“You” and “We” are hereinafter collectively referred to as the "Parties" and Individually referred to as “Party”.
THESE TERMS CAPTURE THE CONDITIONS OF YOUR USE OF THE PLATFORM (AS DEFINED HEREUNDER), AND OTHER IMPORTANT LEGAL CLAUSES. BY SIGNING UP TO USE THE PLATFORM, DOWNLOADING, ACCESSING, OR INSTALLING AND USING OUR PLATFORM, YOU CONFIRM AND AGREE TO BE BOUND BY THE FOLLOWING TERMS.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT ENTITLED TO ACCESS, DOWNLOAD OR USE THE PLATFORM AND DELETE ANY VERSIONS OF THE MOBILE APPLICATION AND ANY DATA DOWNLOADED BY YOU WHILE USING THE PLATFORM.
I.As used in these Terms, the following terms shall have the meaning set forth below: "Account" means the account that the Customer or its authorized users shall be required to create by providing the information sought by us, in order to use our services and maintain your credit or debit balance Platform;
II. "Effective Date" means the Date on which you accept these Terms by clicking 'Sign Up' or "start my free trial" or "get started for free" or 'I Accept';
III. “Customer” shall include medical practitioners and health care providers who have subscribed to the Platform to avail the Services.
IV. “User” shall mean the Customer, or any person authorized by the Customer who shall be accessing the Platform to avail the Services thereon.
V. “Patient” shall mean an individual who provides its personal or medical information, directly or indirectly to us;
VI. "Patient Information" means information regarding Patients which includes personal and medical information and any other information which may be provided by Patients to you or may be transferred to you through the Platform. ;
VII. “Platform” or “Services” shall mean web-enabled software as a service Platform namely “Rescribe For Doctor” developed, owned and offered by us as an out patient, clinic, laboratories and inventory management software on a subscription basis which acts as an intermediary tool I. that enables you to avail services such as (a) organizing the patient management service (b) customized template for prescriptions and OPD records (c) enhanced patient care services (d) data safety policies (e) electronic medical records services (f) inventory management (g) LIS – Laboratory information system and (h) any other related services offered by us related to or in addition to the existing services.
VIII. "System" means the technology platform provided as part of the Platform consisting of software used or provided by us for the purpose of providing the Services to you.
i. Subject to these Terms, we grant to you and you accept a non-exclusive, non-assignable, non-transferable, limited license to have access to and to use the System and Platform for the duration of your engagement with us.
ii. The aforementioned license does not extend to: (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 contents of the Systems and the Platform or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in these Terms; (c) copy, reverse engineer, decompile or disassemble the System or the Platform, in whole or in part, or otherwise attempt to discover the source code to the software used in the System; or (d) modify the System or associated software or combine 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 license to use the System expressly granted by these Terms.
iv. Nothing herein contained shall be construed as granted to you any intellectual property rights, which includes but not limiting to copyrights, patents or trade secrets, in or to the Services or any component or part thereof except as expressly provided for hereunder.
i. Use of the Services may require compatible devices and/or operational systems, internet access, and certain software (other than those provided by us); it may require periodic updates and may be affected by the performance of these factors. The latest version of required software may be required for certain transactions or features. you agree that meeting these requirements is your responsibility.
ii. Availability of the Service. The Services, or any feature or part thereof, may not be available in all languages or in all countries and we make no representation that the Services, or any feature or part thereof, is appropriate or available for use in any particular location. you acknowledge that it is your responsibility to ensure that the use of the Services is permitted under the laws of your jurisdiction or the jurisdiction of your users.
