Terms Conditions

THE TERMS & CONDITIONS MENTIONED HEREUNDER ARE PART AND PARCEL OF ‘TERMS & CONDITIONS (T & C)’ WHEREVER MENTIONED IN THE DOCUMENTS OF THE HEALTHSCION TECHNOLOGIES PRIVATE LIMITED INCLUDING THE ‘ESTIMATE’, ‘INVOICE’, ‘PROPOSALS’ ETC.

I further agree that:

A.The HealthScion Technologies Pvt. Ltd. (hereinafter referred to as ‘HealthScion’) is born with the belief that the healthcare information is equally crucial for both diagnostic centres and the patients. Since the healthcare system should always function irrespective of place, time or any other limitations, HealthScion has therefore created a cloud-based solution, in the form of software, always available and accessible from anywhere, anytime. This developed software not only help medical facilities in integrating their information & data management systems but also help patients in maintaining records in a secure cloud based system with ease of access. Therefore, HealthScion is the company, which developed the software having the exclusive ownership of trademark & copyright for all times to come and for all purposes. :

B.I am ‘the User(s)’ by virtue of purchase of cloud-based software being researched, created and sold by HealthScion. :

C.The User(s) desires to purchase and right to use the software developed by HealthScion. The HealthScion is willing to sell the product and permits right to use to the User(s) upon the terms and conditions set forth below: :

I further agree that I have gone through and understood the ‘Definitions’ as provided hereunder: :

1.Definitions: :

1.1“Confidential Information” means that Information of either party (‘Disclosing Party’) which is disclosed to the other party (‘Receiving Party’) under the T & C, in written form and marked “Confidential”, “Proprietary” or similar designation, or if disclosed orally, the Disclosing Party shall indicate that such information is confidential at the time of disclosure and send a written summary of such information to the Receiving Party within thirty (30) days of disclosure and mark such summary “Confidential”, ”Proprietary” or similar designation. Confidential Information shall include, but not be limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, database schema, password protections, designs, contracts, customer lists, financial information, product plans, sales and marketing plans and business information. References to a Receiving Party or a Disclosing Party shall also include all present and future subsidiary and parent companies of such party, subject to the restrictions contained in these T & C.

1.2“Cloud” means hosting and storage platform provided by ‘HealthScion’s’ web service provider.

1.3“HealthScion lab” is the name of the software (‘the Product’), the sale & right to use of which is provided under these T & C. This is a web-based software and requires no installation and is accessible through an online link and shall be confined to the features as provided in the product on the date of signing of the estimate.

1.4“Login credentials” means the specific code/password/key etc. to be given by HealthScion to the User(s) enabling the User(s) to use product.

1.5“Consent of Patient” means the consent of the patient and issuance of the unique identification code to the patient by the User(s) shall amount to be the deemed consent & confirmation of the patient with regard to use of the product, for the storage of his or her record with HealthScion on behalf of the User(s), for sending SMS as detailed in Clause 7.5.

1.6“Data” means the record of a patient & internal operation reports maintained with the product facility in the cloud.

1.7“Developer” means HealthScion i.e. HealthScion Technologies Private Limited.

1.8“Government” means the Central Government of India and for State, Government of Delhi.

1.9“Laboratory” means diagnostic clinical laboratory and/or imaging centre and includes any such laboratory running in a hospital or any healthcare organisation.

1.10“Right to Use” means the permission to use the product in terms of these T & C.

1.111“Offline Model Support” means the local installation of some part of the application with a copy of the database which will work in the absence of internet connectivity.

1.121“Offline Data” means the data stored with the help of the offline model support which also will ultimately form the part of online data stored in the cloud.

1.13“Patient” means any person visiting the laboratory for diagnostic or any other health related purpose.

1.14 “Registration” means entry of the name and/or other particulars of the patient and includes the unique ID given to every individual patient. This ID shall enable the patient and the authorized person to access the record of such patient.

