IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE ANY OF THE CANDIPHI SERVICES.
This Agreement is hereby entered into and agreed upon on this _____ day of April,, 2019 (hereinafter referred to as the “Agreement”) by
M/s. CANDIPHI HEALTHCARE PRIVATE LIMITED, a Private Limited Company, incorporated under the Companies Act, 1956/2013, having its registered office at “No. 60, K.No.312/7, Manjunatha Nagar, Kalkere Village, Bangalore, India - 560043”, (hereinafter referred to as the “Candiphi”/“Licensee”, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, permitted successors, assigns),
The Licensor, having name _______________________, with its registered office at “__________________________________________________”, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective legal heirs, representatives, administrators, permitted successors and assigns.
WHEREAS, the Licensor is in the business of creating and maintaining a software/hardware device for healthcare and fitness purposes, entitled “___________” which functions ___________________________ (hereinafter referred to as the “Product”).
- a. Service refers to providing medical tests at home or at the office, based on individual requirements, and the Platform for monitoring the same, requesting consultations and other health care services as may be made available by the Licensee, through the Licensor and other Service Providers..
- b. Software/Hardware Device means any executable files, equipment, devices, machinery, help files and all other documentation and content that is available for hire on the Platform or purchase by Users, the Output of which will be monitored by the Platform, pursuant to this Agreement.
- c. Output means any final document or Content that has been produced and is posted on the Platform to be monitored by the User using the Services and Software, including but not limited to test results, prescriptions, daily healthcare statistics, etc., of the User as offered by the Licensor, in pursuance of valid licensed use of the Service and Software through the Platform and the Licensee by the User.
- d. Download/Purchase and variations thereof entails the obtaining of the Service and Software from the Platform, in accordance with the Terms of Service and other Policies of the Platform by the Users upon payment of certain monies; and subsequent availability of the downloaded/purchased Software and Content for the personal and business use of the User, in accordance with licensing terms as mentioned in this Agreement.
- 2. GRANT OF LICENSE.
- a. Each License will be granted to the Licensee following registration on the Platform by each individual User. Accordingly, each User 2who wishes to make use of the service must pay an individual Service fee for each service purchased to the Licensee, to then be paid to the Licensor, in accordance with the Payment Terms Specified in Annexure I.
- b. Upon payment of the applicable fees, the License to access the Output provided by the Software/Hardware Device, or for leasing out the Software/Hardware Device, for use of the Services will be granted for a period of 1 year, subject to renewal on completion of the same, in accordance with the deliverables as specified in Annexure II.
- c. During the initial phase of deployment of the Product for use of services through the Platform, the Licensor will provide the Licensee a designated representative with whom all arrangement and communications can be made.
- d. Upon payment of the applicable fees for the Services, and continuous compliance with the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a license to use the Product and Output subject to the terms contained herein:
i. Personal License:
a. The Platform grants the User a non-exclusive, worldwide and perpetual right and licence to personal and non-commercial use (not for resale, re-download, redistribution or any kind of commercial purpose) of the Services and the Output.
ii. Business License:
iii. Single-User License (Personal or Business):
a. The Licensor grants the Licensee a non-exclusive, worldwide and perpetual right and licence for commercial use (not for resale, re-download, redistribution) of the Product and Output on a single device, to be used by a single User personal and non-commercial at any point of time, on purchase of the Services through the Platform.
iv. Multi-User License (Personal or Business):
a. The Licensor grants the Licensee a non-exclusive, worldwide and perpetual right and licence to commercial use (not for resale, re-download, redistribution) for sale/hire of the Product and Output to a specified number of Users on as many devices as may be specified by the User(s) and purchased for personal and non-commercial uses, to be used by multiple Users at any point of time.
e. Upon payment of the applicable fees for the Product and Output and continuous compliance with the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a license to use the Output subject to the terms contained herein:
i. The Platform grants the User a non-exclusive, worldwide and perpetual right and license to display, showcase, disseminate, publish, perform or broadcast the final video or Output of such Service(s) wherein it may be used on a worldwide basis, by any means used now or devised hereafter and allow others to do so, subject to the terms of this Agreement.
ii. The Platform grants the User a non-exclusive, worldwide and perpetual right and license to use the Output on platforms or webpages.
iii. The Platform grants the User a non-exclusive, worldwide and perpetual right and license to use the Output as part of the Services, which incorporates the Output together with other Services and the Output of all said Services engaged by the User, which is posted on the Platform by the Licensee for the User over which the Licensee holds all right, title and ownership on a sole or joint basis for personal or commercial use that can be disseminated in respect of the specific information or Service that has been purchased by the User.
f. The Licensor further grants license to all Users to access all instructional guides available on the Platform and as a part of the Services provided on how to avail the Services, use of the Product and access the Output.
g. The Licensee agrees to ensure a Customer Support Line or phone number, or email ID, will be available at any given point for processing concerns, queries, difficulties and complaints in relation to the Licensor, the Platform, the Services or the Software.
- 3. LICENSE RESTRICTIONS.
