Ayusmart Technologies LLP., having its registered office at Registrar office: Nikhil Embassy, 133/53, East End 'B' Main Road, Jayanagar 9th Block, Bangalore - 560078 ("Ayusmart", the "Company", "we" or "us"). Ayusmart, amongst other services, facilitates in finding and comparing prospective doctors and health care providers in identified locations ("Service") and this Service is provided only in good faith.
By clicking "sign up" or "start my free trial" or "get started for free" or through the continued use of the System, you are undertaking legal obligations and conferring legal rights. Accessing the System through any medium, including but not limited to accessing the System through mobile phones, smart phones and tablets, are also subjected to these Terms and Conditions. We request you to please read these Terms & Conditions carefully and do not click "sign up" or continue the use of the System unless you agree fully with these Terms & Conditions. By using the Site or Mobile app, you signify your agreement to these Terms & Conditions as well as the Site's http://ayusmart.com/privacy-policy/. (which is hereby incorporated by reference herein).
By using our Services (as defined hereinafter), you: (a) agree to these Terms & Conditions; and (b) represent that: (i) you are 18 years of age; and (ii) if you are agreeing to these Terms & Conditions on behalf of another person or any legal entity, that you are duly authorized to do so. Your use of the Services after any change in these Terms and Conditions constitutes your assent to these Terms & Conditions as modified.
As used in these Terms & Conditions, the following terms, and the singular and plural thereof, shall have the meaning set forth below:
1. "Account" means credit or debit balance maintained by you in Ayusmart in lieu of Services being provided by You;
2. "Effective Date" means the Date on which you accept these Terms & Conditions by clicking 'Sign Up';
3. "Materials" means, without limitation, all content such as text, information, images, audio and video available on the Site;
4. "Material Breach" means a breach of this Agreement which causes irreparable harm to Ayusmart's business and/ or reputation;
5. "Opportunities" means surveys, polls, health related queries, reports or any other such schema where professional response of a User is requested;
6. "Patient Information" means information regarding patients which includes personal and medical information and any other information which may be provided by a patient to the User;
7. "Personal Information" means any information that identifies you personally as a user of the System, and all information concerning you and your use of the System that is not protected health information;
8. "Policies and Procedures" means our rules, regulations, policies and procedures for access to and use of the System, as changed from time to time and as posted electronically on our Site;
9. "Services" means the services to which you have been granted access, which may include the practice management service, electronic medical records service and other services as may be introduced by Ayusmart from time to time ;
10. "Site" means any of (a) www.ayusmart.com (b) www.fma.care/ (c) www.fma.healthcare and mobile apps.
11. "System" means the electronic communication network from time to time operated by us, including all hardware provided by us, all software used or provided by us, and all such hardware and software installed at or accessed from your site, and all documentation provided by us in connection therewith, paper or electronic;
12. "Workforce" means your employees, agents and independent contractors employed or hired by you;
13. "User" means you and any other user of the System;
14. "User ID" means the unique user identification assigned to an individual User;
15. "Your Health Information" means protected health information that you or your Workforce enter into the System.
2. Grant of Right to Use Services
1. We grant to you and you accept a non-exclusive, personal, nontransferable, limited right to have access to and to use the System, and a non-exclusive, personal, nontransferable, limited license to use any computer software furnished by us for access to or use of the System, for the purpose of obtaining the Services, subject to your full compliance with these Terms & Conditions and with our Policies and Procedures.
You will not: (a) use the System for time-sharing, rental or service bureau purposes; (b) make the System, in whole or in part, available to any other person, entity or business; (c) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (c) copy, reverse engineer, decompile or disassemble the System, in whole or in part, or otherwise attempt to discover the source code to the software used in the System; or (d) modify the Services or the System or associated software or combine the Services or the System with any other software or services not provided or approved by us.
