Last Updated: March 30,2022
This End User License Agreement (“EULA” or “Agreement”) is a legally
binding agreement between:
First Party: Envision Homeopathy Software LLP (“Service Provider” or “Licensor” which expression
shall unless it be repugnant or contrary to the context thereof, mean and include its heirs, legal
representatives, successors and permitted assigns), and
Second Party: You, the End User (“you” or “End User”)
The First and Second Party will be known collectively as “Parties”, and individually as “Party”.
By registering for, using, uploading to and/or downloading data and information from the platform and your subsequent continued use of the Platform and the Software, you consent to be bound by this licence from the date of such registration, uploading, downloading, or use (as applicable).
By registering on the Platform and/or Software, and at any other time on logging in to the website, the web application and/or the application and through your continued use of the Software and the Platform, you confirm that you have read, accept and understood the terms of this EULA, and that you also consent to use electronic signatures and acknowledge your ticking of relevant box to be an electronic signature sufficient to bind you to the terms of this EULA.
If you do not agree to any or all of the terms of this Agreement, then do not register for the Platform, and/or use the Software.
This EULA governs your licensed use of and access to the Licensor’s www.erepertory.com (“the Website”), the internet-based user interface (“the Web Application”), and the multi-platform smartphone and tablet software application (“the Mobile Application”) (together, the Website, the Web Application, and the Mobile Application are hereinafter described collectively as “the Platform”), and your access to the homeopathic medical practice management solution bearing the name “(ECMS- Envision Clinic Management System)” (“the Software”) provided by the Service Provider as described on the Website from time to time.
This EULA also applies to any of the following relating to the Software or the Platform:
Any media on which the Software or the Platform, as a whole or any parts thereof,
Updates,
Supplements, including any instructions and/or guides,
Internet-based services,
Support services.
You may install and use only one copy of the Software on each device licensed for use of the Software. You may make one backup copy of the Software. You may use it only to reinstall the Software.
The Platform and/or Software are licensed, not sold, to you for use only under the terms of this EULA and in connection with your subscription(s) with the Licensor for their use.
TThe Licensor hereby grants you a limited, personal, commercial, non- exclusive, non-transferable, temporary, revocable, non-assignable, non-sub-licensable licence (“License”) and right to access the Platform and the Software. You may use the Platform and/or Software solely for internal business purposes of your organization as contemplated by your subscriptions(s) with the Licensor and this EULA.
No Title in or to the Platform or Software are granted to you. Your use of the Platform and the Software gives you no rights to the Platform and the Software not expressly granted to you under your subscription(s) with the Service Provider.
You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Platform and/or Software available to any third party other than as explicitly permitted under the License; (ii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform and/or Software; (iii) use the Platform and/or Software in a manner that does not comply with all applicable laws in the jurisdiction in which you use the Platform and/or Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights; or (iv) use or otherwise export or re-export the Platform and/or Software.
The License is conditional upon your strict and continued compliance with the following conditions:
This Agreement, as evidenced by your acceptance of this EULA and your continued use of the Platform and the Software, to abide by the terms of this EULA;
Your continuing compliance with the terms of this EULA and the Privacy Policy posted on the Website (which is hereby incorporated by this reference); and
Your extant and valid Subscription(s) with the Service Provider; and
Not to use scraping, spidering, crawling or other technology or software of a malicious nature to access or make available to third parties information or data secured by the Platform or Software, whether such data or information relates to the Service Provider, the Platform, the Software or Content (the Platform and the Software provides information, calculations, algorithms and tools, designed to assist and inform the decisions of clinicians in the treatment of patients, i.e. “Content”) without the express written consent of the Service Provider.
Any use of the Software and/or Platform or any part thereof in a manner contrary to the scope and purpose of this Licence is strictly prohibited and a violation of this Agreement, terminable in accordance with Section 13 (Termination).
Your Account: The Service Provider is offering access to and use of the Platform and the Software solely for use by the person or entity in whose name an account is registered, inclusive of the person’s or entity’s authorised staff, and not for the use or benefit of any third party. In particular, no use of the Platform and Software may be made by an individual other than you and your authorised staff, for which you take full responsibility and indemnify, defend, and hold good the Service Provider. You will access the Platform and the Software via access controls and/or login controls on the Platform and/or the Software. The Service Provider may change, suspend or discontinue any part of the Platform, the Content and/or the Software at any time, including the availability of any feature, database, or content.
