Welcome to Remedi Innovations Sdn Bhd (1246783-M) (“Remedi”, “we”, “our”, “us”). These Terms of Use (“Terms”) govern your use of our web-based clinic management system, CXRemedi (“System”) and the modules and functionalities we make available on our System, including CXMarket (collectively, “Services”). In these Terms, we use the word “Subscriber Clinic” to refer to any registered health clinic or healthcare provider in Malaysia who subscribes to and pays for the use of the System; and “Company” to refer to any pharmaceutical company who carries out business as a manufacturer, distributor, importer and exporter of pharmaceutical products and medicines in Malaysia and subscribes to and pays for the use of the System (collectively, “Subscriber”). We use the word “you” (and “your”) to refer to the Subscriber Clinic, Company and any individual user of our Services who has registered for an account to use the System, an individual who is duly authorised by Subscriber to access and use the System, including a practitioner, staff member and any individual browsing or using the System (“Authorised Users”).

Our Privacy Policy forms part of these Terms and describes how your personal information is collected, used and stored through the use of the System.

ACCEPTANCE

1.      Please take a moment to read these Terms carefully before using any of the Services. These Terms are a legal contract between us and each person who uses the Services and are accepted by subscribing to the System. We reserve the right at our sole discretion to make changes to these Terms from time to time. We do not assume any obligation to notify you of any changes to these Terms.

2.      The System is a clinic management system, to be used to help manage all administrative aspects of the clinical interaction, including patient booking, patient consultation, record keeping, payment management, other practice management functions as well as a pharmaceutical products marketplace where the Subscribers can interact, publish and discover products, and engage in business (trade) relationship. We provide a software-as-a-service system through which we host applications, software and make these available for health clinics, health practitioners and staff members.

3.      By accessing and using the System, you acknowledge and confirm that you have read and understood these Terms, and you agree to comply with these Terms. If you disagree with any of these Terms, please do not use the System. Your continued use of the System following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so that you are aware of any changes, as they are binding on you.

ACCOUNT

4.      You understand that the System is not available for use by persons under 18 years of age. If you are under 18 years old, please contact us at info@remedi.my so we can discuss alternative methods to send/receive information contained within your electronic health record.

5.      You acknowledge that registering an account in the System (“Account”) is subject to any eligibility criteria published within the System from time to time. We reserve the right to accept or reject any person’s Account registration in our absolute discretion.

6.      The person signing up for a subscription on behalf of a Subscriber is the “Account Owner” and will be authorized to administer the account for the Subscriber. This includes authorizing additional user accounts for the Authorised User, and granting and revoking user access rights and permissions. Each Subscriber will have only 1 Account Owner. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Account Owner. A Subscriber may change its Account Owner through its account settings.

7.      If you submit an application to register an Account, you warrant that:

a.     you have provided truthful and accurate information;

b.     if you have submitted an application on behalf of another person, that you have the lawful authority and/or consent of that other person to bind them to these Terms.

c.      if your subscription permits, you may add your other team members to your account for them to access the Services

d.     You are responsible for maintaining the confidentially of your account and password and for all activity on or through your account (including unauthorised access by third parties) and you must not sell, transfer, license or assign your account, username, or any account rights. 

e.     You agree to notify us immediately upon becoming aware or suspecting that another party has accessed your Account or is aware of your username or password. Where a breach of security occurs, we may reset the relevant logon credentials and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our systems and networks and your access to the Services.