You will obtain no rights to the System except for the limited rights to use the System expressly granted by these Terms & Conditions. Any unauthorized use of any Materials or information available on the Site may violate patent, copyright, trademark, and other laws.
2. The System may include certain third-party software and services, which may require that you enter into separate subscription or licensing agreements with such third-party vendors. We may also make available optional services provided by third parties, including but not limited to billing, electronic prescribing, and clinical laboratory reporting services. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in the System or made accessible to you through the System. Your use of the System or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use. In the event Ayusmart provides any billing services in (b) connection with the provision of any clinical services (especially a Paid Service as defined hereinafter) by you to the patient. In such event you acknowledge and confirm that Ayusmart only acts as a collection agent for an on your behalf, to facilitate such payment of the amounts by the patient to you.
3. Ownership Of Materials
All Materials are owned by or duly licensed to Ayusmart unless indicated otherwise. All intellectual property rights in the Materials (including copyrights, trademarks, trade secrets and patents) are the property of Ayusmart unless indicated otherwise. Ayusmart retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials are copyrighted and are protected under Indian and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without Ayusmart's prior written permission. The word "Ayusmart" and the "Ayusmart" logo are the intellectual property of Ayusmart. All other names and trademarks that appear on the Site are the property of their respective holders. The Site, the Materials and the Services are covered by one or more pending Indian and foreign patent applications.
4 Computer Systems
Your access to the System and Services:
1. You will acquire, install, configure and maintain all hardware, software and communications systems necessary to access the System (your "Implementation"). Your Implementation will comply with the specifications from time to time established by us. You will ensure that your Implementation is compatible with the System and Services. If we notify you that your Implementation is incompatible with the System, you will rectify such incompatibility, and we will have the right to suspend Services to you until such rectification has been implemented.
2. Upon request, we may provide goods or services in connection with your Implementation. You will pay our then standard charges for such assistance, and our out-of-pocket costs.
5 Access to the System
You agree that your use of the System is subject to verification by us of your identity and credentials as a health care practitioner and to your ongoing qualification as such. You agree that we may use and disclose your Personal Information for such purposes, including (without limitation) making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the System and Services at any time if we are unable at any time to determine or verify your qualifications or credentials.
You shall use the System and the Services only in the manner and to the extent detailed in Section 2 of these Terms & Conditions.
1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the System from access, use or alteration from your use of the Site; and you will always use the User ID assigned to you or a member of your Workforce. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce to transmit, store and process electronic health information through the use of the System.
2 You will immediately notify us of any breach or suspected breach of the security of the System of which you become aware, or any unauthorized use or disclosure of information within or obtained from the System, and you will take such action to mitigate the breach or suspected breach as we may direct, and will cooperate with us in investigating and mitigating such breach.
You will comply with these Terms & Conditions, our Policies and Procedures, and all applicable laws and regulations. You will be solely responsible for the use of the System by you and your Workforce, and you shall indemnify us and hold us harmless from any claim, cost or liability arising from such use, including reasonable attorneys' fees.
We authorize you and your Workforce to use the User IDs assigned to you by us. You acquire no ownership rights in any User ID, and User IDs may be revoked or changed at any time in our sole discretion. You will adopt and maintain reasonable and appropriate security precautions for User IDs to prevent their disclosure to or use by unauthorized persons. Each member of your Workforce shall have and use a unique identifier. You will use your best efforts to ensure that no member of your Workforce uses a User ID assigned to another person.
You will not permit any third party (other than your Workforce) to have access to the System or to use the System or the Services without our prior written consent. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the System or Services. You will cooperate fully with us in connection with any such demand.
You may permit your Workforce to use the System and the Services on your behalf, subject to compliance with these Terms & Conditions. You will:
1. obtain a unique User ID from us for each member of your Workforce;
2. train all members of your Workforce with respect to compliance with these Terms & Conditions and the Policies and Procedures relating to their access to and use of the System and the Services, and ensure that they comply with such requirements;
3. take appropriate disciplinary action against any member of your Workforce who violates these Terms & Conditions or the Policies and Procedures;
4. ensure that only you and your Workforce access the System; and
5. immediately notify us of the termination of employment of any member of your Workforce, or of your withdrawal of authorization for any such person to access the System in order to enable us discontinue such member's access and use to the System.
