Terms of Service
Mednefits Applications — Member Terms of Service Agreement
Welcome to Mednefits’ Platform (defined below).The Platform is operated by Medicloud Pte Ltd (“Mednefits”, “we” or “us”) and connects third party providers in health and wellness industry, including without limitation, medical practitioner or healthcare provider, whether an individual professional or an organization, with Mednefits’ Members and Member’s dependants (collectively “Members” or “you”) and the employers of Mednefits’ Members (“Customers”) wherein the third party service providers can list and publish their profiles and services available on the Platform while the Members can search for the service providers by name, specialisation, geographical area or any other criteria made available by Mednefits and make payments through the Platform for the health and wellness services provided by the third party service providers using the credits given and assigned/allocated by the Customers to the Members.
These Terms may be revised by Mednefits, and Mednefits may issue additional policies that may apply to your use of the Platform (“Mednefits Policies”) from time to time upon notice to you, such as by posting a revised version of these Terms or such Mednefits Policies on the Platform or by push notification. Your continued access to or use of the Platform after such notice had been given shall constitute your acknowledgement and acceptance of the revised Terms and/or Mednefits Policies (as the case may be).
1. Platform and License.
1.1. Subject to your acceptance of and compliance with the terms and conditions of these Terms, during the Term, Mednefits grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Platform in Singapore.
1.2. You do not acquire any ownership interest or any other rights in the Platform under these Terms, other than to use the Platform in accordance with the limited license granted hereunder and subject to all terms, conditions, and restrictions, under these Terms. Mednefits reserves and shall retain its entire right, title, and interest in and to the Platform, including all patent, copyright, trademark, trade secret, and other Intellectual Property Rights therein or relating thereto.
1.3. You acknowledge and agree that Mednefits may regularly update the Platform and reserves the right to add and/or substitute functionally equivalent features for any reason, without notifying you. Mednefits shall have the right to remove, suspend or discontinue any component, feature, or function of the Platform without any liability towards you. You further agree that all updates to the Platform will be deemed part of the Platform and be subject to all terms and conditions of these Terms.
1.4. To access and use the Platform, an internet connection and certain equipment (such as a computer or a smartphone) may be required. You are responsible at your own cost and expense for all connections and/or equipment required to use the Platform.
1.5. If you require any assistance with the Platform, you may contact Mednefits at [email protected]. Mednefits makes no representation or warranty as to the level of support it will provide to you.
1.6. In these Terms,
(a) “Business Day” means any day of the week (other than a Saturday, Sunday orgazetted public holiday).
(b) “Intellectual Property Rights” means patents, trade marks, service marks, copyright, know how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
(c) “Platform” means collectively the Site and the Services.
(d) “Services” means the applicable Mednefits applications, platform, content, features, and software provided by Mednefits through or using the Site, including the Accounts but excluding all the healthcare and wellness services and facility(ies) listed thereon and/or provided, delivered, gave or administered by the service providers listed thereon to the Members.
(e) “Site” means Mednefits’ websites, online locations, mobile applications, user interfaces and application programming interface.
2. User Account.
2.1. You will be assigned an “Account” for you to access the Platform.
2.2. You represent and warrant that you will:
(a) provide true, accurate, current and complete information about yourself as may be required by Mednefits to create your Account (the “Registration Data”);
(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete;
(c) not create an Account using a false identity or information, or on behalf of someone other than yourself; and
(d) immediately notify Mednefits in writing if you suspect or become aware of any unauthorised use of your Account or any other breach of security.
2.3. You shall be solely responsible for:
(a) maintaining the strict confidentiality and security of your Account and shall not allow another person to use your Account to access the Platform.
(b)all activities on the Platform and all operations of Platform that occur under or through the use of your Account. If you are accessing or using the Platform as a member of the Customer or organisation, all such activities will be attributable to and binding on the Customer or organisation.
