Medical Partners Terms of Services

1. This agreement sets out the following terms and conditions (hereinafter the “Terms”) between you (hereinafter “Medical Partner”) and HealthyIM K.K. (hereinafter “HealthyIM”) related to the use of HealthyIM’s Medical Partner listing services. The Medical Partner must agree to the Terms before applying to be listed as a Medical Partner on the Website (as defined in section 2 below). HealthyIM reserves the right to modify the contents of the Terms as it deems necessary, and the Medical Partner agrees to abide by any such changes.

2. Definitions
Under the Terms, the following words and phrases have the meanings provided below
Medical Partner: A person or entity engaged in the business of healthcare or medical care, including health screening and other medical services, dental services and wellness services, related products, etc.
Listing: A section of the Website that lists information relating to the Medical Partner and the Medical Partner’s services and products
Member: A member of the Program
Program: A membership program provided via the Internet for English-speaking people living in or visiting Japan that offers a healthcare support concierge service; information on and introductions to professional fitness, wellness and lifestyle coaches; free online coaching sessions; and introductions to and exclusive deals on health and wellness facilities, vendors, products and services
Website: A website operated by HealthyIM through which Members access the services the Program provides

3. Membership Site
3.1 HealthyIM posts and maintains individual Listings for Medical Partners wishing to offer their services and products to Members. The Listing for a particular Medical Partner includes a photograph; a short profile including URL, phone, email and directions and a map to the Medical Partner’s place of business; a description of the services and products offered; a description of discounts and special offers; and member-generated reviews of the Medical Partner.
3.2 The Medical Partner may apply for an individual Listing, and if the application is accepted the Medical Partner agrees to provide HealthyIM with the information mentioned in section 3.1 above in a format that HealthyIM specifies.
3.3 The Medical Partner warrants that all information provided in accordance with section 3.2 is true and correct, and shall inform HealthyIM in a timely manner of any changes to that information.
3.4 If HealthyIM chooses to create a Listing for the Medical Partner, HealthyIM reserves the right to make any changes to the Listing it considers necessary.
3.5 The Medical Partner agrees to the use of the content of said Listing as needed to promote the Program and HealthyIM’s services.
3.6 The Medical Partner agrees that all content posted on the Website is the property of HealthyIM.

4. Introductions to Members
4.1 If HealthyIM accepts the Medical Partner’s application for a Listing, HealthyIM agrees to introduce the Medical Partner to Members that have expressed an interest in one or more of the products and services the Medical Partner offers.
4.2 For the avoidance of doubt, the Medical Partner shall be under no obligation to pay a fee to HealthyIM in the event that any Member introduced by HealthyIM chooses to purchase products and services from the Medical Partner unless otherwise and mutually agreed.
4.3 The Medical Partner may use HealthyIM’s Healthy Concierge to coordinate mutually appropriate appointment times for Members.
4.4 HealthyIM may conduct satisfaction surveys with Members who have received products or services from the Medical Partner through the Program. HealthyIM may also include information/feedback from these surveys in the Medical Partner’s Listing, and at a later date may use the results of these surveys to calculate the satisfaction rating to be displayed on the Medical Partner’s Listing.

5. Services
5.1 If HealthyIM accepts the Medical Partner’s application for a Listing, the Medical Partner agrees to provide products and services to Members to maintain or improve their health, including health screening and other medical services, dental services and wellness services, etc.
5.2 The Medical Partner also agrees to provide discounts and/or special offers to Members that are unique and add value for Members.
5.3 The Medical Partner agrees to be customer-oriented and foreigner-friendly.

6. Prohibited Conduct
6.1 The Medical Partner shall not promote products or services to Members outside those the Program covers unless otherwise agreed in writing with HealthyIM.
6.2 The Medical Partner shall not make any negative public statements about the Program or HealthyIM.

7. Liability
7.1 The Medical Partner is fully responsible for all products and services the Medical Partner provides to any Member. The Medical Partner fully indemnifies and holds harmless HealthyIM for any claim made by a Member against HealthyIM in respect to the products and services the Medical Partner provides.
7.2 HealthyIM shall not be liable to the Medical Partner for any direct, indirect, consequential or extraordinary loss or damage.

8. Termination of Agreement
8.1 HealthyIM retains the right to terminate this agreement with immediate effect at any time by written notice to the Medical Partner if:
1) The Medical Partner is in breach of any of its obligations under this agreement and has not rectified the breach within thirty days of receiving notice from HealthyIM;
2) The Medical Partner is the subject of consistently low satisfaction ratings from Members; or
3) The Medical Partner ceases to do business; become unable to pay businessrelated debts as and when they fall due; becomes or is deemed to be insolvent, or has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of the Medical Partner’s assets or business; makes any composition or arrangement with the Medical Partner’s creditors or is subject to any similar action in consequence of debt; is subject to an order or resolution made for the Medical Partner’s dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction); or is subject to any equivalent or similar action or proceeding to that listed above in any jurisdiction and the same is not dismissed or discharged within thirty (30) days thereafter.

9. Copyright, Proprietary Rights
Copyright or any other proprietary rights relating to the Website or contents on the Website belong solely to HealthyIM. The Medical Partner may not copy, display, distribute, upload or in any way use such content without obtaining our consent.

10. Listing Fee
The Medical Partner will be charged an annual Listing fee to use the Listing services. The Listing fee shall be agreed upon separately between the Medical Partner and HealthyIM.

11. Revision or Discontinuance of the Medical Partner’s Listing
HealthyIM reserves the right to revise or discontinue any or all of the Medical Partner’s Listing.

12. Governing Laws and Jurisdiction
The laws of Japan shall govern the Terms without regard to its conflict of laws. The Medical Partner and HealthyIM agree to submit to the exclusive jurisdiction of Tokyo District Court to resolve any legal matter arising from the Terms.

13. Miscellaneous
The parties to this agreement are independent contractors in relation to each other and this agreement is not intended to be—nor will it be construed as—a joint venture, association, partnership or other formal business organization.