6. Compliance with Law
You are solely responsible for ensuring that your use of the System and the Services (including making health information available through the System) complies with applicable law. You will not undertake or permit any unlawful use of the System, or take any action that would render the operation or use of the System by us or any other User unlawful. We offer no assurance that your use of the System and the Services under these Terms & Conditions will not violate any law or regulation applicable to you.
We may offer forums for the exchange of information among our Users. You agree to comply with all applicable forum rules. In particular, you understand that we do not assure the accuracy, reliability, confidentiality or security of information made available through the use of such forums. You acknowledge that any information you post in a forum or discussion group is available to the public, and may result in you receiving communications from others outside the Site. You are responsible for safeguarding the privacy of your and your patients' personal information when you participate in forums, discussion groups and the like. You agree not to disclose individually identifiable health information through such forums. You acknowledge that any liability resulting from your sharing of any information in a forum or discussion group is your sole responsibility. You will hold Ayusmart harmless for any damages, direct or indirect, arising from any post made by you.
8. Disclosure of Patient Information
You represent and warrant that you will, at all times during the use of the System and thereafter, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws, including but not limited to the Information Technology Act, 2000 and the rules made thereunder.
You are, at all times during the use of the System and thereafter, solely responsible for obtaining and maintaining all patient consents, and all other legally necessary consents or permissions required to disclose, process, retrieve, transmit, and view the Patient Information you transmit, store, or receive in connection with the Site, the Materials and any third party site.
You agree that Ayusmart, Ayusmart's licensors and licensees, and all other persons or entities involved in the operation of the System and functionalities provided through the Site, have the right to monitor, retrieve, store, review and use Patient Information, if applicable, in connection with the operation or use of the System, and are acting on your behalf in using the Patient Information as required for the provision of the Services.
9. Professional Responsibility
You will be solely responsible for the professional and technical services you provide. We make no representations concerning the completeness, accuracy or utility of any information in the System, or concerning the qualifications or competence of individuals who placed it there. We have no liability for the consequences to you or your patients of your use of the System or the Services.
(a) You will cooperate with us in the administration of the System, including providing reasonable assistance in evaluating the System and collecting and reporting data requested by us for the purposes of administering the System.
(b) We may provide your reference to other potential Users of the system as a referral to our Services. In case you would not like to be contacted by potential Users, you can send us an email at firstname.lastname@example.org regarding the same. We shall cease providing your reference to potential Users within 48 hours of receipt of such written request.
11. Use of Information
(a) The purpose of the System is (1) to store Your Health Information; (2) to make it available to You and your Workforce; (3) to facilitate the sharing of individuals' health information among Users; and (4) to make health information available to your patients through appropriate portals. You may make Your Health Information accessible to other Users and to your patients through the System only for purposes mentioned herein.