2.4. Mednefits shall not be liable to you for any harm or loss arising from or relating to the theft of your Account, your disclosure of your Account, or the use of your Account by another person or entity.
2.5. Mednefits reserves the right to temporarily or permanently suspend or terminate your Account or impose limits on or restrict your access to and use of the Platform with or without notice at any time for any or no reason including:
(a) if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Mednefits has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete;
(b) if Mednefits has reasonable grounds to believe you have violated, or are about to violate, these Terms, including any incorporated agreements, policies or guidelines, or any applicable laws or regulations, or that your Account may have been compromised;
(i) Mednefits is entitled to suspend the Customer’s account or terminate the Customer Agreement pursuant to the Customer Agreement;
(ii) Mednefits deems the deposit paid by the Customer for use of the Platform as insufficient and the Customer has failed to top up such amount of deposit as is required by Mednefits pursuant to the Customer Agreements;
(iii) the Customer Agreement expires; or
(iv) the Customer is in breach of or is has failed to comply with its obligations under the Customer Agreement (including payment of applicable fees);
(d) if activities occur under your Account which, in Mednefits’ sole discretion, would or might cause damage or losses to Mednefits or any users (whether yourself or other users), impair Mednefits’ ability to provide the Platform, or infringe or violate any third party rights (including Intellectual Property Rights);
(e) in response to requests by law enforcement or other government agencies; or
(f) due to unexpected technical or security issues or problems.
2.6. You agree not to create an Account or use the Platform if you have previously been banned from the Platform by Mednefits.
2.7. You hereby acknowledge and agree that any or all communications with the Platform may be monitored, captured, recorded and transmitted to the authorities as deemed necessary by Mednefits in its sole discretion and without further notice.
3. Entitlement and Mednefits Tokens.
3.1. Subject to the Customer’s compliance with the Customer Agreement and the Plan purchased by the Customer, the Customer may allocate credits (“Entitlement”) or tokens (“Mednefits Tokens”) to your Account. You may use the Entitlement or Mednefits Tokens allocated to your Account (as the case may be) to pay for goods and services from third service providers through the Platform. Mednefits reserves the right in its sole discretion to at any time change the allocation of Entitlement or Mednefits Tokens for any reason.
3.2. You acknowledge and agree that your Account and the Entitlement or Mednefits Tokens (as the case may be) are meant solely for you to obtain goods and the third party service providers made available through the Platform, and are not intended as stored value facilities, e-money, prepaid or prefunded facilities. Accordingly, Entitlement or Mednefits Tokens (as the case) does not represent any claim against Mednefits. You shall have no claim whatsoever against Mednefits for the Entitlement or Mednefits Tokens (as the case may be).
3.3. Entitlement or Mednefits Tokens (as the case may be) allocated are not redeemable for cash under any circumstances. Entitlement or Mednefits Tokens (as the case may be) shall not be transferred, resold, encumbered or exchanged for value under any circumstances, and shall not be regarded, construed or used as valuable or exchangeable instruments under any circumstances.
3.4. Mednefits reserves the right in its sole discretion to at any time reverse, refuse or reject any allocation of Entitlement or Mednefits Tokens (as the case may be) by the Customer to you.
3.5. You may utilise the Entitlement or Mednefits Tokens in your Account to pay for the goods and services made available for utilisation through the Platform. In the event there are insufficient Entitlement in your Account, or where your Mednefits Tokens are subject to a coverage limit and hence are unable to cover the full cost for the utilisation of any particular goods and services, you may be required to pay for the deficiency using cash, debit or credit card directly to the third party service providers.
3.6. For the avoidance of doubt, acceptance of the utilisation of the Entitlement or Mednefits Tokens (as the case may be) is at the discretion of the applicable service providers and Mednefits does not represent, warrant, undertake or guarantee that the Entitlement or Mednefits Tokens (as the case may be) will be accepted by any of them.