FREE TRIAL

8.      If you are first time user of the Services, we may provide you with free access to the Services for a period of 2 weeks to 2 months, as may be determined by Remedi (“Free Trial”).

a.     During the Trial Period:

i             the Services will be provided for evaluation only;

ii            to the extent permitted by law, the Services are provided “as-is” and “as-available”, we does not make any warranties and exclude all liability arising from your use of the Services, including loss of data or your data;

iii          your right to access the Services is subject to Remedi’s sole discretion and we may limit and/or terminate your access to the Services at any time; and

iv          You will not attempt to circumvent, dismantle, or otherwise interfere with any time-control disabling functionality in the Free Trial that causes the Free Trial to cease functioning.

b.     At the end of the Free Trial:

i             if you do not enter your billing information, you will not be charged by us and any data entered or collected from the Services will be lost unless you purchase a subscription or you export such data by printing reports prior to the expiry of the Free Trial;

ii            Unless you have cancelled your Free Trial, you will automatically be charged the relevant subscription fees in order to continue using the Services.

INTELLECTUAL PROPERTY

9.     Remedi owns, or has obtained the rights to use, all intellectual property rights in the System, excluding any Subscriber Data (defined herein) provided by Subscriber. This includes the features, functionality, underlying software and technology that operates the System. Except to the extent permitted in these Terms or as required under law, the System must not be accessed, used, republished, reproduced, copied, sold, modified or otherwise exploited (in full or in part), without our express written consent of Remedi.

10.   Remedi grants you a non-exclusive, non-transferable, limited license to access and use the Services in accordance with your subscription, including any new releases and updates of Services that Remedi may make available from time to time.

USE OF THE SYSTEM

11.   You agree that, subject to any applicable laws:

a.       the Subscriber and its Authorised Users must only use the System for the Subscriber’s lawful internal business purposes, in accordance with these Terms;

b.      the Subscriber will be responsible for determining who is an Authorised User and what level of access to the relevant Service that Authorised User will have;

c.        the Subscriber is responsible for your use and all Authorised Users’ use of the Service including compliance with the law and these Terms;

d.      the Subscriber must control each Authorised User’s level of access to the relevant Services at all times and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have a different level of access, as the case may be;

e.       You must not make the Services available to any person other than the Subscriber and Authorised Users;

f.        if there is any dispute between the Subscriber and the Subscriber’s Authorised Users regarding access to any Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that the Authorised User shall have, if any;

g.       You must not attempt to undermine the security or integrity of our System or networks or where the Services are hosted by a third party, that third party’s computing systems and networks;

h.      You must not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;

i.         You must not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;

j.        You must not transmit, or input into the System or otherwise create when using the Services, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including data or other material protected by copyright, trade secrets or any other intellectual property which you do not have the right to use);

k.       You must not use the Services or any communication tool available on the System for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial material or content that may be offensive to any other users of the Services;

l.        when you make any communication on the System, you represent that you are permitted to make such communication and you recognise that we are under no obligation to ensure that the communications on the System are legitimate or that they are related only to the use of the Services, however, we reserve the right to remove any communication at any time in our sole discretion;

m.      You must not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Applications except as is strictly necessary to use either of them for normal operation and only with our express written consent;

n.      You must not commercialise the Services;

o.      Remedi shall not be responsible for your use of, reliance on, publication, communication, distribution, printing, uploading, or downloading of any information (including the Subscriber Data) on or from the System.

p.      Remedi shall not be responsible for the delivery and any defects of the goods traded between the Company and the Subscriber Clinic;

q.      Subscriber is responsible for all losses, reversals, fees, claims, penalties or chargebacks, incurred by the Subscriber or Remedi, another user, or a third party caused by or arising out of the Subscriber’s breach of this Terms of Use, damage to or loss of the Subscriber’s devices, the authorized use of the Subscriber’s account by a third party and/or the Subscriber’s use of the System, and where such are borne by Remedi, another user, or a third party, the Subscriber  agrees to reimburse the same for any and all such liability;

r.    Where payment is made through the System, Remedi operates solely as an intermediary through our third party payment services provider and: (i) under no circumstances acts as a seller, purchaser, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Subscriber goods and services; and (ii) makes no representations or warranties and does not ensure the quality, safety and/or legality of any Subscriber’s goods and services. Remedi does not guarantee the identity of anyone accessing and using the System or ensure that a user will complete a transaction on the System;

s.       any dispute arising out of any Subscriber goods and services is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction in relation to the Subscriber goods and services shall only obligate the respective Subscriber. Remedi shall not be a party to any dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Subscriber goods and services. Remedi may, on a case by case basis and at your own costs expenses, facilitate your request from the respective Subscriber any refund paid for the goods and/or services by you. The Subscriber is responsible for knowing whether a transaction is erroneous or suspicious, you agree to conduct all necessary acts to ensure the transaction is genuine.