(b) You authorize us, as your business associate, to use and disclose Your Health Information as follows, subject to the recipient's compliance with our Policies and Procedures, applicable laws and regulations relating to the use and disclosure of health information, and further subject to the provisions of these Terms & Conditions:
1. We will permit unrestricted access to Your Health Information to you and your Authorized Workforce;
2. We will permit access to Your Health Information to your patients to whom you have agreed to grant access through our Site;
3. We will permit access to Your Health Information by health care providers and their business associates to whom you have consented to provide access for treatment and payment through the System. We will obtain your consent before we make Your Health Information available to other providers. You acknowledge that once we have granted access rights to a third party, we have no control over the use and disclosures that such third party makes of Your Health Information;
4. We may disclose or permit access to Your Health Information to health plans, health care clearinghouses, medical groups, independent practice associations and other parties responsible for payment and their business associates for the purpose of obtaining payment for services you provide, unless you advise us in writing that the patient has paid out of pocket in full for the service to which the health information relates, and has requested that it not be disclosed to his or her health plan;
5. We may create limited data sets from Your Health Information, and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize us to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable laws and regulations;
6. We may use Your Health Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the System makes available, in order to render these reports to You. Such reporting will be done in a manner that does not make any disclosure of Your Health Information that you would not be permitted to make;
7. We may use Your Health Information for the proper management and administration of the System and our business and to carry out our legal responsibilities. We may also disclose Your Health Information for such purposes if the disclosure is required by law, or we obtain reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and the recipient notifies us of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, we may permit access to the System by our contracted System developers under appropriate confidentiality agreements;
8. We may use Your Health Information to contact your patients on your behalf for any purpose for which you would be permitted to contact them, including, without limitation:
(A) For treatment, including sending appointment and prescription refill reminders;
(B) For case management and care coordination, or to direct or recommend alternative treatments, therapies, health care providers or settings of care;
(C) To request authorization on your behalf from your patients to use or disclose their health information for any purpose for which use or disclosure may be made with an appropriate authorization, including marketing purposes. You agree that we may also use and disclose your patient's health information as permitted by any such authorization; and
(D) To provide information about health-related products or services that you provide, or that we provide on your behalf as your business associate;
9. We may use or disclose Your Health Information for other purposes, as from time to time described in our Policies and Procedures; provided that we will not make or permit any such use or disclosure that would violate applicable laws or regulations if made by you or your business associate. Except as provided herein, and notwithstanding any other provision of this section, we will not use or disclose Your Health Information in any manner that will violate the requirements of the reasonable privacy rules if done by you.
(c) Responsibility for Misuse by Other Users. You acknowledge that in granting access to the System for the purposes set forth in Section 5, we will rely on the assurances of the recipients of the information as to (i) their identity and credentials; (ii) the purposes for which they are accessing the System, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the System will contain certain technical safeguards against misuse of the System, it will rely to a substantial extent on the representations and undertakings of Users. You understand, agree and accept that we will not be responsible for any unlawful access to or use of Your Health Information by any User resulting from the User's misrepresentation to us, or breach of the User's user agreement or our Policies and Procedures.
12. Providing Physician Data
You agree that we may provide de-identified health information and other information including Your Personal Information and information concerning your practice to any medical group, independent practice association of physicians, health plan or other organization with which you have a contract to provide medical services, or to whose members or enrollees you provide medical services. Such information may identify you, but will not identify any individual to whom you provide services. Such information may include (without limitation) aggregate data concerning your patients, diagnoses, procedures, orders and the like.
13. Product and Service Notifications
(a) We may place advertisements concerning the products and services of third parties on the System, which you can see when you use the System. We may receive remuneration from the suppliers of these products and services for placing their advertisements. We may use computerized processes to tailor the advertisements to you or to your use of the System. However, except as expressly permitted by this Agreement or by our Policies and Procedures, unless we obtain your consent, we will not disclose to any third party any information that identifies you to enable the third party to market products or services to you directly.
(b) We may send you SMS messages and emails from time to time regarding your subscription and usage of the System. This may include transactional messages related to your continued subscription of the System and/ or support emails and SMS messages for helping you receive the best services from the System.
(c) Ayusmart and its clients may present you with Opportunities for interaction with Ayusmart and its clients. Participation in such Opportunities is on a voluntary basis for Users. Participation in Opportunities may include interactions on third party websites. You may be offered compensation for participation in certain Opportunities. Your completion of such an Opportunity does not constitute confirmation of Ayusmart's obligation to compensate you for such participation. Compensation for such Opportunities shall require that you are automatically returned to the Ayusmart Site upon completion of such Opportunity and receive a confirmation message on the Site. No payments shall be made by Ayusmart without your receipt of such confirmation page. The value of an Opportunity is subject to change at any time without notice. The criteria by which an Opportunity becomes eligible for payment is subject to change at any time. Ayusmart reserves the right at any time to withhold or cancel any of your payments or fees due for any reason including any actions or omissions on your part that are not completed, unauthorized, fraudulent, unacceptable, and inadequate or otherwise violate the terms of this Agreement.