1.152“Service” means the technical support provided by HealthScion during the first online connectivity of the product at the desired work station (s) of the User(s) and includes the services to be rendered by HealthScion from time to time or as per requirement to enable the smooth running of the product.

(1: Facility as in when made available).

(2: Any future service after installation shall be subject to AMC T&C).

2.Right to use:

2.1Development:

Subject to the present terms & conditions, HealthScion, pursuant to the sale of the product, hereby grants to the User(s) a limited, non-exclusive, non-transferable (except as provided in Clause 15.9 of these T & C), right to use of the product, the software. The User(s) shall have no right under these T & C to develop replica or clone of the product by any means, mode or technology. The grant of right to use is only for use of the product and not otherwise.

2.2Distribution:

The User(s) shall, in no case, have the authority under these T & C to distribute the copy, replica or clone of the product. The product is & shall always remain the exclusive intellectual property of HealthScion.

2.3 Compatibility:

The User(s) will ensure the compatibility of the product on the already installed operating systems (OS) in the computers of the User(s) or in case of need; the OS will be changed at the cost of the User(s). In any case, the User(s) shall make the product compatible with the computers of the User(s). If any hardware is required, the same shall be installed by the User(s) at its own cost. HealthScion will provide recommended configuration to run the product and it will be the responsibility of the User(s) to configure its systems with the recommended configuration.

2.4Trademark & Copyright:

The trademark & copyright is the exclusive intellectual property of HealthScion and any violation of the same shall be termed as the violation of these T & C and in such an event, HealthScion shall be entitled to take any/every appropriate legal action, including compensation, against the User(s).

2.5Delegation of Right to use:

The User(s) shall, in no case, have the right to delegate or transfer the right to use.

2.6No reverse Engineering:

The User(s) shall not reverse engineer, reverse compile or disassemble the product or otherwise attempt to derive the source code of the product. The foregoing shall not apply to such activities conducted in the ordinary course of technical support as may occur through the use of debugging tools. However, for any such problem, the authorized person of HealthScion shall be preferred. The User(s) shall make no endeavour, whatsoever, which will adversely affect the database structure stored in the cloud of the product. Any such attempt is absolutely violative of the present terms and conditions and shall attract appropriate legal action, civil and criminal, for any such misendeavour or attempt.

2.7Inspection Rights:

Subject to the present terms & conditions, in order to vouch the smooth running of the product, HealthScion shall have the right, upon reasonable advance notice, to visit the laboratory and to inspect the records and facilities of the User(s) with respect to the records maintained with the use & help of the product.

2.8No other Right to Use:

The Right to Use granted under these T & C is specifically set forth herein, and no licenses are granted by HealthScion to the User(s) by implication or estoppels.

2.9Limitations on Scope of these T & C:

Notwithstanding the other terms & conditions of these T & C, the rights granted to the User(s) under these T & C do not, and will not, include any right or license to sub-license any of the foregoing rights to any OEMs, consultants, contractors, or other third parties.

3.Delivery and Sourcing:

3.1Delivery of required Material:

Subject to vendee making available the appropriate infrastructure for the installation of the product, the implementation of the product will commence within 7 days thereafter and a training of specified period will be provided as per the mutual convenience of both the parties. The actual right to use shall start from the date of culmination of the training program.

3.2Third Party Sourcing:

Under these T & C, the User(s) shall have the right to install with the product any other equipment/material necessary for the smooth running of the product entirely at its own cost.

3.3SMS Facility:

The product has additional facility of sending automatic SMS to the patients as and when so required to remind them of their next appointment with the doctor or to send their report details and/or updates. This is done by a transactional SMS service. The procurement of the consent of patient in this regard shall be sine-qua-non for the User(s). The User(s) shall also ensure HealthScion that the User(s) shall not use the transactional SMS service for any promotional purposes. For promotional purposes separate promotional SMS service is shall be used. However, the User(s) may also use receipt, report formats to carry its own promotional offers, instructions and medical related fliers.

