are rolled out.
In the course of the normal business transactions and relationships amongst The Pathology Network and its Listed Members and also the Listed Members amongst each other, each Member is solely responsible for the Credit Terms contractual obligations as contacted between two parties. The Pathology Network is not responsible for the enforcement of Credit Terms amongst its Listed Members who have individually contracted.
Each Listed Member is responsible and is also advised to be responsible for the Credit Terms enforcement and mutually contracted with each other; and or with The Pathology Network; as the case may be.
13.1. Third Party Products. By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. The Pathology Network is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not The Pathology Network, are solely responsible for their own actions or inactions. The Pathology Network is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of The Pathology Network or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
13.2. Data Transfer Service.
13.4. Data Receipt Service.
13.5. Third Party Code. The Services use PDF Tron technology (“Third Party Code”), which is subject to the following additional license terms. You agree that you (a) will use the Third Party Code only as an integral component of the Services; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third Party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (iv) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software.
13.6. Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.