AYUSMART RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PAYMENT AND OTHER TERMS PROVIDED BY THIS SITE, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.
14. Intellectual Property Rights
(a) All intellectual property rights in and title to the System, the present or future modifications / upgradations thereof and standard enhancements thereto shall remain the property of Ayusmart. These Terms & Conditions do not and shall not transfer any ownership or proprietary interest in the System from Ayusmart to you or any User, except as may be otherwise expressly provided in these Terms & Conditions or as may be agreed to by and between Ayusmart and you.
(b) In consideration of our provision of the Services, you hereby transfer and assign to us all right, title and interest in and to all de-identified information that we make from Your Health Information or Your Personal Information. You agree that we may use, disclose, market, license and sell de-identified Health Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this section are the principal consideration for the provision of the Services, without which we would not accept these Terms & Conditions.
(c) You agree that any information, material or work product you provide to the Site, other than Protected Health Information and Personal Information which has not been de-identified, is the exclusive property of Ayusmart, and by submitting such content or material you assign to Ayusmart all intellectual property rights in such content or material. You agree that we may use, disclose, market, license and sell such information and works, including derivative products, without restriction. This includes, for example, custom templates that you create using the System, and information (other than Protected Health Information or Personal Information which has not been de-identified) that you contribute to forums, discussion groups and the like. You may provide content or material to the Site by participating in forums, discussion groups and the like, or by using the Site to create custom templates and the like. Furthermore, you agree that Ayusmart may use, disclose, market, license and sell such material or content, and that you have no interest in the information, or in the proceeds of any sale, license, or other commercialization thereof. You warrant and agree that any material you provide will not infringe on the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.
15. Individuals' Rights
You shall be solely responsible for affording individuals their rights with respect to Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the System other than Your Health Information.
16. Ayusmart's Obligations
In maintaining, using and affording access to Your Health Information in accordance with this Agreement, we will:
(a) Not use or further disclose the information except as permitted or required by these Terms & Conditions or as required by law;
(b) Use appropriate safeguards to prevent use or disclosure of the information other than as provided for by these Terms & Conditions, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information;
(c) Report to you any use or disclosure of the information not provided for by these Terms & Conditions of which we become aware, or any security incident as a result of which we determines that unauthorized access has been obtained to Your Health Information;
(d) Ensure that our agents or subcontractors to whom we provide Your Health Information for purposes of assisting us in providing the System or the Services, agree to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards to protect it. It is expressly clarified that other Users of the System are not our agents or subcontractors;
(e) With respect to Opportunities where payment is to be made by your patients, collect such fees by the patients for and on your behalf as your collection agent.
(f) On termination, we will provide you with a copy of Your Health Information in an electronic form that is accessible through commercially available hardware and software. You may have to purchase such hardware and software from third parties in order to access your data, and you may have to configure your systems in order to use your data in your practice. Upon termination we will, if feasible, return or destroy all protected Health Information received from, or created or received by us on your behalf that we still maintain in any form, and retain no copies of such information; or, if such return or destruction is not feasible, extend the protection of these Terms & Conditions to the information and limit further use and disclosure to those purposes that make the return or destruction of the information infeasible. You acknowledge that it will likely be infeasible to segregate Your Health Information for removal from the System, and that if you have approved another User to have access to any of your on-line records, we will maintain a version of those records through the time you withdraw your approval, and we will continue to make those records available to such approved User. You acknowledge that you may have to purchase proprietary software in order to access such information.
