THIS IS A LEGALLY BINDING AGREEMENT between HealthKonnect India Pvt Ltd, a private limited company incorporated in India, (hereinafter referred to as “Healthkonnect”, "We" or "Us") And
You (“You” or “Your”). BY CLICKING "SIGN UP", OR BY ACCESSING OR USING THE SERVICES (Defined below), YOU ARE UNDERTAKING LEGAL OBLIGATIONS AND CONFERRING LEGAL RIGHTS. Please read this agreement carefully, and do not click "Sign up" or continue use of the Service unless you agree fully with its terms. You and we are collectively referred to as the "Parties."
"Services" means the services to which you have been granted access, which may include the Practice Management services, Electronic Health Record services, Electronic Medical Record Services and other services as may be introduced by HealthKonnect from time to time.
“Account" means credit or debit balance maintained by you in HealthKonnect in lieu of Services being provided by You.
"Materials" means, without limitation, all content such as text, information, images, audio and video available on the Site.
"Policies and Procedures" means our rules, regulations, policies and procedures for access and use of the Services, as changed from time to time and as posted electronically on our Internet web site.
"Serious Breach" means a breach of this Agreement which causes irreparable harm to HealthKonnect's business and/ or reputation.
"Site" means any of (a) www.healthkonnect.com (b) dr.healthkonnect.com
"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 with the System, paper or electronic.
"Term" means the initial term and all renewal terms of this Agreement as provided in Section 16.1.
"Workforce" means Your employees, agents, independent contractor, volunteers, trainees, and other persons.
“Administrative Rights” means the rights to administer and direct the use of a Provider’s account, including the authority to provide, request, issue, administer and limit the access rights to other User accounts issued to such Provider’s Authorized Workforce.
"Authorized Workforce" means those natural persons who are members of your Workforce who you have identified (by their legal names, and the legal names of their employers) in your account as authorized to access the Services on your behalf.
"ShareChart" means the feature of the Services through which we make Your Health Information available to other users of the Service with your consent, or make Protected Health Information of other users of the Service available to you with their consent.
"Confidential Information" means any information relating to our business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information that is treated or designated by us as confidential or proprietary, or would reasonably be viewed as confidential or as having value to our competitors. Confidential Information does not include information that we make publicly available or that becomes known to the general public other than as a result of a breach of an obligation by you. Confidential Information does not include individuals' health information.
"Consent" means consent or authorization by a user of the Services allowing us to take actions described under this Agreement, which the user of the Services may give in an electronic communication to us or by use of the features of the Services (such as "share," "transmit," "refer," "authorize," "agree" and the like).
"De-identified Health Information" means health information that has been de-identified in accordance with the provisions of the Privacy Rule.
"De-Identified Personal Information" means personal information from which a user's name and other unique identifiers have been removed, and from which the user cannot reasonably be identified.
"De-Identified Information" means De-Identified Health Information and De-Identified Personal Information.
"De-Identify" with respect to Personal Information, means to make such information into De-Identified Personal Information and with respect to health information, means to make such health information into De-Identified Health Information.
"Personal Information" means information that identifies you personally as a user of the Service, and all information concerning you and your use of the Service that is not Protected Health Information.
"Protected Health Information" has the meaning given it in the Privacy Rule.
"Your Health Information" means protected Health Information that you or your Workforce input or upload onto the Services.
"User" means you and any other user of the Services.
"User ID" means unique user identification assigned to an individual User.
"Opportunities" means Surveys, Polls, Reports or any other such schema where professional response of a User is requested.
2 Grant of Right to Use Services
2.1 We grant to you and you accept a non-exclusive, personal, non transferable, limited right to have access to and to use the Services, and a non-exclusive, personal, non transferable, limited license to use any computer software furnished by us for access to or use of the Services during the Term, subject to your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. You will not: (a) use the Services for time-sharing, rental or service bureau purposes; (b) make the Services, in whole or in part, available to any other person, entity or business; (c) copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used by the Services; or (d) modify, combine, integrate or render the Services or the associated software with any other software or services not provided or approved by us. You will obtain no rights to the Services except for the limited rights to use the Services expressly granted by this Agreement.