4. Payment Terms:

4.1Payment:

4.1.1The User(s) shall be liable to pay the cost of the product as agreed vide the final estimate signed by the User(s). The cost of product is a separate cost apart from the service provided by HealthScion. Service provided after installation shall be subject to the mandatory AMC T&C.

4.1.2The welcome SMS facility provided to the lab for communicating with its patients is free as on date but shall be chargeable as and when the policy of the HealthScion mandates so.

4.2Any Other Charge/Fees:

The User(s) agrees to pay any unforeseen expenses which may incur in future with HealthScion on account of enhanced costs of the project, incidental charges accompanied with the installation of offline model support, employing staff or technical support at the laboratory for vouching the smooth running of the product etc.

4.3Taxes:

In addition to any other payments due under these T&C, the User(s) agrees to reimburse and hold HealthScion harmless from any sales, use excise, import or export, value added or similar tax or duty, any other tax not based on HealthScion’s net income, and any governmental permit and license fees, customs fees and similar fees levied upon delivery of the product and/or services hereunder which HealthScion may incur in respect of these T&C. VAT and Service Tax as applicable.

4.4Non Payment:

Non-payment of any of the amount scheduled in the present T&C shall be treated as violation of these T&C and shall bar the User(s) from using the product immediately after receiving a notice from HealthScion in that regard.

4.5 Mode of Payment:

HealthScion shall accept the payments only by account payee cheques, demand drafts, online transfer or any other permissible mode of payment.

5.Update Responsibilities and Bug Fixes:

During the term of these T&C, HealthScion shall deliver to the User(s) all upgrades, bug fixes, modifications, enhancements and new versions of the product and other incidental material, entirely at the discretion of the HealthScion. Upon such delivery, the right to use granted to the User(s) pursuant to Clause 2 above shall be deemed to include the items delivered pursuant to this clause.

6.Support:

6.1HealthScion will provide the User(s) with a reasonable level of support by telephone, e-mail, fax or, if requested by the User(s), in person at the O/o HealthScion or the User(s) as per requirement during HealthScion’s normal business hours (9.00 am to 6.00 pm, excluding holidays) in connection with the User(s)’s use of the product. However, this service shall be subject to reimbursement by the User(s) the fees chargeable by HealthScion.

6.2HealthScion shall also provide to the User(s)’s authorized person an initial training program enabling the User(s) to smoothly operate the product. This training program will be run at the O/o the User(s) or at the designated site specified by the User(s).

6.3HealthScion will provide the User(s) with all the required technical support in relation to the first online connectivity, operation & management of the product.

7.Marketing and Publicity:

7.1Marketing:

The product is the exclusive intellectual property of HealthScion with absolute right, title, ownership & interest. The User(s) shall in no manner market the original, duplicate, clone or any other form of the product in the market or to individual/companies/associations etc. However, if any reference of the User(s) is interested in the installation (online connectivity) of the product at his/its laboratory, the User(s) shall refer/recommend the same to HealthScion for doing so.

7.2Publicity:

Neither party shall disclose the terms of these T & C to any third party, other than its financial or legal advisors and current or potential Non-corporate Investors, or make any announcements regarding the nature of the relationship between the parties without the prior approval of the other party, except that a party may disclose the terms of these T & C where required by law, provided that such party uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent available to avoid public disclosure of the terms of these T & C. A party required by law to make disclosure of the terms of these T & C will promptly notify the other party and permit the other party to review and participate in the application process seeking confidential treatment. “Non-corporate Investors” shall mean venture capital investors/funds and investment banking investors/funds.

7.3Branding:

The User(s) may use HealthScion’s Trademarks, etc. in conjunction with its own promotional material in their advertising, promotional and printed materials subject to specific mentioning of ownership, title & interest in the name of HealthScion. The User(s) shall use the Trademarks, etc. of HealthScion in an identical manner, as it’s own Trademarks, etc.