Parties agree that in certain cases, you will commit to providing information and responses on the Platform for a specific period of time (such as a specific number of hours per day / week/ month). In such a case, while all the terms of these Terms will continue to apply to you, there may be some additional terms which will apply to you which will be agreed between Parties.
i. Verification. You agree that your receipt of Services is subject to verification by us of your identity and credentials as a Customer and to your ongoing qualification as such. As part of the registration process and at any time thereafter, you may be required to provide us with various information which shall include but not limit to your authentic photo Id proof, your medical registration details (as recognized by the Medical Council of India and your State Medical Council (“Council”)), your qualifications and other information in order to prove that you are a valid health care practitioner in the field that you claim ("Credential Information"). We may verify such Credential Information or may ask you for additional information. We may also make enquiries from third parties to verify the authenticity of your Credential Information. You authorize us to make such enquiries from such third parties, 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 our System and Services at any time if we are unable, at any time, to determine or verify your Credential Information. We reserve to right to carry out re-verification of Credential Information as and when required, and the above rights and commitments will extend to re-verification as well.
ii. Safeguards. a) you will implement and maintain appropriate administrative, physical and technical safeguards to protect the System from access, use or alteration; b)You shall be responsible to maintain and promptly update your registration data like email, phone number, which you submit to us while signing up for the Account. Failure to do so shall constitute a breach of these Terms, in which case we may at our discretion terminate or suspend these Services or your Account.c) 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. d) Access. The Customer shall be solely responsible for the acts and omissions of its authorized users and Patient Information. We shall not be liable for any loss of data or functionality caused directly or indirectly by the Patients.
iii. No Third-Party Access. you will not permit any third party to have access to the System or to use the System or the Services without Our prior written consent. You will not allow any third party to access the System or provide information to Patients / non-registered users on the Platform. 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.
i. You are solely responsible for ensuring that your use of the System and the Services complies with applicable and prevailing law. You will also ensure that your use of the System, the Platform and the Services is always in accordance with the terms of these Terms. You will not undertake or permit any unlawful use of the System or Services, or take any action that would render the operation or use of the System or Services by us.
ii. Without limiting the generality of the foregoing, you represent that you shall not use the System in violation of any applicable laws including Council’s Code of Medical Ethics Regulations or any other code of conduct governed by your Council. Notwithstanding the generality of the foregoing, you shall not use the System to: a) Interact with Patients at the time of medical emergencies. b)Discriminate in any way between appointments booked in the ordinary course and appointments booked through our Platform, System and Services. c) Boast of cases, operations, cures or remedies through System, Services or Platform. d) Directly or indirectly solicit Patients for consultation. e) Claim to be a specialist, through System, Services or Platform, unless you have a special qualification in that branch. f)Give any positive assertion or representation regarding the risk-free nature of communicating over online media.
iii. You shall keep your Credential Information updated and will inform us immediately should any portion of your Credential Information be revoked, is cancelled or expires
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. Incase you would not like to be contacted by potential users, you can send us a written communication regarding the same. We shall cease providing your reference to potential users within 48 hours of receipt of such written request.
i. All intellectual property rights in and title to the System and Services, the present or future modifications / upgradations thereof and standard enhancements thereto shall remain the property of Scorg Technologies Inc. and its licensors. These Terms or any other agreement do not and shall not transfer any ownership or proprietary interest in the System from us to you.
ii. License to Use Feedback. You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our and/or our affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of our or our affiliates’ services.
i. If you register on our Platform for a free trial/demo, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) termination by us in our sole discretion.
ii. 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 any credit balance in your Account which you may have agreed to at the time of subscription ("Non Payment State"). We reserve our right to charge additional charges ("Activation Fees") in case your Services need to be restored after being suspended for non-payment.
iii. You will pay pay us our standard service fee specified as per the subscription plan opted by you (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 and Miscellaneous Charges 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.
iv. You understand that we provide 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"). You can contact us regarding the details of such Services. We shall have the absolute right to start charging for a free Service or change the Service Fees for the Paid Services at any time, with or without notice to You. Your continued use of the System and the Platform shall be deemed to be your acceptance of such changes.
v. All our charges and fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your subscriptions hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
vi. You are responsible for any charges you incur to use the System, such as telephone charges, equipment charges, etc, and fees charged by third-party vendors of products and services
vii. We reserve to change the terms applicable to Service Fee at any point in time by giving you fifteen (15) days' prior intimation via email. The revised Service Fee 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 regards to the Service Fee.