2.2 The Services includes certain third-party services & software, which may require that you enter into separate subscription or licensing agreements with third-party vendors. We may also make available optional services provided by third parties, such as laboratory reporting services. You agree to comply with, and upon request to execute, such agreements as may be required for the use of such services or software, and to comply with the terms of any license or other agreement relating to third-party products included in the Services or made accessible to you through the Services. Your use of the Services 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.
3 Access to Services
3.1 Verification: You agree that your use of the Services is subject to verification by us of your identity and credentials as a health care provider 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 Services at any time if we are unable at any time to determine or verify your qualifications or credentials.
3.2 Permitted Uses. Subject to the terms of this Agreement, you may use the Services for any purpose expressly permitted by applicable law.
3.2.1 You will not reproduce, publish, or distribute content in connection with the Services that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right;
3.2.2 You will comply with all applicable laws, including laws relating to maintenance of privacy, security, and confidentiality of patient and other health information and the prohibition on the use of telecommunications facilities to transmit illegal, obscene, threatening, libellous, harassing, or offensive messages, or otherwise unlawful material;
3.2.3 You will not: (a) abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information in the Services except in accordance with accepted practices; (b) using the Services in a manner that interferes with other Users' use of the Services; or (c) using the Services in any manner that violates our Policies and Procedures; (d) or use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the Services .
3.3 Clinical Support Information. We may provide information to assist you in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, as well as general health-care related information and resources. We may also provide forums for our users to exchange information. The information and materials available through this site are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. Information may be placed on our Internet site by us and by third parties beyond our control. We are not responsible for the accuracy or completeness of information available from or through our site. You are not permitted to use our site to advise, diagnose, or otherwise treat users of this site. You assume full risk and responsibility for the use of information you obtain from or through this site, and you agree that HealthKonnect is not responsible or liable for any claim, loss, or liability arising from the use of the information. We do not recommend or endorse any provider of health care or health-related products, items or services, and the appearance of materials on this site relating to any such products, items or services is not an endorsement or recommendation of them. You agree to review the definitions, functionality, and limitations of the Services, and to make an independent determination of their suitability for your use. We and our suppliers and licensors disclaim all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of the information provided by the Services for any purpose.
3.4.1 You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Services from access, use or alteration from Your Site or using a User ID assigned to you or a member of your Workforce. Such safeguards shall comply with national, state, and local requirements, including the Privacy Rule and the Security Rule. You will maintain appropriate security with regard to all personnel, Services, and administrative processes used by you or members of your Workforce to transmit, store and process electronic health information through the use of the Services.
3.4.2 You will immediately notify us of any breach or suspected breach of the security of the Services of which you become aware, or any unauthorized use or disclosure of information within or obtained from the Services, 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 the breach.
3.5 Compliance. You will comply with the terms of this Agreement, our Policies and Procedures, and all applicable laws and regulations. You will be solely responsible for the use of the Services by you and your Workforce, and shall indemnify us and hold us harmless from any claim, cost or liability arising from such use, including reasonable attorneys' fees.
3.6 User Identification. We authorize you and your Authorized 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 Authorized 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.
3.7 No Third-Party Access. Except as required by law, you will not permit any third party (other than your Authorized Workforce) to have access to the Services or to use the Services without our prior written agreement. 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 Services. You will cooperate fully with us in connection with any such demand.