7.4Non-Solicitation:

The User(s) agrees that during the term of these T & C the User(s) will not directly or indirectly, either for itself or any other person or entity, solicit any individual who is engaged as an employee, agent or independent contractor, by HealthScion to terminate his or her employment or engagement with HealthScion and/or to become an employee, agent or independent contractor or the User(s) or such other person or entity; provided, however, that the foregoing limitation will not apply to any solicitation that occurs after such individual either (i) initiates contact with the User(s) regarding terminating his or her employment or engagement with HealthScion and/or becoming an employee, agent or independent contractor of the User(s) or such other person or entity; (ii) responds to advertisement of general circulation (including general postings on Websites) placed by, or on behalf of, the User(s) or such other person or entity regarding terminating his or her employment or engagement with HealthScion and/or becoming an employee, agent or independent contractor of the User(s) or such other person or entity. The User(s) further agrees that during the term of these T & C it will not directly solicit, either for itself, or any other person or entity, any strategic partner of HealthScion to cease doing business with HealthScion.

7.5Use:

7.5.1The User(s) shall have a limited, non-exclusive, non-transferable (except as provided in Clause 16.9) right to use only. The foregoing right to use shall survive termination of these T&C, subject to earlier termination if the User(s) breaches its confidentiality obligations with respect to the product. Upon termination of right to use under these terms and conditions, the User(s) shall forthwith promptly (i) return all materials of HealthScion within its possession, including but not limited to all copies thereof in whole and in part, to HealthScion; (ii) destroy all copies thereof, in whole and in part, residing within any computers in control of the User(s).

7.5.2Any mishandling, misuse or abuse of HealthScion clinic by the User(s) or on behalf of the User(s) shall necessarily attract consequences, legal or otherwise, thereof. The HealthScion shall not be liable or responsible for any mishandling by the User(s) or on behalf of the User(s) and the User(s) shall keep HealthScion indemnified for any such misuse, mishandling etc. by the User(s) or on behalf of the User(s). The User(s) knows that the HealthScion shall also not be liable or responsible for any misuse/abuse of any data uploaded on its account, misused/abused by hacking by stranger/third party or otherwise for the cause and reasons beyond the reasonable control of HealthScion and the User(s) shall keep HealthScion indemnified for any such misuse/abuse.

7.5.3The User(s) agrees that he has editing rights qua the data uploaded by the User(s) or on behalf of the User(s) and any editing in the data, in any manner whatsoever, shall be the sole responsibility of the User(s) with no liability of HealthScion, whatsoever. The User(s) is permitted with, by using HealthScion clinic, to share the data uploaded by him by downloading or via e-mail or otherwise.

7.5.4The User(s) also undertakes to upload/tag only such data/material, which is legally permissible under the law of the land. Any violation of this sub-clause shall necessarily attract legal consequences.

7.6Dispute Resolution:

In the event of a dispute regarding whether HealthScion has materially breached Clauses 6.1 or 7.1 of these T & C and failed to cure such breach within the applicable cure period, the parties shall submit the matter for arbitration in accordance with the provisions of the Arbitration & Conciliation Act, 1996 (for short ‘the Act’). The parties may mutually appoint sole arbitrator to resolve the issue between the parties. Failure to mutually appoint sole Arbitrator shall attract relevant provisions of the Act for the appointment of the Arbitrator. The place of sitting of the Arbitrator shall be at Delhi.

8.Proprietary Rights:

8.1Title:

The User(s) acknowledges that the product and ancillary materials, if any, are the valuable trade secrets of HealthScion. HealthScion shall be the sole and exclusive owner of the product.

8.2Proprietary Rights Notices:

The User(s) agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the product and ancillary material, if any.