3.7. You may from time to time check the balance and utilisation of the Entitlement or Mednefits Tokens (as the case maybe) through the Platform.
4. User Restrictions.
4.1. You shall:
(a) access and use the Platform in compliance with these Terms, Mednefits Policies and all applicable laws;
(b) obtain all consents, permissions, and authorisation required under applicable law from the relevant persons as may be necessary to input, provide, transfer, and make available data (including Personal Data) to Mednefits for the purposes of using the Platform;
(c) use commercially reasonable efforts to prevent unauthorised access to or use of the Platform under your account, and notify Mednefits promptly of any such unauthorised access or use.
4.2. You shall not:
(a) license, sublicense, sell, resell, transfer, assign, or distribute the Platform, or otherwise commercially exploit or make available to any third party the Platform in any way;
(b) create “links” to the Platform or “frame” or “mirror” any Platform on any other server or wireless or internet-based device and not to modify or make derivative works based on the Platform;
(c) reverse engineer, disassemble or otherwise attempt to derive or gain access to the source code or infrastructure of the Platform, or access the Platform in order to build a competitive product or service or build a product using similar ideas, features, functions or graphics of the Platform or copy any ideas, features, functions or graphics of the Platform;
(d) use any manual or automated program, script, including but not limited to web scrapers, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms or any similar program to scrape or download any information from the Platform or which may make multiple server requests per second or unduly burdens or hinders the operation and/or performance of the Platform;
(e) use the Platform to send spam or otherwise duplicative or unsolicited messages or send or store infringing, obscene, threatening, libellous or otherwise unlawful or tortious materials; or to send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; or to interfere with or disrupt the integrity or performance of the Platform or the data contained therein; or to attempt to gain unauthorized access to the Platform or its related systems or networks; or to impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity; and
(f) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
4.3. You acknowledge and agree that:
(a) Mednefits has no obligation to monitor your access to or use of the Platform but has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms or to comply with applicable laws or the order or requirement of a court, administrative agency or other governmental body;
(b) Mednefits reserves the right, at any time and without prior notice, to terminate the license granted to you under these Terms and remove or disable your access to and use of the Platform (or any part thereof) should Mednefits, at its sole discretion, consider any of your actions or operations to be in violation of these Terms or is otherwise harmful to the Platform or any users of the Platform; and
(c) Mednefits may investigate and prosecute violations of these Terms to the fullest extent of the law and involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
5. Third Party Materials.
5.1. Mednefits may display, include or make available third-party content or provide links to third-party websites or services on the Platform. During the use of the Platform, you may enter into correspondence with or purchase goods and/or services from third party service providers which are marketing or making information available about their goods and/or services through the Platform (such third party content, websites, services and information from third parties shall collectively be referred to as “Third Party Materials”). You acknowledge and agree that:
(a) Any such agreements and arrangements (including without limitation to any correspondence, purchase, transaction or promotion, and any terms, conditions, representations or warranties associated with such agreements and arrangements) are solely between you and the applicable third party service providers. Mednefits (together with its licensors) shall not be a party to such agreements and arrangements and shall have no liability, obligation or responsibility for any such agreements and arrangements between you and any such third party.
(b) Mednefits does not monitor and review Third Party Materials and does not endorse any Third Party Materials that are linked, made available or marketed through the Platform and in no event shall Mednefits be responsible for any Third Party Materials, including without limitation to their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. All goods and services which you obtain from any third parties (whether linked to, marketed on or made available through the Platform or otherwise) are entirely at your own risk.
6. Intellectual Property.
6.1. You acknowledge and agree that Mednefits and its third-party licensors own all rights, title and interests(including without limitation to Intellectual Property Rights) in and to:
(a) the Platform;
(b) any trade marks, service marks, trade names, domain names, website name, other significant brand features or specific descriptions which will allow a third party to identify Mednefits and/or its affiliates (collectively, “Mednefits Proprietary Markings”);
(c) all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models (whether or not any of the foregoing have been developed using your data), technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Platform;
(d) any reports or data generated by Mednefits in the course of providing the Platform to you;
(e) any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from Mednefits’ provision of the Platform, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Platform, whether or not created for you; and
(f) any operation and technical data relating to the Platform (including without limitation to user Account information, Registration Data, operation records, and service orders).