3.8 Your Workforce.
3.8.1 You may permit your Authorized Workforce to use the Services on your behalf, subject to the terms of this Agreement. You will
3.8.2 obtain a unique User ID from us for each member of your Authorized Workforce;
3.8.3 Train all members of your Authorized Workforce in the requirements of this Agreement and the Policies and Procedures relating to their access to and use of the Services, and ensure that they comply with such requirements;
3.8.4 Take appropriate disciplinary action against any member of your workforce who violates the terms of this Agreement or the Policies and Procedures;
3.8.5 Ensure that only you and your Authorized Workforce access the Services from Your Site;
3.8.6 Immediately notify us of the termination of employment of any member of your Authorized Workforce, or of your withdrawal of authorization for any such person to access the Services.
3.9 Forums. 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 your receiving communications from others outside our 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.
4 Use of Information
4.1 Purpose of the Services: The purpose of the Services is to store Your Health Information and (i) to make it available to you and your Authorized Workforce; (ii) to facilitate the sharing of individuals' health information among Users, and (iii) to make health information available to your patients through the Patient portal. You may make Your Health Information accessible to other Users and to your patients through the Services for these purposes. You authorize us to use and disclose Your Health Information as follows, subject to the recipient's agreement to comply with our Policies and Procedures and with applicable laws and regulations relating to the use and disclosure of health information;
4.1.1 We will permit unrestricted access to Your Health Information to you and your Authorized Workforce.
4.1.2 We will permit access to Your Health Information to your patients.
4.1.3 We will permit access to Your Health Information by health care providers to whom you have consented to provide access to the Services.
4.1.4 We may De-Identify Your Health Information and Your Personal Information, and use and disclose De-Indentified Information as provided by Section 8 & Section 9.
4.1.5 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 law and regulation.
4.1.6 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 Services makes available.
4.1.7 We may use Your Health Information for the proper management and administration of the Services 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. Without limiting the foregoing, we may permit access to the Services by our contracted Service developers under appropriate confidentiality agreements.
4.1.8 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 patients’ 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.
4.1.9 From time to time we may incorporate information we receive from your authorized service providers or our third party partners into the Services we provide to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information and prescription history; and shall, upon incorporation into the Services, be treated as “Your Health Information” for all purposes hereunder. You hereby authorize us to request and receive such information on your behalf from such authorized service providers or our third party partners.
4.1.10 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 law.
4.2 Responsibility for Misuse by Other Users. You acknowledge that in granting access to the Services for the purposes set forth in section 4.1, 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 Services, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the Services will contain certain technical safeguards against misuse of the Services, it will rely to a substantial extent on the representations and undertakings of Users. You agree 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.
4.3 Provider Directories: We may include your Directory Information (defined below) in our (a) “Public Provider Directories,” which are electronic directories for patients and the general public; and (b) “Professional Provider Directories,” which are electronic directories for Providers and other members of the healthcare community ((a) and (b) collectively, “Provider Directories“). Provider Directories may be made available in various electronic formats, including searchable databases, Provider landing pages, interactive reference tools, and integrated look-up features, among others. Provider Directories may include a “contact” feature that allows users to contact other users directly through the Services. Our Public Provider Directory may be made available to public search engines to aid Provider discovery. Unless you inform us in writing that you wish to be excluded from the Provider Directories, we may provide your Directory Information and your patients’ reviews of your services to our third party partners who may include your Directory Information and the patient review information on their websites.
5 Compliance of Laws
5.1 You are solely responsible for ensuring that your use of the Services (including making health information available through the Services) complies with applicable law. You will not undertake or permit any unlawful use of the Services, or take any action that would render the operation or use of the Services by us or any other User unlawful. We offer no assurance that your use of the Services under the terms of this Agreement will not violate any law or regulation applicable to you.
6 Professional Responsibility
6.1 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 Services, 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 Services.
7.1 You will cooperate with us in the administration of the Services, including providing reasonable assistance in evaluating the Services and collecting and reporting data requested by us for purposes of administering the Services.
7.2 We may provide your reference to other potential Users of the Services as a referral to our Services. In case you would not like to be contacted by potential Users, you can send us a written request regarding the same. We shall cease providing your reference to potential Users within 1 month of receipt of such written request.
