TERMS & CONDITIONS
A. MEDIOTEK GENERAL TERMS OF SERVICE. Thank you for selecting the MedioTek Services offered by MedioTek Health Systems Private Limited or one of its Affiliates (referred as “MedioTek,” ”we,” “our,” or “us”) on this site/ App. Please review these Terms of Service (“Agreement”) thoroughly. By clicking “I AGREE,” or any such mode indicating acceptance electronically, accessing or using the Services, you (as defined infra) agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services. This Agreement is a legally binding transaction between you and MedioTek.
1.1 This Agreement describes the terms governing your use of the MedioTek online services provided to you on this site, including content, updates and new releases, (collectively, the “Services”). It includes by reference:
- MedioTek’s Privacy Statement available on this site or provided to you in writing for the Services you selected.
- Additional Terms and Conditions for the Services that you have selected, including from third parties.
- Any terms provided separately to you for the Services, including for example, or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.
1.2 An “Affiliate” means all MedioTek business entities and subsidiaries that directly or indirectly, control or are controlled by MedioTek Online Services P. Ld., or are under the common control with MedioTek Online Services P. Ld. As used in this Agreement, control means equity ownership of fifty one percent (51%) or greater interest in the voting shares held by an entity.
“MedioTek” refers to MedioTek Health Systems Private Limited, a private company incorporated under the Companies Act, 2013, India (website: https://www.vincense.com/) and any such subsidiary that is required to be formed to conduct business in the respective jurisdiction by MedioTek where the Services (defined infra) are provided.
“App.” or “Application Software” or “App. Software” means software applications provided to the Customer i.e. you, related to the Services availed online by MedioTek. This includes downloading, installation and/or usage of the software application provided to you by the device operating system, which could entail devices such as mobile, a tablet, a convertible, desktop etc. The software Applications here comprises of the following components entailing usage of wireless health monitoring systems (WHMS) of the following types viz.: a. Mobile Health monitoring solution for Hospitals/ Care Centre by means of: i. Vincense, ii. VinBand, iii. eCliniCare, and b. Mobile health monitoring solution for Retail by means of i. VitAlert, ii. Vitalytix, iii. iTakeCare, iv. VitaMetrix, v. MyMetrix. c. WebAdmin, a web-interface that will be used by the management of an Hospital/ Care Centre institution.
“Committed Offering” means the offer for Online Services as described below in Clause 2.
“Customer” means You, the entity or User referred hereinabove that has entered into this agreement and/or for availing the Services herein towards accessing the said Services (defined infra) irrespective of the category/ status that a user/ Customer had subscribed to. You by default refers to the user of the Services herein and for the sake of avoidance of doubt this includes the parent of a student (viz. the end user beneficiary) using the App. and/or the management of a hospital/ care centre (viz. the MedioTek customer) using the App. The term customer shall stand extended to the respective legal representatives, heirs, successors and assigns of the customer therein as regards the duties, responsibilities and liabilities hereto.
“License” means the rights granted by MedioTek to Customer to copy, install, use, access, display, run and/or otherwise interact with the Online Service and/or Application Software, as applicable.
“Service/s” means the services that you either as a customer, or as a person interested in availing the services of MedioTek vide the Site.
“Site” means the software application i.e. the App., website, portal, app. server to which you would have access to as in the business model of software/ app. as a service (SAAS) that may be accessed with appropriate authorisation, on payment to MedioTek.
“SLAs” means service level agreements representing commitments MedioTek makes with regard to Services/ online Services.
“Subscription” means the part of the order identifying the specific online Service being ordered and may include the quantity, type, ship-to address of any specific material or merchandise, or other information and availed through the SLA accepted by the Customer.
“You” or “Your” means the person described above as a Customer or any other legal entity or person who is contractually obliged to MedioTek by this agreement.
2. YOUR RIGHT TO USE THE APP., SERVICES AND RESTRICTIONS
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. MedioTek reserves all rights of ownership and is the absolute owner in the App. Software, the Services unless the same is granted to you by sale or other consideration expressely. As long as you meet any applicable payment obligations and comply with this Agreement, MedioTek in its discretion grants you a specific, personal, limited, non-exclusive, non-transferable License (except as expressly stated herein) to use the App. and/or the Services only for the purposes described by MedioTek on the Site.