Account Limitation: The Service Provider may also impose limits on certain features of the Platform and the Software or restrict your access to parts or all of the Platform and/or Software without notice or liability. The Service Provider reserves the right, at its discretion, to modify this EULA at any time by posting a notice on the Web Application or the Mobile Application, or by sending you a notice via e-mail, and you consent to the receipt of such notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Platform and the Software following such notification constitutes your acceptance of the terms and conditions of this EULA as modified. Any new features that materially augment or enhance the Platform and/or the Software currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the EULA at any time at Privacy Policy.
Account Availability: The Service Provider will use reasonable efforts to attempt that the Platform and the Software are available twenty-four hours a day, seven days a week. However, access to the Platform and Software shall be as they may exist and be available on any given day and the Service Provider has no other obligation, except as expressly stated in this EULA. There will be occasions when the Platform and/or the Software will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by the Service Provider to minimize such disruption where it is within the Service Provider’s reasonable control. You agree that the Service Provider will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Platform, Software or other content. The Service Provider retains the right to create limits on use and storage with respect to the Platform and the Software determined at its sole discretion at any time with or without notice.
Eligibility: To be eligible to use the Platform and the Software, you must meet the following criteria and represent and warrant that you:
Are not currently restricted from use of Platform and the Software, or not otherwise prohibited from having an Account on the Platform and/or the Software;
Will only maintain one End User Account at any given time (unless explicitly consented to by the Service Provider); ,
Will not violate any rights of the Service Provider, including Intellectual Property Rights such as copyright, patent, design or trademark rights;
Agree to provide at your cost all equipment, software, and internet access necessary to use the Platform and the Software;
Understand and agree that use of the Platform and the Software may entail the applicability of certain incidental usage charges (“Incidental Charges”) during the installation and use of the Platform and the Software. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of these Platform and the Software; and
Privacy: Please note that privacy is very important to the Service Provider. You should not enter and should also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature, by avoiding inputting them, unless explicitly asked for. Please see our Privacy Policy Privacy Policy. which governs the manner in which your personal information is used and displayed by Service Provider.
Information: If you choose to create an End-User Account, you agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes. The Service Provider will retain this information in accordance with the terms of our Privacy Policy.
Registering: When you register, you will be required to generate a unique log-in credential (a password) which relates to your own personal email address.
Your password will be subject to certain limitations as regards availability, at the sole discretion of the Service Provider.
The Service Provider reserves the right to forfeiture of your password at any time. The combination of your email address and password permits the Service Provider to verify you as the permitted and authorised user of the particular End-User Account, as well as providing access to the secure parts of the Platform and the Software.
Access to the secure aspects of the Platform and the Software is not permitted for any other person or entity using your email and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded access to your End-User Account. You will be required to validate your End User Account through a validation process by email.
Access Denial: Individuals whose access to the Platform and Software has previously been terminated by the Service Provider may not register for another account, nor may you designate another individual to use your account on your behalf. The Service Provider expressly reserves the right not to grant access to anyone they may choose, to the Software and/or Platform or to create an End-User Account for any reason.
Authentication: The Platform and Software rely on email addresses and passwords to know whether the person accessing the Platform and/or Software are authorized to do so. If someone accesses the Platform and/or Software using an email address and/or password that you have provided the Service Provider with, the Service Provider will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Platform, your End-User Account and/or use of the Software by persons using your email address and password. Please notify the Service Provider immediately if you believe or become aware that your End-User Account is being used without your authorization.
Access Indemnity: You indemnify and hold harmless the Service Provider for all damages and losses related to your failure to comply with the provisions of this EULA, including, without limitation, your failure to secure your End-User Account from third party access.
Age: Any individual making use of the Platform or the Software must be over 18 years of age to register or utilise them.
Responsibility:
By using and registering for the Platform and/or Software, you understand that you are financially responsible for the applicable costs (if any) of using the Platform and/or Software as detailed in this Agreement.