8 Providing Physician Data
8.1 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. Such information may include (without limitation) aggregate data concerning your patients, diagnoses, procedures, orders and the like.
9 Intellectual Property Rights
9.1 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 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 enter into this Agreement.
9.2 You agree that any information, material or work product you provide to this site, other than Your Health Information and Your Personal Information which has not been de-identified, is the exclusive property of HealthKonnect, and by submitting such content or material you assign to HealthKonnect 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 Service, and information (other than Your Health Information or Your 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 this 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 HealthKonnect 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, libellous, defamatory, obscene, pornographic, or in violation of any law.
10 Product and Service Notifications
10.1 We may place advertisements concerning the products and services of third parties on the Service, so that you see them when you use the Service. 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 Service. 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.
10.2 We may send you SMS messages and emails from time to time regarding your subscription and usage of Services. This may include transactional messages related to your continued subscription of HealthKonnect and/ or support emails and SMS messages for helping you get the best out of HealthKonnect.
10.3 HealthKonnect and its clients may present You with Opportunities for interaction with HealthKonnect 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 HealthKonnect's obligation to compensate You for such participation. Compensation for such Opportunities shall require that You are automatically returned to the HealthKonnect Site upon completion of such Opportunity and receive a confirmation message on the Site. No payments shall be made by HealthKonnect 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. HealthKonnect 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, inadequate or otherwise violate the terms of this Agreement.
HealthKonnect 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.
11 Individuals’ Right
11.1 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 Services other than Your Health Information.
12.1 You agree to indemnify, defend, and hold harmless us and other Users, and 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 Services by you or Your Workforce; (b) any breach by You or Your Workforce of any representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to the Services 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 Services or any information accessed through the Services; and (e) your negligent or wilful misconduct, or that of any member of your Workforce. Your indemnifications obligations in this Agreement (including this Section ) are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
13.1 As a user of the Services, You are liable for the accuracy of the information that You provide to us, including, but not limited to, Your personal and professional representation. Notwithstanding any other covenant in this Agreement, a breach of Representation shall result in immediate termination of your Services and invocation of the provisions of Serious Breach.
14 Disclaimer, Exclusion of Warranties, and Limitation of Liability
14.1 The Services provided by HealthKonnect or any of our licensors or providers are provided "as is," as available, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Website by any third party.
14.2 You acknowledge that access to the Services will be provided over various facilities and communications 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.
14.3 No Warranties: Access to the Services and the information contained on the Services is provided "as is" and "as available" 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 Services or the information in the Services, including inaccurate or incomplete information. it is expressly agreed that in no event shall we be liable for any special, indirect, consequential, 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 Service.
14.4 Condition for Breach: We will not be deemed to be in violation of this Agreement 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.
14.5 OTHER USERS: YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO AND USING OUR SERVICES. SUCH OTHER USERS HAVE COMMITTED TO COMPLY WITH OUR POLICIES AND PROCEDURES CONCERNING USE OF THE SERVICES; 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 SERVICE RESULTING FROM ANY USER'S ACTIONS OR FAILURES TO ACT.
14.6 UAUTHORIZED ACCESS; LOST or CORRUPT DATA: WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SERVICES OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SERVICES, 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.
14.7 LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE SIX (3) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
15 Term; Modification; Suspension; Termination
15.1 Term. The initial term of this Agreement shall commence on the date you “sign up” for the services and continue for a period of six (6) months, and thereafter until terminated as provided in this Section.
15.2 Termination upon Notice. We or you may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other Party.
15.3 Modification. We may update or change the Services and/or the terms and/ or the fees and charges set forth in this Agreement or elsewhere on our Site from time to time and recommend that you review the Agreement on a regular basis. You understand and agree that your continued use of the Services after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement. Without limiting the foregoing, if we make a change to the Agreement that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change.