17. Third-Party Sites and Service Providers
18. Fees and Charges
(a) You will be obligated to pay us our standard service fee (the "Service Fee") for the Services to which you have access during your subscription to the System and our Services. You also agree to pay, our then current rates, for all goods or services that you request from us and that are not included in our standard services ("Miscellaneous Charges"). We will notify you of the Service Fee when you are granted access to a service, and we will notify you of the applicable Miscellaneous Charges before providing services to which a Miscellaneous Charge will apply. Please note that the Service Fee and Miscellaneous Charges may change from time to time.
(b) You understand that Ayusmart provides various Services with respect to the System. While some of these Services are provided for free, there are certain Services for which costs will be incurred by you, if you decide to avail such Services ("Paid Services"). For more information on Ayusmart's Service Fees with respect to Paid Services, please check www.fma.care/pricing. Ayusmart shall have the right to change the Service Fees for the Paid Services at any time, with or without notice to you.
(c) You understand and acknowledge that we follow a prepay payment model for our Services. Accordingly, your access to the Services can be limited or suspended or terminated in case you are unable to maintain adequate credit balance in your Account ("Non Payment State"). Ayusmart reserves the right to charge additional charges ("Activation Fees") in case your Services need to be restored from Non Payment State. Notwithstanding any covenant in these Terms & Conditions, you shall continue to have access to your existing Patient Information in the System. You shall also be able to receive Your Health Information and Patient Information at any point in time as per Section 16(e).
(d) All charges and fees shall be inclusive of all state, municipal, or other government excise, sales, service, use, occupational, or like taxes now in force. We have a right to pass on any additional taxes or other state levies to you and you agree to pay any tax (excluding taxes on our net income) that we may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and Services purchased under these Terms & Conditions.
(e) You are responsible for any charges you incur to use the System, such as telephone and equipment charges, and fees charged by third-party vendors of products and services.
(f) We reserve to change the terms applicable to fee at any point in time by giving you fifteen (15) days' prior intimation via email. The revised fee terms shall be automatically applicable to you after the fifteen (15) days' notice period. You agree that no separate confirmation or approval is required from you to amend the terms with regard to the fee.
(g) We do not have any refunds policy. You can stop payment of the Service Fees at any point in time to discontinue using our service. At such point, your subscription shall last till the end of your subscription period (a maximum of 30 days) and shall then be moved to Non Payment State. Provisions of Section 18.2 above shall apply for such accounts.
19. Confidential Information
(a) You may not disclose our confidential information to any other person, and you may not use any confidential information except as provided herein. Except as otherwise provided in these Terms & Conditions, you may not, without our prior written consent, at any time, during or after the applicability of these Terms & Conditions, directly or indirectly, divulge or disclose confidential information for any purpose or use confidential information for your own benefit or for the purposes or benefit of any other person. You agree to hold all confidential information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of confidential information, and to keep the confidential information from being disclosed into the public domain or into the possession of persons not bound to maintain confidentiality. You will disclose confidential information only to members of your Workforce who have a need to use it for the purposes of these Terms & Conditions. You will inform all such recipients of the confidential nature of confidential information and will instruct them to deal with confidential information in accordance with these Terms & Conditions. You will promptly notify us in writing of any improper disclosure, misappropriation, or misuse of the confidential information by any person, which may come to your attention.
(b) You agree that we will suffer irreparable harm if you fail to comply with the obligations set forth in this Section 19, and you further agree that monetary damages will be inadequate to compensate us for any such breach. Accordingly, you agree that we will, in addition to any other remedies available to us at law or in equity, be entitled to seek injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
(c) This Section 19 will survive the termination or expiration of these Terms & Conditions for any reason.
20. Disclaimer and Exclusion of Warranties
(A) YOU ACKNOWLEDGE THAT ACCESS TO THE SYSTEM WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATION LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, "CARRIER LINES") OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
(B) ACCESS TO THE SYSTEM AND THE INFORMATION CONTAINED ON THE SYSTEM IS PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SYSTEM OR THE INFORMATION IN THE SYSTEM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SYSTEM.