You agree to notify the Service Provider immediately of any unauthorised use of your log-on information or any other breach of security.
This Platform and/or Software is not intended to override the professional judgment of a healthcare professional or healthcare provider in diagnosis, treatment, or any other health related service. Any and all content relating to healthcare is provided by a particular healthcare provider and expressly not by the Service Provider. As the Service Provider cannot control the information provided by the healthcare providers or the service, the Service Provider does not guarantee or endorse the authenticity, quality, safety or legality of any healthcare providers or the services provided or purported to be provided by the healthcare providers.
The Website may include information and materials uploaded by other users of the Website. This information and these materials have not been verified or approved by the Service Provider. The views expressed by other users on our site do not represent the Service Provider’s views or values. This Platform and/or Software must not be considered complete or comprehensive due to possible errors in their database and the Content. Use of the Platform and/or Software is solely at the End User’s risk.
Each Party represents and warrants to the other that:
Competent to Contract: Each Party and its respective representative signing on such Party’s behalf has the full right, power and authority to enter into this Agreement and fully perform its obligations hereunder;
No Conflict: The making of this Agreement and such Party’s performance of all its obligations hereunder is not prohibited by or in conflict with any agreement between such Party and any third party;
Due Capability: They are duly able to carry out the terms of this Agreement in accordance with the Laws of Republic Of India, and possess all necessary licences and/or registrations necessary;
Binding: The provisions of this Agreement and all related documentation to implement the provisions of this Agreement constitute legal, valid and binding obligations and are enforceable against themselves in accordance with the terms of this Agreement, subject to Applicable Law;
Entire Agreement: This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understanding of the Parties, oral and written, with respect to such subject matter.
End User Warranties: You (inclusive of your authorised staff and representatives) represent and warrant to not do the following:
Use the Software and/or Platform for any unlawful or illegal purpose;
Act dishonestly or fraudulently by engaging in objectionable conduct, or by posting inappropriate, inaccurate, or objectionable content to or through the Platform and/or Software;
Publish inaccurate information in the designated fields on registration for the Software and/or Platform (e.g. do not include a link or an email address in your name field);
Publish any Personal Data or Health Data which may contain Personally Identifiable Information on the Platform;
Make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform, the Software and or content contained in either or both;
Make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Platform or any of the Software contained in either or both;
Make any form of distribution to the public of the content of the Platform, the Software, in whole or in part, or of copies thereof;
Make any form of distribution to the public of the Content or any other content on the Platform and/or Software save as in accordance with the terms of this EULA;
Remove or alter any copyright, meta-tags or other proprietary notice from the Platform, the Software and/or the Content;
Disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Platform, the Software, the Content or another associated data, information, product or content wholly or partially derived from any of the foregoing;
Create an End-User Account for anyone other than a natural person;
Harass, abuse or harm another person, including sending unwelcomed communications to others using the Platform and/or Software;
Use or attempt to use another End User’s account without authorization from the Service Provider or that End User or create a false identity on the Platform and/or the Software;
Not upload, post, email, transmit or otherwise make available or initiate any content that:
falsely states, impersonates or otherwise misrepresents your identity to the Service Provider, including but not limited to the use of a pseudonym;
Is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
Adds to a content field such content that is not intended for such field (i.e. submitting a telephone number in the “Name” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by the Service Provider);
Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships;
infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; and/or;
includes any unsolicited or unauthorised communication, advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (i) using the Service Provider’s assets and/or devices and/or services to send messages to people who have not expressly consented to the receipt of such contact through the privacy controls on the system; (ii) sending messages to distribution lists, newsgroup aliases, or group aliases.