8.3Governmental Restricted Rights Legend:

All technical data and computer software (the product) of HealthScion is commercial in nature and developed solely at private expense. Software is delivered as Commercial Computer Software or as a commercial item and as such is provided with only such rights as are provided in these terms and conditions for such software. Technical data is provided with limited rights only. The User(s) agrees not to remove or deface any portion of any legend or mark on such software or documentation provided pursuant to any these T & C with the Government and delivered to the User(s) under these T & C.

9.Warranty:

9.1HealthScion’s Warranty:

HealthScion warrants that the product and ancillary material, if any, is free from any defects. It shall work smoothly, without any defect whatsoever, for the entire term of these T & C. However, if even after due diligence, any problem arises; HealthScion shall address it to its optimum competence and ensure the resuming of the performance of the software within reasonable time.

9.2 The User(s) Warranty:

The User(s) shall be solely responsible for customer/patient warranty of any and all purposes under these T & C. HealthScion shall be in no way responsible or liable to the patients or other customers of the User(s).

10.Indemnification:

10.1 By HealthScion:

HealthScion, at its own expense, defend and indemnify the User(s) for damages and reasonable costs incurred in any suit, claim or proceeding brought against the User(s) for any Trademark and Copyright violations, for any information provided by HealthScion in these T & C subsequently found false or misleading.

10.2 The User(s), at its own expense, defend and indemnify HealthScion for damages and reasonable costs incurred in any suit, claim or proceeding brought against HealthScion for any acts or omissions done/observed by the User(s) contrary to the terms of these T & C, for any information provided by the User(s) in these T & C subsequently found false or misleading.

10.3 Other Indemnity:

Each party shall indemnify and defend the other against all claims, suits, losses, expenses and liabilities (including reasonable attorney’s fees) for bodily injury, personal injury, death and tangible property damage as a result of the negligence, intentional wrongful acts or omissions, misrepresentations of the indemnifying party or any person for whose actions it is legally liable, provided that the indemnifying party is promptly notified, rendered reasonable assistance by the indemnified party as required, and permitted to direct the defence or settlement negotiations.

11.Confidentiality:

11.1 Confidential Information:

Each party acknowledges that in the course of the performance of these T & C, it may obtain the Confidential Information of the other party. The Receiving Party (as defined in Clause 1.1) shall, at all times, both during the term of these T & C and thereafter for a period of three years (3) keep in confidence and trust all of the Disclosing Party’s (as defined in Clause 1.1) Confidential Information received by it (except for the source code, which shall be kept in confidence and trust in perpetuity). The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as expressly permitted under the terms of these T & C. The Receiving Party shall take all reasonable steps to prevent unauthorized disclosure or use of the Confidential Information of the Disclosing Party and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, contractors, and consultants who need access to such Confidential Information in order to effect the intent of these T & C and who have entered into confidentiality under these T & Cs which protect the Confidential Information of the Disclosing Party sufficiently to enable the Receiving Party to comply with this Clause 11.1. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information of the Disclosing Party.The Receiving Party agrees to remedy such unauthorized use or disclosure of its Confidential Information.

11.2 Exceptions to Confidential Information:

The obligations set forth in Clause 11.1 shall not apply to the extent that the Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the part of the Receiving Party, in the public domain; (b) known to the Receiving Party without an obligation of confidentiality at the time the Receiving Party receives the same from the Disclosing Party, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Nothing in these T & C shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

11.3 The product Source Code Restrictions:

Except as permitted in these T & C, the User(s) shall not use, make, have made, distribute or disclose any copies of the source code, password etc. of the product software, in whole or in part, or the information contained therein without the prior written authorization of HealthScion. The User(s) shall inform its employees having access to such source code of limitations, duties and obligations of the User(s) regarding non-disclosure and copying of such source code.

