Terms of Service

2.1 GOVERNING LAW AND JURISDICTION

Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of Kerala, without regard to any conflict of law principles to the contrary. The Client hereby irrevocably consent to jurisdiction of the State and the Country India with respect to any proceeding regarding this Agreement or the Software. The 1980 UN Convention for the International Sale of Goods or any successor thereto does not apply to this agreement. The Client will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the software except in such courts.

2.2 DISPUTE RESOLUTION

Any and all claims, disputes and differences arising out of or in relation to this Agreement, its interpretation or any breach or alleged breach thereof, shall, as far as possible be settled by mutual negotiation between the parties. In such events the parties fail to amicably resolve such disputes, the same shall be finally settled by Arbitration by a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation act, 1996 or any amendments thereof. The decision of the sole arbitrator so appointed shall be final and binding upon the parties. The law governing to arbitration proceeding shall be Indian law, and the seat and venue of the arbitration shall be at Kerala.

3.1 LICENSE LIMITATION

The entirety of the client’s rights with respect to the software, and the company reserve all rights not expressly granted to you in this agreement. Without limiting the foregoing, the client will not do or authorize or permit any third party to do any of the following:

• Distribute, sublicense, sell, assign or otherwise transfer or make available the software;
• Use the software for any purpose other than permitted purpose;
• De-compile, disassemble or attempt to discover or recreate the source code for the software;
• Modify, adapt, alter, improve or create any derivative works of the software;
• Connect the software with any other online services or use the software in conjunction with other software pr services not provided by or permitted by the company (in connection with the company services);
• Remove, circumvent or create or use any workaround to any copy protection or security feature in or relating to the software; Or
• Remove, alter or obscure any copyright, trademark or other proprietary rights in the software.

3.2 LIMITATION OF LIABILITY

In no event shall the company be liable for any direct, indirect or consequential damages or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the software, even if a company has been advised of the possibility of such damages. In no event shall the aggregate liability of the company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability strict liability or other theory, arising out of or relating to this agreement or the software exceed the compensation you have paid, if any, to the company for the software.

4.1 REIMBURSABLE EXPENSES AND EXCESS AMOUNTS

The Client shall reimburse the Company for any additional technical assistance on site requested by the client as well as the fee corresponding to the provision of services that have been specifically requested and any services outside the purview of this agreement and annexure1.

4.2 BILLING

The billing of the assigned services shall be at the clients expenses from the day of signing of this agreement and according to the price and forms of payment detailed in the annexed budget invoice for the provision of the services shall include VAT.

4.3 PAYMENT

The client shall pay the Company a subscription fee for the use of the SaaS Solution. The subscription fee will be charged monthly or annually in advance, as agreed upon by the parties. The subscription fee will be based on the number of users accessing the SaaS Solution and any additional features selected by the Clinic Owner. The Company reserves the right to adjust the subscription fee upon prior written notice to the Clinic Owner.

Payment shall be made by the Clinic Owner via credit card, Debit card, UPI, or any other payment method as agreed upon by the parties. In the event of a failed payment, the Company reserves the right to suspend access to the SaaS Solution until payment is received. All payment shall be made in INR unless otherwise indicated.

4.4 PRICE REVIEW

The Company agrees to retain the amount specified in annexure 1 for year two and three without any variations.

4.5 In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the company will be entitled to receive the payment for the services provided till the date of termination provided you return the software to the approved source and disable or uninstall it and where there has been no breach of contract on the part of the company

4.6 REFUND POLICY

The Company understands that there may be circumstances where the client needs to cancel their subscription to the SaaS Solution and requests a refund. The client is eligible for a 60 days no question asked refund policy. The Clinic Owner may request a refund for any reason within the first 60 days of the Effective Date.

The Clinic Owner may be eligible for a refund if:

• The Clinic Owner cancels their subscription within 60 days of the Effective Date.
• The SaaS Solution does not meet the specifications described in the Service Agreement.
• The SaaS Solution is unavailable for more than 24 hours during the client's billing cycle.
• The Clinic Owner is not in breach of any obligations under the Service Agreement.