Imply or state, directly or indirectly, that you are affiliated with or endorsed by the Service Provider unless you have entered into a written agreement with Service Provider;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in the Platform and/or Software, or any part thereof;
Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platform and/or Software;
Infringe or use the Service Provider’s brand, logos and/or trademarks, including, without limitation, the Service Provider’s trademarks and logos except as expressly permitted by the Service Provider;
Use bots or other automated methods to access the Platform, add or download contacts, send or redirect messages, or perform other activities through the Platform and/or Software, unless explicitly permitted by the Service Provider;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform and/or Software;
Attempt to or actually access the Platform and/or Software by any means other than through the interfaces provided by the Service Provider. This prohibition includes accessing or attempting to access the Platform and/or Software using any third-party service, including software-as- a-service platforms that aggregate access to multiple services, including the Service Provider’s and proxy services;
Deep-link to the Platform and/or Software for any purpose, (i.e. including a link to the Website other than the home page) unless expressly authorized in writing by the Service Provider or for the purpose of authorised promotion;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Service Provider’s infrastructure, including, but not limited to, sending unsolicited communications to other users or the Service Provider’s personnel, attempting to gain unauthorised access to the Service Provider’s assets, or transmitting or activating computer viruses through or on the Platform or Software.
Disclosure of End User Information: You (inclusive of your authorised staff and representatives) acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:
Comply with legal process, including, but not limited to, civil and criminal court orders or other compulsory disclosures;
Enforce this Agreement;
Respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency;
Respond to customer service inquiries; or
Protect the rights, property, or personal safety of the Service Provider employees, our users or the public.
Disclosures of user information to third parties other than those required to provide customer support, to administer this EULA, or to comply with legal requirements are addressed in the Privacy Policy.
Third Party Sites: The Service Provider, if it includes links to third party web sites in its Content (“Third Party Site(s)”), is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. If you (inclusive of your authorised staff and representatives) decide to access Third Party Sites, you do so at your own risk and agree that your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein.
“Intellectual Property Right(s)” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered, or unregisterable, and any licence or right of user of any of the foregoing, and the full right to all legal protection relating to the same;
The Software and/or Platform reserves all Intellectual Property Rights in and to the Software and/or Platform and any such Intellectual Property Right shall at all times be and for all purposes remain vested in Software and/or Platform and/or its licensors, including all copies thereof.
You acknowledge that all Intellectual Property Rights, title and interest in the Platform and the Software contained therein, throughout the world belong to the Service Provider, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Platform and the Software other than the right to use them in accordance with the terms of this EULA.
The Service Provider provides a feedback facility and engages in surveys from time to time. Please note that the Service Provider develops or is developing similar ideas independently of any content, information, ideas, suggestions or other materials which you may supply. Any ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Software and/or Platform (“Feedback”) in whatever manner or form facilitated by the Software and/or Platform; any such communication with the Service Provider whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”):
Do not contain confidential or proprietary information;
Do not create any express or implied obligation of confidentiality in respect of the Service Provider;
Service Provider is free to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide;
Does not preclude the Service Provider from having something similar to the Contributions already under consideration or in development;
That you irrevocably waive and assign all right, title and interest in and to the Contributions to the Service Provider;
Does not entitle you to any compensation, royalty or reimbursement of any kind from the Service Provider under any circumstances; and
You further agree to provide the Service Provider with such assistance as may be required in documenting, perfecting and maintaining the Service Provider’s rights in and to any such Contributions.
Reciprocal License: End Users grant to the Service Provider and its licensors an irrevocable, royalty free and non-exclusive licence to use, copy, modify, adapt, translate and distribute anonymised statistical or operational information relating to the uses made of the Software and/or Platform by End Users, or about the device(s) and related software, hardware and peripherals, information relating to the device(s) and the Platform and/or Software and content on the device(s) (“Metadata”) to provide services and to develop and improve the Platform and/or Software. Metadata expressly does not include personal data the use, control and processing of which is governed by our Privacy Policy.
Not Bespoke: You acknowledge that the Platform and the Software have not been developed to meet your individual requirements and that it is your responsibility to ensure that the facilities and functions of the Platform and the Software as described on the Website, meet your requirements. You certify to the Service Provider that you are legally permitted to use the Platform and the Software, and take full responsibility for the selection and use of the Platform and the Software.