15.4 Termination, Suspension or Amendment as a Result of Government Regulation - Notwithstanding anything to the contrary in this Agreement, we have the right, on notice to you, immediately to terminate, suspend, or amend this Agreement, 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; or (c) if performance of any term of this Agreement by either Party would cause it to be in violation of law.
15.5 Judicial or Administrative Procedures; Credentialing .We may terminate this Agreement immediately upon notice to you: (a) if you are named as a defendant in a criminal proceeding for a violation of law of the land or statutory law; (b) if a finding or stipulation is made or entered into that you have violated any standard or requirement of law of the land or statutory law relating to the privacy or security of health information is made in any administrative or civil proceeding; (c) you are excluded from participation in a national 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 such.
15.6 Suspension of Access. We may suspend access to the Services by you or any member of your Workforce immediately pending your cure of any breach of this Agreement, or in the event we determine in our sole discretion that access to or use of the Services by you or the member of your Workforce may jeopardize the Services or the confidentiality, privacy, security, integrity or availability of information within the Services, or that you or the member of your Workforce has violated or may violate this Agreement 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 Services 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 this Agreement as permitted under this Agreement.
15.7 Obligations after Termination. Upon termination of this Agreement, you will (i) cease all use of the Services and we may terminate your access to the Services (ii) pay the outstanding balance of any fees due to us, and (iii) Upon termination for any reason, you will remove all software provided under this Agreement from your computer Systems. Even after termination, certain obligations mentioned under covenant, Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination.
16 Applicable Law
16.1 The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of India, subject to the Court in Navi Mumbai. If any action or other proceeding is brought on or in connection with this Agreement, the venue of such action shall be exclusively in the City and Country of Navi Mumbai, India.
17.1 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 THIS AGREEMENT TO ARBITRATE, OR TO YOUR USE OF THIS SITE OR THE SERVICES OR INFORMATION TO WHICH IT GIVES ACCESS, SHALL BE DETERMINED BY ARBITRATION IN NAVI MUMBAI IN ENGLISH BY A SINGLE ARBITRATOR APPOINTED BY HEALTHKONNECT UNDER THE ARBITRATION AND CONCILIATION ACT, 1996.
18.1 This Agreement may not be assigned or transferred by you without our prior written consent.
19 Supervening Circumstances
19.1 No Party to this Agreement shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of: (a) severe weather and storms; (b) earthquakes or other natural occurrences; (c) strikes or other labor unrest; (d) power failures; (e) nuclear or other civil or military emergencies; (f) acts of legislative, judicial, executive, or administrative authorities; or (g) any other circumstances that are not within its reasonable control.
20.1 Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.
21.1 Any and all notices required or permitted under this Agreement shall be sent by Registered Post or National Courier to the address provided below or to such other and different addresses as the Parties may designate in writing. If you supply us with an electronic mail address, we may give notice by email message addressed to such address; provided that if we receive notice that the email message was not delivered, we will give the notice by Registered Post or National Courier.
HealthKonnect India Pvt Ltd, Unit 16, Bldg-1, Sec-2, MBP, Mahape,Navi Mumbai – 400710, India.
To you, at the address provided to us when you registered as a user of the Service
22.1 No term of this Agreement 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.
23 Advice of Counsel
23.1 Each Party acknowledges: (a) having fully read this Agreement in its entirety; (b) having had full opportunity to study and review this Agreement; (c) having been advised that counsel for us has acted solely on our behalf in connection with the negotiation, preparation, and execution of this Agreement; (d) having been advised that all parties have the right to consult and should consult independent counsel respecting their rights and duties under this Agreement; and (e) having had access to all such information as has been requested.
24 No Third-Party Beneficiaries
24.1 Nothing express or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
25.1 The individuals entering into this Agreement represent and warrant that they are competent and capable of entering into a binding contract, and that they are authorized to enter into this Agreement on behalf of the Parties.