(collectively, the “Mednefits Intellectual Property”).
6.2. Other than the limited license and use rights expressly set forth in these Terms to Mednefits Intellectual Property, Mednefits does not grant you any rights to Mednefits Intellectual Property and reserves all rights therein.
6.3. You shall not, and shall not permit any other person to:
(a) access or use Mednefits Intellectual Property except in accordance with the terms of and otherwise permitted under these Terms;
(b) display, use, apply for registration any Mednefits Proprietary Markings;
(c) represent to any other persons, that you have the right to display, use or to otherwise dispose of Mednefits Proprietary Markings;
(d) modify, alter, remove, delete or destroy any Mednefits Proprietary Markings placed upon or contained within the Platform; or
(e) take any action which would cause the Platform or any part thereof to be placed in the public domain or to become open source software.
6.4. If you propose or provide any ideas, suggestions, recommendations, enhancements, improvements, or other feedback (collectively “Feedback”) to Mednefits, then you hereby assign all rights, title, and interests, including all copyright, patent, trade dress rights and other Intellectual Property Rights, in and to such Feedback to Mednefits. Mednefits shall have the right to use and disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose in Mednefits’ discretion without remuneration, compensation or attribution to you, provided that the foregoing shall not create or imply any obligation on the part of Mednefits to use such Feedback.
7. Personal Data.
7.2. Prior to disclosing any information (including Personal Data) of any person other than yourself to Mednefits (whether directly or indirectly through other parties), you represent and warrant that:
(a) you have the authority to provide such Personal Data to Mednefits;
(b) the Personal Data provided is accurate and true;
(d) the individual has consented to the collection, use and disclosure of his/her Personal Data for such purposes.
7.3. It may be necessary for Mednefits or its affiliates to obtain, receive, or collect Technical Data from you to provide you access to and use of the Platform. You hereby grant to Mednefits and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to:
(a) compile, use, distribute, display, store, process, reproduce, or create derivative works of the Technical Data;
(b) aggregate the Technical Data with other data for use in an anonymous manner for Mednefits’ marketing and sales activities; and
(c) exploit aggregated Technical Data and/or provide aggregated Technical Data to third parties, so long as such data is presented in the aggregated format and does not identify you.
7.4. In these Terms, “Technical Data” means system-specific data or information and other technical data relating to the Platform.
8.1. The Platform is provided on an “as is”, “where-is” and “as available” basis with all faults and without representations or warranties of any kind. Mednefits expressly disclaims any and all representations and warranties (whether express or implied) including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, conformance with description, title, freedom from malicious code and non-infringement.
8.2. To the fullest extent permissible under applicable laws, Mednefits expressly disclaims all liability to you for:
(a) the truth, accuracy, adequacy, completeness, currency, or reasonableness of the content contained in or accessed through the Platform;
(b) the goods and services offered, supplied or performed by any third party provider (whether linked to, marketed on or made available through the Platform or otherwise);
(c) the quality or suitability of any third party provider (whether linked to, marketed on or made available through the Platform or otherwise);
(d) the Platform being uninterrupted or free from errors, loss, corruption, attack, malicious code, viruses, interference, hacking or other security intrusions;
(e) losses arising from your failure to fulfil its obligations under these Terms;
(f) loss of profits, loss of anticipated savings, loss of business, loss of opportunity, loss of revenue, loss of time, loss of goodwill or injury to reputation, and loss or corruption of data, whether direct or indirect, nor for any punitive, indirect, consequential, economic or special losses, howsoever caused and whether foreseeable or not;
(g) losses caused by or in connection with death or personal injury due to your negligence, fraud or wilful misconduct;
(h) losses arising from any breach of applicable data protection laws due to your failure to obtain and maintain the relevant consents from the relevant persons;
(i) loss of data, information and records (howsoever caused) and computer malfunction; and
(j) loss arising from any cause whatsoever through no fault of Mednefits (including, but not limited to, any computer or system virus interference, sabotage or any other causes whatsoever which may interfere with your computer systems; and any loss of, destruction to or error in your data, information and records, howsoever caused).