The User shall not use the Services, the Product, the Platform or the Output to:
- a. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any other person or entity;
- b. Engage in any activity that interferes with or disrupts access to the Platform or the services provided therein (or the servers and networks which are connected to the Platform);
- c. Impersonate any person or entity, or falsely state or otherwise misrepresent their affiliation with a person or entity;
- d. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever under any law, rule or regulation currently in force; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
- e. Infringe the copyright, patent or trademark of another person or legal entity;
- f. Portray any person depicted in the Output in a way that a reasonable person would find offensive, including but not limited to a connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; or in connection with the advertisement or promotion of tobacco Services, alcohol, gambling or narcotics; or in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; or as suffering from, or medicating for, a physical or mental ailment; or engaging in immoral or criminal activities that are against the public policy of India.
- g. Reverse engineer, disassemble, or decompile the Software and Service. The User may neither modify, rent, or resell this Software and Service for profit, nor create derivative works based upon this Service or Software.
- h. Use the Service, Software or Output other than as expressly provided by the license you purchased with respect to such Service.
- i. Falsely represent, expressly or by way of reasonable implication, that the Service or Software was created by you or a person other than the copyright holder of the Service and Software, namely the Platform.
- j. Sale or distribution of registered copies of the Service and Software is strictly forbidden. It is a violation of this agreement to loan, rent or resell, lease, borrow, or transfer the use of registered copies of the Service.
4. COMPLIANCE WITH LAWS.
You agree that You shall use the Service solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Service, including, but not limited to, any applicable restrictions concerning copyright and other intellectual property rights, and in respect of any and all legal or illegal purposes of use of the Service.
The Licensor and Licensee ensures their steady commitment to User privacy with regard to the protection of User invaluable information.
For the purposes of provision of Services, the Licensee may collect Personal data such as, but not limited to, Name, Email Id, Mobile number, Password, Tracking information including but not limited to User IP Address, location, Device details, and details of Users internet usage. The Licensee does not share, sell or rent User personal information to any other party save for the provision of services requested by Users under this Agreement or if required to comply with law enforcement.
The Licensee may also use contact information internally to direct its efforts for service improvement but shall immediately delete all such information upon withdrawal of Users consent for the same through the ‘unsubscribe’ button or through an email to be sent email@example.com.
The Platform may include advertisements, hyperlinks to other platforms, applications, content or resources. We have no control over any platforms or resources, which are provided by companies or persons other than Us. You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, services/products or other materials on or available from such platform or resources
6. INTELLECTUAL PROPERTY INDEMNIFICATION.
The Licensee, or the User, as the case may be will indemnify and hold the Licensor harmless from any third party claim brought against the Licensor claiming that the Service infringes or misappropriates patent, copyright, trademark, trade secret, or other intellectual property rights of a third party due to modifications or usage by the Licensee or the User, or due to any breach of this Agreement or due to breach of any license terms by the Licensee or the User.
The Licensee, or the User, as the case may be shall indemnify and hold the Licensor harmless from claims, liabilities, damages, cost (inclusive of all Legal Costs), expenses arising out of use of the Services. The Licensor shall indemnify and hold harmless the Licensee in respect of any claims, liabilities, damages, costs, disputes, etc., arising as a result of use of the Product or Output. All parties shall be liable to indemnify and hold harmless the other for any claims, liabilities, damages, costs, disputes, etc., arising in case of :
- a. Any willful default or negligent act committed by the Licensee or any officials or employees in relation to the performance of this Agreement, or the User, or any external third party.
- b. Any breach of third party rights.
- c. Non-compliance with law in case of any notice, summons or memorandum or consumer complaint received from any Statutory Authority or in the event of institution of litigation against the Licensor, the Licensee or the User for default, or any non-compliance with laws that are directly attributable to the the Licensor, Licensee or the User, as the case may be.
8. DISPUTE RESOLUTION.
In the event that there is a dispute under the terms of this Agreement and the Parties are unable to arrive at a resolution within 60 days, the Parties agree that they will submit to a binding confidential arbitration to be held in Bangalore, India and conducted by a sole arbitrator, jointly appointed by the Parties. The Parties agree and acknowledge that all provisions of this Agreement, including confidentiality provisions, shall be binding up through the end of this arbitration process. Costs of the arbitration shall be borne equally by all Parties to the arbitration.
This Agreement shall be governed by the laws of India. You hereby consent to jurisdiction of the courts of Bangalore, India
10. COMPLETE AGREEMENT.
If any provision of this Agreement or any part thereof shall for any reason be held to be invalid or unenforceable in any respect, then such invalid or unenforceable provision or part shall be severable and severed from this Agreement and the other provisions of this Agreement shall remain in effect.
No amendment, supplement or modification of this Agreement is binding after use of the Service unless approved by all Parties hereto in writing, and any amendment, supplement, modification, or approval so approved shall be binding upon each of the Parties.
Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by any other act or conduct or by any indulgence, delay or omission. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived.
You may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the registered copy of the Service. You may however, allow other users to evaluate copies of the unregistered Service or Software as is, as may be available on the Platform for that purpose, as evaluation Users, subject to the terms and conditions herein. If you become aware that any Platforms use any Output in a manner that violates your license, you agree to remove all works incorporating such Output from such Platform, and to promptly notify Us. If you become aware of any unauthorized duplication or use of the Service or Product, please notify us at firstname.lastname@example.org.
15. LIMITATION OF LIABILITY
In no event will the total aggregate liability of the Platform to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Platform and/or Service contained thereon exceed the monetary amount actually received by the Platform from you for the applicable Service license.