2.2 By proceeding to avail the Services provided, You agree not to use the Services or content on this site in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by MedioTek in writing, you agree not to:
- Provide access to or give any part of the Services to any third party save those who work for you or are associated with you on a need to know basis.
- Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms etc.
- Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services in any manner.
- Attempt to access any other MedioTek systems that are not part of these Services.
- Excessively overload the MedioTek systems used to provide the Services.
- A violation by you of any terms of this Agreement could entail your right to use the Services being terminated by MedioTek in its sole discretion.
2.3 PHONE SETTINGS AND UNINSTALL PROCEDURES.
As part of the installation process of the App., you may be changing your mobile device settings. By installing the App, you agree you have approved such changes. Such changes may include, without limitation, the following:
(i) Allowing software updates of the App. once a new version is released and show notifications from the App.
(ii) Allowing MedioTek access to location-based information.
(iii) Uninstall the App, using the standard uninstall procedures offered by your device’s operating system.
2.4 You acknowledge and agree that portions of the App, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of MedioTek and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the App provided in object code or any other MedioTek products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
2.5 Any Open Source Software that may be accompanying the App is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Software. As used herein “Open Source Software” mean open source software components provided with the App that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the App. The terms of Service here does not apply to any Open Source Software accompanying the App and MedioTek hereby disclaims any and all liability to you or any third party related thereto. However where MedioTek uses third party software you agree to be bound by such Terms (T’s) and Conditions (C’s) putforth by the proprietor of such software, which will be intimated to you and by continuing to avail the Services herein it is implied that you have agreed to the same.
2.6 The software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code and all other elements of the App (the “MedioTek Materials”), are protected by copyright, trade-dress (get up), patent, and trademark laws of India and the respective other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All MedioTek Materials, including intellectual property therein are the property of MedioTek or its subsidiaries or affiliated companies and/or third-party licensors. We reserve all rights not expressly granted herein. You shall not acquire any right, title or interest to the MedioTek Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth herein.
2.7 Integration of offerings. Depending on the Services availed you can upload content with the hosted application herein with specific applications as detailed in the Site. Where you as a customer are entitled to upload information on the server, in such process of integration we allow you only to upload content on the specified server. In no event shall we be held liable or responsible for any issues relating to the content including any data loss, security or distortion to the contents so uploaded. Further you agree that the content so uploaded shall not violate any third party Intellectual Property or confidential or proprietary information including those of MedioTek. It is further agreed by you that MedioTek is fully licensed to use any of the uploaded content at its discretion.
2.8 Expansion of Services. You agree that MedioTek has the right to inform you, promote, market such products/ services in its discretion to you. You also agree that the expansion of the Services could include live video feeds being cast across networks so as to track movement and happenings.
3. SERVICE AVAILED. All the services availed through this Site (subject to clauses 7, 8 and 9 infra) is at a consideration as long as you are a Customer seeking to avail the Services herein or you i.e. a MedioTek Customer. However in the event of you deciding to advertise or provide promotional products/ services through the Services or on the Site then the same shall be for a mutually negotiated fee as will be intimated to you based on the choice of service. MedioTek will not be responsible for any liability arising out of the usage of Services of the Site.
- To MedioTek maintaining your data according to the MedioTek Privacy Statement, as part of the Services.
- To give MedioTek permission to aggregate your uploaded, non-personally identifiable account data with that of other users of the Service. By way of example, this means that MedioTek may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
- MedioTek may access or store personal information in multiple countries, that may be deemed to have inadequate protections. When you agree to these Terms of Service, you agree to this practice.
5.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Services. You grant MedioTek a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services. You agree not use the Services for any illegal, unethical purposes or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts frozen or terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. MedioTek is not responsible for the Content or data you put, upload or submit on the site. You further agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, unethical, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
- Except as otherwise permitted by MedioTek in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data etc.; and
- Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property owner.