Minor Errors: You acknowledge that the Platform and the Software may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
Insurance: You agree that you are the best judge of the value and importance of the data held on your End-User account(s) and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
Individual Liability: Neither party is assuming any liability for the actions or omissions of the other party except as stated in this Agreement. You shall indemnify the Service Provider for claims arising out of Service Provider’s performance of the services included within the Platform and Software, unless such claims arise from the Service Provider’s gross negligence, malice, or wilful misconduct in connection with the performance of its work hereunder.
Reasonable Non-Exclusion: Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability to the extent it relates to: death or personal injury caused by its negligence; fraud; fraudulent misrepresentation; or any other liability which may not be lawfully limited or excluded.
Mitigation: Each party agrees to use all reasonable endeavours to mitigate any losses in good faith which it may suffer under or in connection with this Agreement (including in relation to any losses covered by an indemnity) and any amounts it seeks from the other party in respect of any such liability.
Compliance Indemnity: You hereby agree to indemnify the Service Provider and its licensors harmless from and against any liabilities, damages, judgments, costs and expenses (including reasonable legal fees and indirect and consequential loss) (“Losses”) arising out of your registration or use for the Platform and/or Software in a manner inconsistent with this EULA. This tool should only be used as per instructions provided on the Website or otherwise supplied by the Service Provider.
Breach of Warranties: For the avoidance of doubt, the Service Provider shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
Any use of the Software and/or Platform by you other than in accordance with the terms of this Agreement or use of the Software and/or Platform for a purpose for which they were not designed;
Any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Software and/or Platform;
Any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Software and/or Platform;
Any alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Software and/or Platform or any combination, connection, operation or use of the Software and/or Platform with any other equipment, software or documentation;
Any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Software and/or Platform;
Any item of third-party hardware or software, even if forming part of the Software or if the Licensor has recommended such third-party hardware or software;
Any breach by you of your obligations under this Agreement or of the Licensor’s Intellectual Property Rights; or
Any act, omission, negligence, fraud or default of or by you.
Not Employee: The Service Provider’s personnel (inclusive of any hired independent contractors, employees, consultants, advisors, and/or associates) will perform their duties as the personnel of an independent contractor and not as employees of the End User. Accordingly, Parties each acknowledge and agree that the Service Provider’s personnel will not be treated as employees of the End User for purposes of any applicable law covering an employer-employee relationship.
No Partnership: Nothing in this Agreement will be construed so as to imply that a Partnership under the Indian Partnership Act, 1932, exists between the Parties
Mitigation: Each party agrees to use all reasonable endeavours to mitigate any losses in good faith which it may suffer under or in connection with this Agreement (including in relation to any losses covered by an indemnity) and any amounts it seeks from the other party in respect of any such liability. Independent Contractor: The Service Provider is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Parties. The Service Provider will not act as an agent for, or on behalf of, the End User, or to represent the End User, or bind the End user in any manner, unless under express and written agreement with the Service Provider.
Non-Confidential Relationship: You acknowledge and agree that your relationship with the Service Provider is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Generated Content does not place the Service Provider in a position that is any different from the position held by members of the general public, including with regard to your User Generated Content. None of your User Generated Content will be subject to any obligation of confidence on the part of the Service Provider, and the Service Provider will not be liable for any use or disclosure of any Content you provide, subject at all times to the terms of the Privacy Policy.
Duration: The EULA for the Platform and/or Software will subsist until the earlier of:
Deactivation upon your request: you may cancel your subscription by writing to the Service Provider at [email protected].
The expiration of your subscription(s) with the Service Provider for the Platform and/or Software.
The termination of this EULA.
Immediate Termination: The Service Provider may terminate the EULA for the Platform and/or Software with immediate effect if:
You commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within a cure period of 7 (seven) days after a notice of such breach is sent to you;
If the Service Provider believes, at its sole discretion, that you are not adhering to the terms and conditions of this EULA or the Privacy Policy; or
If you claim, assert, or imply that you have any right or title in the Intellectual Property Rights beyond those granted to you under this EULA, or you attempt to use or use the Platform and/or Software beyond the fair use granted to you under this EULA in conjunction with your extant subscription(s).