8.3. Mednefits is not licenced to, and does not, provide medical, insurance intermediary or brokerage services.
8.4. Mednefits does not assume any advisory, fiduciary or other similar duties to you. All information made available on the Platform is purely for informational purposes only. Nothing on the Platform shall be construed as professional advice. You must always seek independent professional advice from a person licenced and qualified to advise in the relevant subject matter.
9. Limitation of Liability.
9.1. Notwithstanding any provision to the contrary, to the fullest extent permissible under applicable laws, the maximum aggregate liability of Mednefits arising out of or in connection with these Terms or your use of the Platform shall be limited to S$500.00.
9.2. Notwithstanding any provision to the contrary, no action, suit or proceeding regardless of form arising out of or in connection with these Terms or your use of the Platform may be brought by you against Mednefits unless:
(a) notice of the claim is received in writing by Mednefits:
(i) within two (2) weeks from the date the cause of action first arose; or
(ii) you can prove to Mednefits’ reasonable satisfaction that it was impossible to comply with this time limit, as soon as reasonably practicable;
(b) Mednefits is given at least one (1) month from its receipt of the aforementioned notice to remedy the claim set out in such notice; and
(c) if such claim is not remedied to your reasonable satisfaction within the one (1) month period as aforesaid or in any event otherwise, such action is brought within one (1) year from the date the cause of action first arose.
9.3. For the avoidance of doubt, you agree that all action against Mednefits must be brought within one (1) year from the date the cause of action first arose. If no action is brought within one (1) year from the date the cause of action first arose, you agree to and shall be deemed to have irrevocably waived and released Mednefits from any claim or liability relating thereto.
9.4. Each qualification and limitation in this Clause 8 shall be construed independently of the others and shall not be limited by any other qualification or limitation.
10.1. You hereby acknowledge and agree you shall indemnify (i) Mednefits; (ii) Mednefits’ related corporations; and (iii) Mednefits’ (and Mednefits’ related corporations’) officers, directors, agents, partners and employees (together, the “Indemnified Parties”) against all claims, damages, losses, obligations, deficiencies, judgments, awards, demands, penalties, taxes, expenses, disbursements, costs, fines and other liabilities (including, but not limited to, any expenses of investigation and legal fees and expenses in connection with any action, suit or proceeding) suffered or incurred by the Indemnified Parties arising out of or in connection with:
(a) any misrepresentation or breach of any representation, warranty, covenant or agreement made by you under these Terms;
(b) any infringement of any Intellectual Property Rights as a result of any acts or omissions by you;
(c) any violation of any third party rights by you;
(d) your breach of any provision of these Terms;
(e) any other person’s breach of any provision of these Terms, where such person was able to access and use the Platform using your Account; and
(f) any breach of applicable laws (including without limitation to data protection laws) by you.
11.1. These Terms shall commence on the earlier of the date when you (a) accepted these Terms (as described in the preamble above), or (b) first accessed the Platform, and shall remain in full force and effect while you access or use the Platform, unless terminated earlier in accordance with these Terms (the “Term”).
11.2. Mednefits may terminate these Terms at any time:
(a) by giving you at least seven (7) Business Days’ written notice without assigning any reason thereto and without any liability whatsoever;
(b) if you are in material breach of these Terms and (i) such breach is not capable of being remedied; or (ii) such breach is capable of being remedied but is not remedied within ten (10) Business Days of a notice requiring you to rectify such breach;
(c) if the Customer Agreement has expired or is terminated; or
(d) if directed by any regulatory authorities and/or pursuant to any law or directives.