5.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. MedioTek does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which MedioTek is not responsible.
5.3 MedioTek may freely use feedback you provide. You agree that MedioTek may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant MedioTek a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback, suggestions etc. you provide to MedioTek in any manner.
5.4 MedioTek may monitor your content from time to time. MedioTek may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect MedioTek or its customers, or operate the Services properly. MedioTek, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
5.5 You shall satisfy all of Your obligations, if any, set forth herein. Except as otherwise provided in this Agreement, You shall be responsible for: a. providing the hardware, software and materials and for providing MedioTek with the information and access to Your facility as are necessary for MedioTek to render the Service; b. the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups c. the extent that MedioTek or any third party manufacturer specifies any preventative maintenance with respect to the Services, where You shall be responsible for such maintenance.
6. ADDITIONAL TERMS YOU AGREE TO:
6.1 MedioTek does not give professional advice. MedioTek Services are only suggestive, recommendatory in their analysis and opinion and not substantial. MedioTek is not in the business of providing substantive legal, financial, accounting, healthcare, real estate or other professional services or advice of any kind. Consult the services of a competent professional when you need this type of assistance.
6.2 Other Services.
6.2.1 We may tell you about other MedioTek services. You may be offered other services, features, products, applications, online communities, or promotions provided by MedioTek (“MedioTek Valued Services”). If you decide to use any of these MedioTek Valued Services, additional terms and conditions and separate fees may apply (as detailed in clause 4 supra). You acknowledge that in accessing some MedioTek Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, costs, photographs and sales among others etc. to the Internet. You grant MedioTek permission to use information about your business and experience to help us to provide the MedioTek Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services MedioTek may provide to you in the future. You grant MedioTek permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other business entities standards. We may use your data to create, market or promote new MedioTek offerings to you and others. You also grant MedioTek permission to share or publish summary results relating to research data and to distribute or license or monetise such data to third parties without any restriction or any monies payable to you as royalty or by any other means.
6.2.2 Where You may engage us with additional services. From time to time, You may request that MedioTek provide additional or amended Services not covered herein. In such event as mentioned supra in sub-clause 7.2.1 additional terms and conditions and separate fees may apply (as detailed in clause 4 supra). The parties hereto may, but are not required to, agree to a change order for Services or in the SLA over authenticated written mails.. Such change order, if executed, will specify the Services to be provided by MedioTek and terms for such Services, including, but not limited to, price terms and other information.
6.3 We may tell you about third party products or services. Subject to the MedioTek Privacy Statement, you may be offered products or services by third parties who are not affiliated with MedioTek (“Third Party Products”) or the Services may contain links to third party sites (“Third Party Sites”) and you agree that MedioTek can use your contact information, including name and address, for the purpose of offering these products to you. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, site terms and privacy policies. You agree that the third parties, and not MedioTek, are responsible for their product’s performance and the content on their sites. MedioTek is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
6.4 Communications choices. MedioTek may be required by law to send you communications about the Services or Third Party Products. You agree that MedioTek may send these communications to you via email or by posting them on any of our sponsored sites as and when required. If you later decide that you do not want to receive future Communications electronically, please review the Privacy statement provided on the on the Services site to review your communications choices.
6.5You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password, you agree to contact MedioTek as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to: a. receive these updates automatically as part of the Services; b. that there could be a consideration payable towards availing an update or enhanced version or any other services offered herein. In connection with your use of the Software and as part of the payments if any being done You acknowledge that in accessing the Services or the MedioTek Valued Services through the Software, your account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, “Account Data”), will be by means of a third party service provider vide a pass through channel and MedioTek will not responsible for the same.
6.6 PERMITTED DISCLOSURES AND USE OF DATA.
- You acknowledge and agree that in order to provide you with access to and use of the Software and Services, MedioTek may provide your Access Information and Account Data to: (i) your employee or agent who is identified in the Registration Data as the current system administrator for the your account (the “Current Administrator”), (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by MedioTek to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software or in any subsequent communication to MedioTek (collectively, “Information Recipients”).