Consequences of Termination: Upon termination of this EULA for any reason-
If you claim, assert, or imply that you have any right or title in the Intellectual Property Rights beyond those granted to you under this EULA, or you attempt to use or use the Platform and/or Software beyond the fair use granted to you under this EULA in conjunction with your extant subscription(sAll rights granted under this EULA will cease from the date of termination;
You must cease all activities authorised by this EULA;
You must immediately pay to the Licensor any sums due to the Licensor under this EULA if applicable; and
Personal Data stored and retained in the Service Provider’s systems will be deleted within a reasonable period of time, as detailed in this Privacy Policy.
Any extant Subscription(s) will be forfeited immediately from the date of termination.
The Service Provider shall comply with the Data Protection requirements set out in the Privacy Policy.
Data Collection: You will be classified as a Data Fiduciary, and the Service Provider is not a Data Processor but only a service provider. The Service Provider will not be processing any Health Data and any other Personal Data, and will maintain strict confidentiality, access limitation, security precautions, collection limitation, and purpose limitation as detailed in the Website and Privacy Policy.
The Service Provider warrants the following:
The Service Provider will not process any Personal Data or Health Data in strict accordance with the Privacy Policy and other details as present on the Website, which constitute written instructions.
The Service Provider will not have any access to the Personal Data or Health Data present, stored, or being processed by the Software or Platform. The Service Provider therefore disclaims all liability arising from such Personal Data or Health Data present, stored, or being processed by the Software or Platform.
The Service Provider will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
The Service Provider will ensure that strict confidentiality is maintained in all dealings between itself and you.
The Service Provider shall comply with the Data Protection requirements set out in the Privacy Policy.To the fullest extent under applicable law, the Platform and/or Software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall the Service Provider be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Software or the use or other dealings in the Software.
Any information or content contained in the Platform and/or Software is provided “as is” or “as available”. While the Service Provider strives to provide you with useful and accurate evidence based information, the Service Provider does not warrant, and expressly disclaims, that the information contained in content provided by this platform is up-to-date and complete.
You understand and agree that the authors are under no obligation to provide either maintenance services, update services, notices of latent defects, or corrections of defects with regard to the Software and/or Platform. The authors nevertheless reserve the right to update, modify, or discontinue the Software and/or Platform at any time.
This Platform and/or the Software is only available via approved channels. Sourcing this Platform and/or the Software from another source without the consent of the Service Provider is not permitted and a direct breach of the terms of this Agreement, from which the Service Provider disclaims all liability.
The Service Provider will not bear any liability arising from distribution and/or use from outside of the Republic of India. If you use the Software or the Platform from outside India, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide the Service Provider with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow the Service Provider to assess whether the Service Provider may, at our sole discretion, provide an alternative remedy for the situation, though the Service Provider is under no obligation to do so.
The ‘End User’ includes, unless repugnant to the context, all of your authorised staff, consultants, advisors, representatives and any other individuals which you have granted access to the Software and Platform. You represent and warrant that you take full responsibility for anyone accessing the Software and Platform through your account, and that it will be your responsibility to ensure appropriate access controls and confidentiality requirements upon anyone accessing the Software and Platform through your Account. You defend, hold good, and indemnify the Service Provider from all claims, suits, and actions (including reasonable attorney’s fees) arising from, without limitation, improper, malicious, or otherwise illegal use which may or not be in breach of this Agreement.
You will indemnify, hold good, and defend the Service Provider from any publishing or disclosure of Personal Data or Health Data by you on the Platform under all circumstances. The Service Provider is not liable for any such disclosure or publication, and you understand that you must use your professional judgement to uphold patient confidentiality in your use of the Platform and Software.
You warrant that you, as the Data Fiduciary, have appropriate consents and legitimate purpose(s) along with their notices in place when collecting Data from the Data Subjects; The Service Provider disclaims all liability arising therefrom to the fullest extent permitted by applicable law, and you fully indemnify and hold harmless the Service Provider from all actions, claims, and suits arising therefrom.