To request a refund, the Clinic Owner must submit a written request to the Company within the refund eligibility period. The request must include the reason for the refund request and any supporting documentation. Upon receipt of the refund request, the Company will review the request and determine whether the Clinic Owner is eligible for a refund. If the Clinic Owner is eligible, the Company will issue a refund within 30 days of the determination.

The refund will be issued to the original payment method used by the Clinic Owner. The Company reserves the right to deduct any applicable fees or charges from the refund amount.

7.1 INITIAL SUPPORT

For the initial period of 12 months from Effective Date/grant of license, the Company shall provide the Client with services as follows:

• (A) Online support services during the Company's normal business hours in order to help the Client locate and correct issues/concerns with the Service and any related software, and
• (B) internet-based support system generally available seven days a week, twenty-four hours a day.

7.2 RENEWED SUPPORT

After the initial 12-month support period, on renewal of the contract, support services under this clause is renewed for additional 12-month period. Shall be automatically extended for an equal period unless otherwise indicated by the client through written notice.

7.3 CURE PERIOD

The software is provided as is made to the Client and in case of any unforeseen errors and unknown eventualities the Company shall cure such errors within 15 days of receiving such notice from the Client. 100% of time, no software is bug free and downtime is inevitable. Makes no promises or assertions to the client about the product other than the fact that the software meets basic legal standards.

8.1 All title, ownership rights and intellectual property rights in and to the product (including all texts, contents, theme, characters, domain names and any other elements which are part of the product/software individually or in combination) and any and all copies thereof are owned by the Company. The Client is granted only a non-exclusive limited-use licence of this Intellectual Property.

8.2 CLIENT shall have no right over the Brand name, Title, copyright, Trade mark, Logo, Domain, Website, software’s, pdf documents, word documents, design and all other allied contents of the First Party and all the above will be considered as the Intellectual Properties of the COMPANY.

8.3 CLIENT shall never use the brand name, trademark, logo, domain, website, any other intellectual properties of the Company as mentioned in this clause for the purpose of business or for any personal benefits. Intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Company.

8.4 The Client shall not adopt/utilize, any of companies logo, trademark, design, copyright as part of any trade name or as any another corporate name on any other product or literature, pamphlet or except otherwise expressly authorized in writing by the company.

8.5 "Confidential Information" means all data and information relating to the business and management of the Client, including but not limited to, the following:

• "Patient’s Information" which includes names of Clients of the Client, their representatives, all Client contact information, contracts and their contents and parties, Client services, data provided by Clients and the type, quantity and specifications of products and services purchased, leased, licensed or received by Clients of the Client;
• "Intellectual Property" which includes information relating to the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
• "Marketing and Development Information" which includes marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
• "Business Operations which includes internal personnel and financial information of the Client, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Client, and the manner and methods of conducting the Client's business;
• "Service Information" which includes all data and information relating to the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
• "Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ("Computer Programs"); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
• "Computer Technology" which includes all scientific and technical information or material of the Client, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show how;
• "Accounting Information" which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client;
• Confidential Information will also include any information that has been disclosed by a third party to the Client and protected by a non-disclosure agreement entered into between the third party and the Client.

8.6 Confidential Information will not include the following information:

• Information that is generally known in the industry of the Client;
• Information that is now or subsequently becomes generally available to the public through no wrongful act of the Company;
• Information rightly in the possession of the Company prior to the disclosure to the Company by the Client;
• Information that is independently created by the Company without direct or indirect use of the Confidential Information; or
• Information that the Company rightfully obtains from a third party who has the right to transfer or disclose it.

8.7 Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Client and will only be used by the Company for the Permitted Purpose. The Company will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Client or any associated affiliates or subsidiaries.

8.8 The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Company in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

8.9 To such employees , agents, representatives and advisors of the Company that have a need to know for the Permitted Purpose provided that:

• the Company has informed such personnel of the confidential nature of the Confidential Information;
• such personnel agree to be legally bound to the same burdens of non-disclosure and non-use the Company;
• the Company agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
• the Company agrees to be responsible for and indemnify the Client for any breach this Agreement by its personnel.

8.10 To a third party where the Client has consented in writing to such disclosure, and

8.11 To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

In providing the Services under this Agreement it is expressly agreed that the Company is acting as an independent Company and not as an employee. The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.