- General. In connection with your use of the Software and as part of the payments being done You acknowledge that in accessing the Services through the Software, your account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, “Account Data”), will be by means of a third party service provider vide a pass through channel and MedioTek will not responsible for the same.
6.7 SOFTWARE USE, STORAGE AND ACCESS & SYSTEM REQUIREMENTS.
6.7.1 MedioTek shall have the right, in its sole discretion and with reasonable notice posted on the site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time, and (ii) the number of times/ maximum duration you may access the Software in a given period of time. MedioTek reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute your acceptance of and agreement to such changes. MedioTek may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. MedioTek will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
6.7.2 To the extent that any products or materials, are to be installed by MedioTek, MedioTek shall install such products or materials. Installation dates are estimates only. You shall be responsible for preparation and maintenance of the app for such installation, including, but not limited to, providing necessary hardware/ software support, power back-ups, and any other costs if not covered as a part of this Agreement.
6.8 The parties specifically agree to:
- The MedioTek Customer is given and account vide a user login ID and password of choice. You alone have access apart from the super-admin. The access password to the said account is exclusively maintained by the MedioTek Customer (you).
- The said user login ID will be unique to you and it is agreed the same is proprietary to you.
- You understand that the said login ID will be active and accessible as long as there is no subscription dues payable to the Hospital/ care centre, and that all payments are made to the satisfaction of MedioTek. In the event of you not renewing your subscription and/or there being any overdues payable, MedioTek at its discretion may suspend access to the said account of yours, which may include access to the App. or the web interface. MedioTek subject to clause 11 (infra) reserves its right to determine the Services to you i.e. either the Hospital/ care centre institution or you the patient and/or user of the device and/or Services with or without a notice and with or without citing any reasons, where the monies outstanding exceeds a one (1) month period from the date on which the monies are due and payable.
- Towards revival of an user account login ID MedioTek is entitled to reinstatement fee as intimated to You.
7. DISCLAIMER OF WARRANTIES
7.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APP. ALERT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY THE, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. MedioTek AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF SUBSCRIPTION, PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2 APP. ALERT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. IF YOU LIVE IN THE U.S.A. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. IF YOU LIVE IN BRAZIL, OR ANY TERRITORY SUBJECT TO THE LAWS OF THE EUROPEAN UNION, INDIA, CHINA, GULF COOPERATION COUNTRIES, AUSTRALASIA THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO RESPECTIVE INTERNET LAWS IN BRAZIL, THOSE APPLICABLE TO THE E.U. MEMBER STATES, INFORMATION TECHNOLOGY LAWS ON COMPUTER MANAGEMENT NETWORKS OF INDIA, CHINA, TELECOMMUNICATION & DATA RETENTION LAWS OF AUSTRALASIA. SIMILARLY IF YOU LIVE IN ANY OTHER REGIONS NOT MENTIONED SPECIFICALLY HEREIN YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
7.3 YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. MedioTek AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
8. LIMITATION OF LIABILITY AND INDEMNITY.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE ENTIRE LIABILITY OF APP. ALERT, ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE RESTRICTED/ LIMITED ONLY TO THE AMOUNT YOU PAID IF ANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, APP. ALERT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, MALWARE, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET APP. ALERT SYSTEMS REQUIREMENTS OR GOOD BUSINESS PRACTICE REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF APP. ALERT, ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF APP. ALERT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
8.2 No Criminal Liability. The Services provided by MedioTek is a limited service and it only technically augments the safety and security mechanism, through the features provided in the App. It does not replace the need for actual physical monitoring, testing, medical diagnosis, personnel and security arrangements. MedioTek also does not have control over human and external factors and you fully agree that MedioTek is not liable for any misdemeanor/ act, deed or thing of any third person including but not limited to parents/guardian or doctors, nurses, other trained / non-trained staff/ attendants/ guardian for any mischief or criminal wrong doings and will not be liable under any circumstances. You expressly consent that MedioTek or its entities, employees or stakeholders will not be subjected for any proceeding under this sub-clause. However, MedioTek will extend all commercially reasonable assistance, if any such incident is brought to its notice.