t.       Remedi’s Services, including its payment gateway service, only facilitate the execution of payments on the System.  Any payment monies collected from a sender of funds and received by Remedi  shall be settled and transferred into the Subscriber’s account within a fixed timeframe on either  a daily, weekly, biweekly or monthly basis, on such terms as agreed by the parties. Subscriber agrees to be responsible for all the costs, expenses, fees and/or bank charges applicable to the settlement and transfer.

u.      Subscriber is aware that the receipt of a payment into the Subscriber’s account does not amount to the receipt of cleared funds. Subscriber remains liable to Remedi for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (“Reversal Amount”). In the event of a payment reversal, Remedi is entitled to debit the Merchant Account with the Reversal Amount and any applicable third party chargeback or reversal fee. If Remedi is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the Subscriber account (including any monies transferred into it after the payment reversal), Subscriber is required to repay the Reversal Amount and/or any negative balance of the Subscriber account by depositing funds into such Subscriber account to ensure that the Reversal Amount and/or any negative balance can be fully recovered by Remedi. Failure to do so is a breach of these Terms. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. Remedi reserves the right to, at any time, demand repayment by Subscriber for such amount.

v.       Subscriber is aware that there is a risk of loss or stolen money through the System. You agree and acknowledge that while Remedi will provide and suggest certain security controls, we cannot guarantee that you will never be a victim of aforementioned scenario. You are solely responsible for losses you incur from such loss or stolen money from any fraudulent activities engaged with you. We may assist you with recovering the lost funds, but you are solely responsible for such losses due to loss or stolen money through the System, unless such losses result from our wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the loss or stolen money;

w.     Remedi reserves the right, at any time and in our sole discretion, to change, modify, add, eliminate or discontinue any Services in the System, or any portion, module, functionalities or feature thereof or impose certain conditions for the use of the Services and System. All such changes, modifications, additions, eliminations, discontinuances or conditions shall be effective upon their posting on the System or unless otherwise noted, by direct communication to you.

x.       You agree to accept sole responsibility for the legality of your actions under the laws which apply to you. You agree that we and our directors, officers, employees, agents, contractors, successors, assignees and suppliers have no responsibility for the legality of your actions.

12.   If you are the Subscriber:

a.      you are also responsible for the conduct of all your health practitioners, health practitioner assistants and staff members, whether or not they are Authorised Users;

b.      you must ensure that your health practitioners, health practitioner assistants and staff members comply with these Terms; and

c.       any breach of these Terms by your Authorised Users, including but not limited to your health practitioners, health practitioner assistants or staff members will be deemed to constitute a breach by you of your obligations under these Terms and you agree to indemnify us for all losses incurred from any breach of these Terms your health practitioners, health practitioner assistants or staff members.

13.   You agree that Remedi is not responsible for the conduct of any other user of the System (including other patients who hold a patient account for the System, health practitioners, health service provider organisations, health practitioner assistants, and any other persons who hold an account for the System).

DATA PROCESSING AGREEMENT

14.   Ownership and Control. Subscriber retains ownership and control of its patient data, medical data, inventory data and all information collected, entered, created or otherwise provided by the Subscriber and its Authorised Users in the course of using the Services (“Subscriber Data”). Subscriber is referred to as a “Data User” for the purposes of Malaysia’s Personal Data Protection Act 2010 and are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements. For further information on Remedi’s relationship with Subscriber, please read our Privacy Policy

15.   Each Subscriber determines:

a.          What Subscriber Data to collect;

b.         How the Subscriber will use the Subscriber Data;

c.          Which practitioners and staff have access to Subscriber Data;

d.         How long the Subscriber will store Subscriber Data; and

e.         On what basis the Subscriber will delete Subscriber Data.