11.3. Upon any termination of these Terms:
(a) all rights and licenses granted to you by Mednefits shall immediately terminate;
(b) you shall immediately cease all access and use of the Platform;
(c) your access to the Platform may be barred;
(d) your Account and related information, files and content associated with or inside your Account (or any part thereof), may be deleted from Mednefits’ database at Mednefits’ discretion. You acknowledge and agree that Mednefits will not have any liability whatsoever to you for deletion of your Account; and
(e) where applicable, you shall promptly pay all amounts due to Mednefits as of the effective date of termination.
11.4. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after the termination of these Terms shall remain in full force and effect, including without limitation to Clause 4 (Use Restrictions), 5 (Third Party Materials), 6 (Intellectual Property), 7 (Personal Data), 8 (Disclaimer), 10 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnity), 11 (Termination), 12 (General Provisions).
11.5. Termination of these Terms for any reason shall not affect any rights and remedies a Party may have accrued under these Terms.
12. General Provisions.
12.1. All notices and other communications given by Mednefits under these Terms (including any changes to these Terms) may be given by email, regular mail, SMS, through the Platform or such other means as Mednefits deem necessary. Such notices and communications shall be deemed received when sent by Mednefits.
12.2. All notices and other communications given by you under these Terms must be given to Mednefits by email (which shall be deemed received at the time it was sent if sent during Mednefits’ normal business hours, and on the next Business Day, if sent after Mednefits normal business hours, unless the sender receives an automated response indicating that the recipient was unavailable) or by prepaid post to Mednefits’ registered office address (which shall be deemed received on the third (3rd) Business Day following the day it was posted).
12.3. Mednefits shall not be liable for any delay or failure to perform under these Terms to the extent caused by a “Force Majeure Event” (including without limitation to natural disaster, act of war or terrorism, riot, labour condition, governmental action, and disruption or disturbance of the Internet or energy sources) that was beyond the reasonable control of Mednefits. If a Force Majeure Event occurs that affects Mednefits’ performance of its obligations under these Terms, Mednefits’ obligations under these Terms will be suspended and the time for Mednefits’ performance of its obligations will be extended for the duration of the Force Majeure Event.
12.4. Mednefits shall be entitled to, at any time without notice to you and from time to time without prejudice to any other remedies available to Mednefits, set off any amounts due to you against any obligation owed by Mednefits to you, whether present or future, actual or contingent, liquidated or unliquidated, primary or collateral, several or joint.
12.5. Mednefits is an independent contractor nothing herein these Terms shall be construed as creating the relationship of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship between you and Mednefits.
12.6. There are no third party beneficiaries to these Terms. Except for the related corporations of Mednefits and the Indemnified Parties, a person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in these Terms) shall have no right to enforce or rely upon any provisions of these Terms.
12.7. If any provision of these Terms is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, then such provision shall be severed from these Terms and these Terms shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall not be affected.
12.8. No delay or failure by Mednefits to exercise or enforce any right, power or remedy under these Terms shall constitute or operate as a waiver of that right, power or remedy or any other right, power or remedy under these Terms or operate so as to prevent the subsequent exercise or enforcement of any such right, power or remedy. Any waiver by Mednefits must be expressly made in writing and signed to be effective.
12.9. You may not transfer or assign any rights or obligations which you have under these Terms without the prior written consent of Mednefits. Mednefits reserves the right at any time to transfer or assign these Terms or any right or obligation under these Terms to any third party.
12.10. The Terms shall be governed by the laws of Singapore and the Parties hereto agree to submit to the exclusive jurisdiction of the courts of Singapore all disputes arising out of or in connection with these Terms, including any question relating to its existence, validity or termination.