8.3 Indemnity. You expressly agree to fully indemnify and hold MedioTek, its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred as “Claims”). MedioTek reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by MedioTek in the defense of any Claims.
9.CHANGES TO THIS AGREEMENT OR THE SERVICES.
We may change this Agreement from time to time, and the changes will be effective when posted on our site for the Services or when we notify you by other means. Please review the Agreement periodically on this site for changes. We reserve the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies etc. Your continued use of the Services after MedioTek posts or otherwise notifies you of any changes, indicates your agreement to the changes.
10.1 MedioTek may at its discretion immediately and without notice terminate this Agreement or suspend the Services/ related services/ MedioTek Valued Services provided to you, if you fail to comply with these terms or MedioTek discretion if you no longer agree to receive electronic communications (see sub clause 7.4 supra). You further agree that the Services vide this Agreement is ‘At Will’ and MedioTek reserves the right to determine any of the services without any reason. Upon termination you must immediately stop using all the Services and any outstanding payments will become due and payable. Any termination of this Agreement shall not affect MedioTek’s rights to any payments due to it. MedioTek may terminate a free account at any time with or without a notice and/or reasons cited thereto. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for any of the services provided to you. Clauses 1, 2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
10.2 Termination by User. User may notify MedioTek to cancel the subscription prior to the beginning of each Renewal Term. You as a customer may also terminate your use of any of the services provided by notifying us that you no longer wish to use the Service or related services or MedioTek Valued Services. Your rights to use the Software may be terminated by MedioTek immediately and without notice if MedioTek is unable to debit your or its agent’s Card in accordance with this Agreement. Access to the Services/ related service/ MedioTek Valued Services will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate any service herein availed, no monies paid will be refunded.
11. EXPORT RESTRICTIONS.
You acknowledge that this site, the Services, and the underlying software may include technical data subject to restrictions under export control laws and regulations administered by the region in which you are in. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons etc. detrimental to society and against Applicable Laws.
12. GOVERNING LAW AND JURISDICTION.
The laws of India governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and MedioTek agree to the exclusive jurisdiction of courts in Chennai city, India only. MedioTek does not represent that information on the site for the Services is appropriate or available for use in all countries. MedioTek prohibits accessing materials from countries or states where contents are illegal. You are accessing this site on your own initiative and you are responsible for compliance with all applicable laws.
Any translation of this Agreement is done for local requirements. In the event of a dispute between the English and a non-English version, the English version of this Agreement shall govern the terms and conditions therein. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
14.1 This Agreement is the entire agreement between you and MedioTek and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in clause 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that clause will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone (except as expressly stated herein) without the prior written approval of MedioTek. However, MedioTek may assign or transfer it without your consent to: (a) an Affiliate, (b) another company through a sale of assets by MedioTek or (c) a successor by merger. Any assignment in violation of this clause shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact MedioTek via an email to: email@example.com
14.2 Transfer of Agreement. The agreement can be transferred to another person or entity only with prior consent of MedioTek. Such transfer may be effective at the discretion of MedioTek and you agree to a further consideration and/or fee if any to effect such transfer.
14.3 Non-Disclosure, Non-Compete, Non-Solicitation. You agree not to indulge in any act, deed or thing that could be a willful disclosure of confidential and/or proprietary information or compete with the business of the MedioTek. You further agree not to solicit any staff or personnel of MedioTek whom you may interact with in providing Services to you.
14.4 Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
14.5 Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
14.6 Entire agreement. This agreement, rights entrusted, any future service level agreements (SLAs), and the pricing and payment terms available via the Services herein constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. Any amendment to this agreement is valid only if the same is expressely recorded by the parties in writing.
14.7 Survival. Provisions regarding fees, Services, restrictions on use, transfer of licenses, export restrictions, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled “Miscellaneous” will survive termination of this agreement.
14.8 Basis of Bargain. The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between MedioTek and the Customer i.e. you. Without such limitations MedioTek would not be able to provide the Software on an economic basis. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of MedioTek’s licensors.
14.9 Waiver of right to void online purchases. To the maximum extent permitted by applicable law, Customer waives its rights to void purchases under this agreement pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.