16.   Storage and Access. Subscriber is a service provider and is referred to as a “Data Processor” for the purposes of Malaysia’s Personal Data Protection Act 2010. Remedi will keep Subscriber Data stored securely as described below under Security Measures. Remedi will only access Subscriber Data at the request of a Subscriber or its Authorised users, or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation or court order. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.

17.   If you have any questions about your Subscriber Data, please contact your Account Owner. If an Account Owner has any questions about the management of Subscriber Data in the Services, the Account Owner may contact us at info@remedi.my.

Security Measures

18.   Safeguards. Remedi will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers.

19. Security Breach. Remedi will notify affected Subscribers if Remedi determines that the security of the Services has been breached and this results in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. Remedi will report to the affected Subscribers on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscribers in mitigating the effects of any lost or compromised Subscriber Data.

20.   Your Responsibility. Subscribers and their Authorised Users will notify Remedi immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.

 Data Retention Policy 

21.   Our clinic management platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. Account Owners may contact us at info@remedi.my if there are such requirements.

22.   Data Export. Subscribers may export their Subscriber Data at any time and should do so prior to ceasing or terminating their use of the System. Please contact us at info@remedi.my if you require assistance exporting data.

23.   After Termination. When a subscription expires or is terminated, the Account is deactivated. This means the Account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The Account and its Subscriber Data will be retained in the event the Subscribers wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated.

24. Account Owners may contact us at info@remedi.my with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Owner.

25.   Anonymized/Aggregated Data. Remedi may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for research, data analysis, benchmarking, statistics or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user or patient. Remedi may share such anonymized information with Subscribers and others, for example, by providing insights into most common conditions, most popular treatments or benchmarking fees against industry or regional norms.

THIRD-PARTY SOFTWARE AND SYSTEMS

26.   You acknowledge that the System has integrations with third-party software and systems including but not limited to payment processing, assessment tools, data analytics tools, online bookkeeping, electronic billing, inventory management  (“Third Party Products”). If Third Party Products form part of your subscription or Services, the following will apply:

a.     your use of, and access to, any Third Party Products is subject to separate terms and conditions issued by the third party supplier of those products from time to time and Remedi will not be responsible for such Third Party Products;

b.     if requested, Remedi will liaise with the third party supplier of the Third Party Products on your behalf;

c.      Remedi makes no representations or warranties in relation to any Third Party Products;

d.     Remedi may suspend your use of, or access to the Third Party Products if you breach the terms and conditions applicable to the Third Party Products or if Remedi no longer uses such Third Party Products;

e.     You acknowledge and agree Remedi will make your data available to the providers of the Third Party Products;

f.      Remedi is not responsible for the privacy policies and/or privacy practices of Third-party Vendor, including Stripe whom we use as our payment gateway provider that allows you to make payments on the System.

DISCLAIMER OF WARRANTIES

27.   THE SYSTEM IS PROVIDED “AS-IS” AND “AS-AVAILABLE”. NEITHER REMEDI NOR ANY PERSON ASSOCIATED WITH REMEDI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, CURRENCY, CONSISTENCY NOR AVAILABILITY OF THE SERVICES, GOODS TRADED BETWEEN THE COMPANY AND SUBSCRIBER CLINIC, ANY CONTENT AND SYSTEM. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, GOODS TRADED BETWEEN THE COMPANY AND SUBSCRIBER CLINIC, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