(c) We will not be deemed to be in breach of these Terms & Conditions unless you have first have given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.
(d) YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO THE SYSTEM AND ARE RECEIVING OUR SERVICES. SUCH OTHER USERS HAVE COMMITTED TO COMPLY WITH THESE TERMS & CONDITIONS AND OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SYSTEM; HOWEVER, THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE SYSTEM RESULTING FROM ANY USERS' ACTIONS OR FAILURES TO ACT.
(e) WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT. CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ROUTINE BACKUP PROCEDURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SERVICES.
21. Limitation Of Liability
NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS & CONDITIONS, IN THE EVENT Ayusmart SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND Ayusmart AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY FEES RECEIVED BY Ayusmart FROM YOU. YOU AND Ayusmart AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND Ayusmart. YOU ACKNOWLEDGE THAT WITHOUT YOUR ASSENT TO THIS CLAUSE 21, Ayusmart WOULD NOT PROVIDE ACCESS TO THE SYSTEM, THE SITE OR THE MATERIALS TO YOU.
22. Force Majeure
Neither Party shall be liable or deemed in default for failure to fulfill any obligation under this Agreement due to causes beyond its reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, electrical power failures, telecommunication or internet backbone outages, failure of an internet access provider or other similar causes beyond the Parties' control, and neither Party shall be liable for losses, expenses or damages, ordinary, special, remote or consequential, resulting directly or indirectly from such causes.
You agree to indemnify, defend, and hold harmless Ayusmart and other Users, our and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of: (a) the use of the System by you or Your Workforce; (b) any breach by You or Your Workforce of any representations, warranties or agreements contained in these Terms & Conditions; (c) the actions of any person gaining access to the System under a User ID assigned to you or a member of your Workforce; (d) the actions of anyone using a User ID, password or other unique identifier assigned to you or any member of your Workforce that adversely affects the System or any information accessed through the System; and (e) your negligent or willful misconduct, or that of any member of your Workforce.
As a user of the Site or mobile apps, you are liable for the accuracy of the information that you provide to us, including, but not limited to, your personal and professional information. Notwithstanding any other covenant in this Agreement, a breach of this Section 24 shall result in immediate termination of your Services and invocation of the provisions of Material Breach.
25. Term; Modification; Suspension; Termination
(a) We or you may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other Party.
(b) We may update or change the Services and/or the terms and/ or the fees and charges set forth in these Terms & Conditions or elsewhere on our Site from time to time and recommend that you review these Terms & Conditions on a regular basis. You understand and agree that your continued use of the Services after the Terms & Conditions has been updated or changed constitutes your acceptance of the revised Terms & Conditions. Without limiting the foregoing, if we make a change to these Terms & Conditions that materially affects your use of the Services, we may post notice on the Site or notify you via email of any such change.
(c) Termination, Suspension or Amendment as a Result of Government Regulation - Notwithstanding anything to the contrary in these Terms & Conditions, we have the right, on providing notice to you, immediately to terminate, suspend, or amend the provision of the Services through the System, without liability: (a) to comply with any order issued or proposed to be issued by any governmental agency; (b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or (c) if performance of any term of these Terms & Conditions by either Party would cause it to be in violation of law.
(d) We may terminate the provision of Services to you through the System immediately upon notice to you: (a) if you are named as a defendant in a criminal proceeding for a violation of federal or state law; (b) if a finding or stipulation is made or entered into that you have violated any standard or requirement of federal or state law relating to the privacy or security of health information is made in any administrative or civil proceeding; (c) if you are excluded from participation in a federal or state health care program; or (d) you cease to be qualified to provide services as a health care professional, or we are unable to verify your qualifications as notified to us under these Terms & Conditions.