You warrant that you, as the Data Fiduciary, have appropriate consents and legitimate purpose(s) along with their notices in place when collecting Data from the Data Subjects; The Service Provider disclaims all liability arising therefrom to the fullest extent permitted by applicable law, and you fullyThe Service Provider is not responsible and makes no representations or warranties for the delivery of any messages or communication (such as emails, forum postings or transmission of any other user generated content) uploaded to the Platform. The transmission of any such messages or communication shall be entirely the responsibility of the mobile network operator or broadband internet provider. In addition, the Service Provider neither warrants nor represents that your personal use of the service will not infringe the rights of third parties. Any material, service, or technology described or used on the platform or any user manuals may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to the Service Provider.
The Service Provider does not have any obligation to verify the identity of the persons subscribing to its Platform and/or Software, nor does it have any obligation to monitor the use of its Platform and/or Software by other users; therefore, the Service Provider disclaims all liability for identity theft or any other misuse of your identity or information.
The Service Provider does not guarantee that the Platform and/or Software it provides will function without interruption or errors in operation. In particular, the operation of the Platform and/or Software may be interrupted due to maintenance, updates, or system or network failures. The Service Provider disclaims all liability for damages caused by any such interruption or errors in functionality. Furthermore, the Service Provider disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Platform and/or Software due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.
Service messages: For the purposes of service messages and notices about the Software and/or Platform to you, the Service Provider may place a banner notice across the Software and/or Platform to alert you to certain changes such as modifications to this EULA. Alternatively, notice may consist of an email, phone messages, phone calls, from the Service Provider to an email address associated with your Account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.
General Communication: You also agree that the Service Provider may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with the Service Provider. Please review your settings to control what kind of messages you receive from the Service Provider. To unsubscribe from any communication the Service Provider circulates to you, please click on the unsubscribe mechanism at the bottom of the communication. You acknowledge and agree that the Service Provider shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform and/or Software.
Contact: You can contact the Service Provider at [email protected].
Amendments: The Service Provider reserves the right, at its sole discretion, to amend, add or delete any of the terms and conditions of this EULA. The Service Provider will post notifications of any such changes to this EULA on the Platform, will provide a link to the revised version of this EULA, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this EULA are unacceptable to you or cause you to no longer be in compliance with this EULA, you may terminate this EULA in accordance with the terms herein.
Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software and/or Platform, following notice of changes to this EULA as described above means you accept any and all such changes. The Service Provider may change, modify, suspend, or discontinue any aspect of the Platform and/or Software at any time.
Limits: The Service Provider may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Platform and/or the Software.
The parties agree that the validity, operation, performance, the relationship between the Parties hereto of this Agreement will be governed by and interpreted in accordance with the Laws of India and its constituent State of Maharashtra. The Parties irrevocably agree that the courts at Mumbai, India will have exclusive jurisdiction in relation to all matters arising out of this Agreement.
In the event of any dispute, including any controversy or claim or breach or invalidity ("Dispute"), the Parties shall initially attempt in good faith to resolve any significant controversy, claim, and allegation of breach or dispute arising out of or relating to this Agreement through mutual negotiation between the Parties. Following a failure of the Parties to arrive at a mutually acceptable solution, they will initiate Arbitration proceedings under the Arbitration and Conciliation Act, 1996. The Arbitration fees shall be borne by the losing party except otherwise awarded by the Arbitration commission. If the Dispute is not resolved within thirty (30) days (or such other period mutually agreed upon by the Parties) of notice of the Dispute ("Mutual Resolution Period"), then the Parties acknowledge resolving their dispute through proper legal recourse. The place and seat of Arbitration will be Mumbai. The Parties acknowledge the exclusive jurisdiction of the appropriate Court in Mumbai, for resolution of any Dispute. The Agreement including without limitation its conclusion, validity, construction, performance and settlement of the disputes, shall be governed by the Laws of India without giving effect to the principles of conflict of law.
Aggregate Liability Limit: The aggregate liability of the Service Provider (inclusive of any employees, personnel, advisors, consultants, Partners and associates) in respect of any claims, losses, costs or damages arising out of or related to this Agreement shall not exceed the Subscription(s) fee(s) received by the Service Provider under this Agreement or Rs. 25,000/- (Rupees twenty five thousand) only, whichever is less. You shall be entitled to press only those claims in respect of which a loss or damage exceeds Rs. 5,000/- (Rupees five thousand only). You shall first make efforts to recover such losses through insurance. Any amount paid by your insurance company shall also be deducted from any claim pressed by you. Further, any such claim(s) must be made during the subsistence of this EULA or within 3 (three) months of the termination or expiry of this Agreement, as the case may be.