28.   YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS OF INFORMATION RESULTING FROM THE DOWNLOADING, PRINTING AND/OR ACCESSING OF YOUR RECORDS OR ANY OTHER CONTENT VIA THE SYSTEM, WHICH INCLUDES, BUT IS NOT LIMITED TO SUBSCRIBER DATA, LOSS OF PRIVACY OF SUCH RECORDS OR ANY OTHER DATA. REMEDI ASSUMES NO ACCOUNTABILITY AND DISCLAIMS ALL LIABILITY RESULTING FROM INACCURACIES OR INACCESSIBILITY IN THE SYSTEM, PLATFORM AND ANY SOFTWARE, COMMUNICATION LINES, THE INTERNET, YOUR INTERNET SERVICE PROVIDER (ISP), OR TECHNICAL ISSUES ORIGINATING FROM THE COMPUTER OR DEVICE THAT YOU USE TO ACCESS THE SYSTEM.

SUBSCRIPTION FEES

29.   You become a Subscriber by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on a monthly or yearly basis. Fees are charged monthly in advance in accordance with the billing information provided by you at the time of subscription. Account Owners may update their Subscriber’s billing information or cancel their Subscriber’s subscription at any time through their account settings or by contacting us at info@remedi.my. Except as set forth below under Termination, all fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time.

30.   Fees are due and payable as set forth in the System and Subscriber shall timely pay all fees. Fees paid are non-refundable. Subscriber’s fees are subject to increase upon renewal (including any auto-renewal), following expiration of the then-current subscription term (whether monthly or yearly).

31.   Fees are exclusive of all taxes such as sales and service tax.

LIMITATION OF LIABILITIES

32.   EACH PARTY’S (AND ITS RESPECTIVE AGENTS’, AFFILIATES’, LICENSORS’ AND SUPPLIERS’) TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT, IN ANY EVENT, UNDER ANY THEORY OF LAW, EXCEED THE AMOUNT PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED RINGGIT (RM100) IF YOU HAD NOT HAD ANY PAYMENT OBLIGATION TO REMEDI.

33.   NOTWITHSTANDING ANYTHING CONTAINED HEREIN, YOU WILL HOLD US OR OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE HOWEVER IT ARISES (INCLUDING LEGAL AND ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION OR AT TRIAL OR APPEAL, IF ANY) WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

INDEMNITY

34.   You agree to indemnify, defend, and hold harmless Remedi and its providers, directors, employees, agents and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including, without limitation: legal fees and disbursements resulting directly or indirectly from (i) your breach of any of the terms and conditions of these Terms; (ii) your access to, use, misuse, reliance upon, or inability to access or use the System; (iii) your breach of personal data protection and privacy laws including Personal Data Protection Act 2010; (iv) your use of, reliance on, publication, communication, distribution, printing, uploading, or downloading of anything (including the Subscriber Data) on or from the System.

TERMINATION

35.   If any fees are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.

36.   Remedi may terminate or suspend access to the Services, or suspend or deactivate a Subscriber’s or an Authorised User’s account, if the Subscriber or Authorised User breaches any obligations under these Terms. Remedi may also terminate a Subscriber’s subscription if Remedi discontinues the Services. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others.

37.   Upon termination, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term. Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.

ACCOUNT CLOSURE

38.   If you wish to close your Account, please contact us by emailing us at info@remedi.my. Alternatively, you may close your Account using settings option provided in the System.

39.    Once your Account or your access to the System is terminated, you will not have access to any of the Platform or content therein.

GOVERNING LAW

40.   These Terms are governed by the laws of Malaysia and each party submits to the exclusive jurisdiction of the Malaysian courts. In the event of a conflict of a state and federal law within the Malaysian law, the federal law shall prevail for the purposes of interpretation of these Terms, unless such conflict shall be expressly waived by the Parties in writing.

WAIVER AND SEVERABILITY

41.   No waiver by Remedi of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Remedi to assert a right or provision under Terms shall not constitute a waiver of such right or provision 

42.   If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.