viii. 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 thirty (30) days) and shall then be moved to non-payment state.
ix. As part of the services to Patients, we offer the Patients facility to book appointment and consultations with HCP (“Consultation(s)”). If so instructed by the HCP, Patients may have to make the payment of Consultation Fees through the Platform. The fees ( “HCP Fees”)collected by us on your behalf from Patients shall be disbursed to your bank within 45 days of the date of the completion of the Consultation for which such HCP Fees were collected. You agree that the Consultation shall be deemed to have been completed after expiry of fifteen (15) days from the date of the Consultation. For the removal of doubts, a Consultation shall be deemed to have been completed when the payee Patient has been provided the level of Consultation reasonably expected from you in consideration of the HCP Fees
x. When we collect lump sum HCP Fees for multiple Consultations which have been booked by the Patients a) you will deliver and complete all Consultations which have been booked b) the lump sum HCP Fees shall be deemed to have been delivered only after expiry of fifteen (15) days from the date of completion of the last Consultation. c) you will refund all amounts for which no Consultation has been delivered.
xii. In case, we are of the opinion that the Consultation provided by you to Patient against the HCP Fees is unsatisfactory or deficient in some way, then it reserves the right to (a) where the corresponding HCP Fees is unpaid, forfeit the said fees or (b) where the corresponding HCP Fee is paid, (i) recover the corresponding HCP Fees by adjusting the amount equivalent to HCP Fees against any future payments that may be due or (ii) make a claim of the corresponding HCP Fees on you. You agree that upon receipt to a claim from us, you will pay the amount to us within fifteen (15) days from the date of the claim.
i. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your data; our Confidential Information includes the Services; and Confidential Information of each party includes these Terms as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
ii. Parties shall treat all information received from other Party as confidential. Parties may not disclose Confidential Information to any other person, and shall not use any ConfidentialInformation except as provided herein. Except as otherwise provided in Terms and any other terms, Receiving Party shall not, without prior written consent of Disclosing Party, at any time, during or after the applicability of these Terms, 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. Parties 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... Receiving Party will promptly notify Disclosing Party in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to your attention.
iii. Parties agree that Disclosing Party, may suffer irreparable loss and/ or damage if Receiving Party fail to comply with the obligations set forth in this Section, and Receiving Party further agree that monetary damages will be inadequate to compensate for any such breach. Accordingly, in addition to any other remedies available at law or in equity, Disclosing Party be entitled to seek injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
iv. This Section will survive the termination or expiration of these Terms for any reason.
i. 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.
ii. The Services, Platform, System, 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.
iv. 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.
v. We expressly disclaim any liability for the consequences to you arising because of your use of the System or the Services. We further disclaim that we shall not be liable or responsible for any or all of your consultancy, diagnosis, prescriptions provided to the Patients or any other person by using the System/ Platform. We expressly disclaim that we shall not be liable or responsible for any of the damage or loss or injury caused to the Patients or to any other person due to the suggestions, consultation and presecriptions generated through the System/ Platform.
vi.We do not warrant that your use of the System and the Services under these terms will not violate any law or regulation applicable to You.
IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY CAUSE OF ACTION (CONTRACT, TORT OR OTHERWISE)WE BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO US BY YOU DURING THE PREVIOUS THREE (3) MONTHS AT THE TIME THE ALLEGED CLAIM AROSE, WHETHER ARISING IN A SINGLE OR MULTIPLE CAUSES OF ACTION.