(e) We may suspend access to the System or the Services by you or any member of your Workforce immediately pending your cure of any breach of these terms & Conditions, or in the event we determine in our sole discretion that access to or use of the System by you or the member of your Workforce may jeopardize the System or the confidentiality, privacy, security, integrity or availability of information within the System, or that you or the member of your Workforce has violated or may violate these Terms & Conditions or our Policies and Procedures, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the System with any User ID assigned to you or a member of your Workforce. We may terminate the access of any member of your Workforce upon termination or change in status of his or employment with you. Our election to suspend the Services shall not waive or affect our rights to terminate these Terms & Conditions as applicable to you as permitted under these Terms & Conditions.
(f) Upon termination, you will cease to use the System and we will terminate your access to the System. Upon termination for any reason, you will remove all software provided under these Terms & Conditions from your computer systems, you will cease to have access to the System, and you will return to us all hardware, software and documentation provided by or on behalf of us.
26. Applicable Law
The interpretation of this Agreement and the resolution of any disputes arising under these terms & Conditions shall be governed by the laws of India. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in Bangalore, India.
(A) ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS NOTICE OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS & CONDITIONS TO ARBITRATE, OR TO YOUR USE OF THE SITE OR THE SYSTEMS OR INFORMATION TO WHICH IT GIVES ACCESS, SHALL BE DETERMINED BY ARBITRATION IN INDIA, BEFORE A SINGLE ARBITRATOR. ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE ARBITRATION AND CONCILIATION ACT, 1996. THE VENUE OF SUCH ARBITRATION SHALL BE BANGALOREI, INDIA. ALL PROCEEDINGS OF SUCH ARBITRATION, INCLUDING, WITHOUT LIMITATION, ANY AWARDS, SHALL BE IN THE ENGLISH LANGUAGE. THE AWARD SHALL BE FINAL AND BINDING ON THE PARTIES.
(b) The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with Clause 27 (a).
This Agreement may not be assigned or transferred by you without our prior written consent. The Company shall have the right to assign or transfer in whole or in part, its rights and obligations under these Terms & Conditions to its affiliate(s) without your prior consent.
If any provision of these Terms & Conditions is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from these Terms & Conditions and the remainder of these Terms & Conditions shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event these Terms & Conditions shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.
All notices and other communications required or permitted hereunder to be given to a Party shall be in writing, in the English language, and shall be sent by facsimile, e-mail, or mailed by prepaid internationally-recognized courier, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth below or at such other address as the Party shall have furnished to the other Party in writing in accordance with this provision:
137 If to Ayusmart: Ayusmart Technologies LLP Nikhil Embassy, 133/53, East End 'B' Main Road, Jayanagar 9th Block, Bangalore - 560078 If to you: at the address provided to us when you registered as a User of the System
No term of these Terms & Conditions shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
32. Complete Understanding
These Terms & Conditions contain the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of these Terms & Conditions other than those contained or referenced in these Terms & Conditions. Except as otherwise provided in these Terms & Conditions, all modifications or amendments to these Terms & Conditions, shall be in writing and signed by all Parties.
33. No Third-Party Beneficiaries
Nothing express or implied in these Terms & Conditions is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or permitted assigns any rights, remedies, obligations, or liabilities whatsoever.
34. Advice of Counsel
Each Party acknowledges: (a) having fully read these Terms & Conditions in its entirety; (b) having had full opportunity to study and review these Terms & Conditions; (c) having been advised that counsel for us has acted solely on our behalf in connection with the negotiation, preparation, and execution of these Terms & Conditions; (d) having been advised that all parties have the right to consult and should consult independent counsel respecting their rights and duties under these Terms & Conditions; and (e) having had access to all such information as has been requested.
The individuals agreeing to these Terms & Conditions represent and warrant that they are competent and capable of entering into a binding contract, and that they are authorized to accept these Terms & Conditions on behalf of the Parties.
You also agree for Terms and contitions which can be accessed http://ayusmart.com/termsofuse