No Prejudice: The End User agrees and understands that monetary damages may be incalculable or an insufficient remedy for any breach of this Agreement and that the Service Provider, in addition to all other remedies, will be entitled to seek specific performance and injunctive or any other equitable relief as a remedy for any such breach. Nothing in this Agreement will be construed to limit the ability of the Service Provider to seek any relief in Law or Equity to which it may be entitled to.
The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understood this Agreement, and are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgement and not on any representations or promises other than those contained in this Agreement.
The provisions of this Agreement and all related documentation to implement the provisions of this Agreement constitute legal, valid and binding obligations and are enforceable against themselves in accordance with the terms of this Agreement, subject to Applicable Law.
Severability: The provisions of this Agreement and the obligations hereunder shall be construed as independent of and severable from each other and in the event any provision(s) or part thereof discovered, becomes or is declared to be invalid or illegal or unenforceable, the same shall not affect the enforceability or validity of the other part of the provision of the Agreement. The Parties shall, as far as possible, take all measures to amend and renegotiate such part(s) of the Agreement to give effect to the original intent of the Parties.
Waiver: The Parties understand, agree, and confirm that no failure or delay by the Parties, in exercising any right, power, and privilege hereunder shall operate as a waiver. The Parties may waive any of its own rights or the other Party’s obligations by written communication from the respective authorised representative.
Waiver: The Parties understand, agree, and confirm that no failure or delay by the Parties, in exercising any right, power, and privilege hereunder shall operate as a waiver. The Parties may waive any of its own rights or the other Party’s obligations by written communication from the respective authorised representative.Survival: The Parties acknowledge that the following terms within this Agreement shall survive termination or expiration for perpetuity, or as otherwise provided: Sections 5 (Access), 8 (Representations and Warranties), 9 (Intellectual Property), 10 (Data Integrity), 11 (Limitation of Liability), 13 (Termination), 14 (Data Protection), 15 (Disclaimers), 16 (Notices), 18 (Governing Law and Jurisdiction), 19 (Disputes), 20 (Remedies), 21 (Disclaimer of Intention), 22 (Miscellaneous).
Counterparts: This Agreement may be executed in counterparts, including physical facsimiles or digital equivalents (such as Portable Data Format i.e. PDF files) or copies, which together shall constitute the same Agreement.
Written Communications: The Parties will retain written evidence, inclusive of proprietary notices addressed to, or addressed by him, of all communications shared between the Parties which fall within the ambit of this Agreement’s terms. In case of any Dispute or discrepancies, the burden of proving the existence of any such communication will be upon the aggrieved Party and the evidence it retains.
Interpretations: Unless the context of this Agreement otherwise requires:
The headings of the clauses to this Agreement are for convenience only and shall be ignored in construing this Agreement;
Any reference to any Law shall be deemed to include a reference to such Law as is re-enacted, modified or amended from time to time;
Unless the context otherwise requires, (i) words importing the masculine gender shall also include the feminine gender and vice versa; and (ii) the use of the singular shall include the plural and vice-versa;
References to other agreements and documents shall be deemed to be references to such agreements and documents as amended, replaced, substituted, assigned, novated, supplemented or otherwise modified from time to time;
References to other agreements and documents shall be deemed to be references to such agreements and documents as amended, replaced, substituted, assigned, novated, supplemented or otherwise modified from time to time;The words “include” and “including” are to be construed without limitation;
In case of any ambiguity or conflict between the provisions of this Agreement, such provisions should be read in a harmonious manner so as to ensure that none of the provisions of this Agreement become superfluous or redundant; and
The terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to this Agreement as a whole.
All terms not defined herein will be construed in accordance with the Information Technology Act, 2000, and Rules thereunder. Terms not defined therein will be construed in accordance with their common meaning.
Assignment: The rights and obligations of the Service Provider under this Agreement shall inure to the benefit of and shall be binding upon its successors and assigns.
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