You agree to indemnify, defend, and hold harmless us, our affiliates, officers, directors, sub contractors and agents, from and against any claim, cost or liability, suits, actions, proceedings, demands, damages, judgments, liabilities, and expenses (including, without limitation, reasonable attorneys' fees, expert fees and court costs and the costs of investigation and defense and settlement awards) (collectively, the "Losses") relating to, arising from, or in connection with :
i. Any breach of use of the Services, System or Platform;
ii.any breach by you of any your representations, warranties or agreements contained in these Terms or provided by you during use of our Services;
iii. the actions of any person gaining access to the System or Platform under a User ID assigned to You;
iv. the actions of anyone using a User ID, password or other unique identifier assigned to you that adversely affects the System or any information accessed through the System;
v. any bodily or mental injury or damage caused by you to the Patient in course of using our Services or Systems;
vi. any breach or violation of law.
We shall have the right to audit you during business hours and upon reasonable prior notice in order to verify that the Service and/ or System is being used in compliance with these Terms. Notwithstanding anything to the contrary contained herein, we shall be entitled to such programmes to monitor your usage of the System, in order to ensure that the Customer usage of the System is in accordance with the terms of these Terms
i. We or you may terminate our Services at any time without cause upon thirty (30) days prior written notice to you
ii. We may update or change the Services and/or the Terms and/ or the Service Fee set forth in these Terms from time to time and recommend that you review these Terms on a regular basis. You understand and agree that your continued use of the Services after the Terms has been updated or changed constitutes your acceptance of the revised Terms. Without limiting the foregoing, if we make a change to these Terms that materially affects your use of the Services, we may post notice on the Platform or notify you via email of any such change.
iii. Termination, Suspension or Amendment as a result of applicable laws - Notwithstanding anything to the contrary in these Terms , We have the right, on providing notice to You, immediately to terminate, suspend, or amend the provision of the Services 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 by either Party would cause it to be in violation of law.
iv. We may terminate the provision of Services to you through the System immediately upon notice to You: (i) if you are named as a defendant in a criminal proceeding for a violation of federal or state law; (ii) 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; or (iii) 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.
v. We may suspend your Services immediately pending your cure of any breach of these Terms, or in the event we determine in our sole discretion that access to or use of the System by you may jeopardize the System or the confidentiality, privacy, security, integrity or availability of information within the System, or that you have violated or may violate these Terms or Other Terms, 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. Our election to suspend the Services shall not waive or affect Our rights to terminate these Terms as applicable to you as permitted under these Terms.
vi. 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 Terms 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.
i. Governing Law. These Terms shall be construed and governed by the laws of India without regard to principles of conflict of laws. In the event of any dispute arising out of or in connection with the validity, interpretation or implementation of these Terms, such dispute shall be to subject to exclusive jurisdiction of the courts in Pune
ii. Disputes. The parties agree in good faith to use reasonable efforts to resolve any and all conflicts and controversies between them relating to these Terms informally and amicably between themselves before submitting any such matter for adjudication.
iii. Notices. Any notice required or permitted to be given under these Terms must be in writing and will be deemed effective: a. if given by personal delivery, upon such personal delivery; b. if given by internationally- recognized courier or mail service, at the time that the notice is delivered to the receiver's premises according to the tracking records of the courier or mail service; or c. upon delivery by facsimile or electronic transmission by verified electronic transmission receipt, in each case with a courtesy copy sent by email.
iv. Addresses. The addresses for notice for each party are the respective addresses of the parties set forth in the billing details of purchased Subscription. Either party may change its address for notice by written notification to the other party.
v. FORCE MAJEURE In the event either party is delayed or prevented from performing its obligations due to any cause beyond its reasonable control, acts of God, such delay shall be excused during the continuance of delay.
vi. ASSIGNMENT Customer shall not transfer, assign, sub-license or pledge its rights or obligations hereunder without prior written consent of Company.
vii. NO AGENCY OR PARTNERSHIP The parties are independent entities and the parties acknowledge and confirm that there is no Principal and Agent, partnership or joint venture relationship between the Parties. The Customer cannot represent, execute any agreements or give any commitment on behalf of us.
viii.GENERAL These Terms shall not be altered or modified except by a written agreement or addendum signed by authorized representatives. This Terms forms the entire agreement between the Customer and the Company.