12.Limitation of Liability:

EXCEPT FOR LIABILITY FOR BREACH OF CLAUSE 12 (CONFIDENTIALITY) AND EXCEPT AS SPECIFICALLY PROVIDED IN CLAUSE 11 (INDEMNIFICATION): (A) NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THESE T & C, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGNECE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF A PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL HEALTHSCION’S LIABILITY UNDER THESE T & C EXCEED THE AMOUNTS PAID BY THE USER(S) TO HEALTHSCION UNDER THESE T & C.

13.Non-Exclusive Property of HealthScion:

The associated purpose of collecting & managing the data is to enable HealthScion to use it for research & analysis purposes. Therefore, the data shall be retained with HealthScion and shall be the non-exclusive property of HealthScion. The retaining of such data ensures the security & safety of such data which otherwise may not be possible with the User(s). The retaining will also enable the User(s) access the data of its patients in the event of any eventuality or mis-happening with the data at the laboratory. The HealthScion ensures the User(s) that such data shall not be shared, distributed or misused in any way and it shall only be used for research, analysis & promotional purposes. This data shall be used keeping confidential the personal information of the patients.

14.Term & Termination:

14.1 Term:

I understand and agree that these T & C shall be effective immediately with my first attempt to access the product.

14.2 Termination due to Bankruptcy, etc.:

In the event, a party: (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which such party fails to have released within 30 days after filing; (iii) proposes any dissolution, composition or financial reorganization with creditors or if a receiver, trusty, custodian or similar agent is appointed or takes possession w.r.t. all or substantially all property or business of such party; or (iv) such party makes a general assignment for the benefit of the creditors, the other party may terminate these T & C by giving a termination notice, which termination shall become effective 10 days after mailing.

14.3 Right to Terminate:

Either party shall have the right to terminate these T & C if the other party is in material breach of any term or condition of these T & C and fails to remedy such breach within 30 days after receipt of written notice of such breach given by the non-breaching party. “Non-payment clause” forms the material T&C.

14.4 Effect of Termination:

Upon the termination or expiration of these T & C: (i) the right to use and other provisions of these T & C shall be terminated and the User(s) shall discontinue the use of the product and all the materials, whatsoever, in the possession of the User(s) shall be returned to HealthScion forthwith except as specified in this Clause 15; (ii) the User(s)’s obligation to pay all sums due hereunder shall be accelerated and all such sums shall be due and payable within 30 days from the date of such termination or expiration; and (iii) the Receiving Party shall, within 15 days of receipt of a written request by the Disclosing Party to do so, return to the Disclosing Party any and all confidential materials in the Receiving Party’s possession which had been furnished to the Receiving Party by the Disclosing Party pursuant to these T & C, and the Receiving Party shall warrant in writing to the Disclosing Party within 30 days after termination or expiration that all such materials have been returned to the Disclosing Party.

14.4.1In the event of termination or expiration of these T & C for whatever reason, HealthScion shall have the right to retain the patient data for enabling the patients to access the data anytime in future from anywhere in the world. The User(s) will also have the right to seek information about its patients from HealthScion in future and on such request, subject to just & reasonable conditions, HealthScion will provide the information of the patient of the User(s) retained by it during the term of these T & C.

14.5 Survival:

Neither the termination or expiration of these T & C shall relieve either party from its obligations to pay the other any sums accrued hereunder. The parties agree that their respective rights, obligations and duties under Clause 4 (Royalties, Fees and Reports), 5.4 (Taxes), 8.2 (Publicity), 9 (Proprietary Rights), 10 (Warranty), 11 (Indemnification), 12 (Confidentiality), 13 (Limitation of Liability), 14 (Export Regulations), 15 (Term & Termination) and 16 (Miscellaneous), as well as any rights, obligations and duties which by their nature extend beyond the termination or expiration of these T & C shall survive any termination or expiration and remain in effect for a period specified in these T & C.

15.Miscellaneous:

15.1 Notices:

Any notice provided for or permitted under these T & C will be treated as having been given when (a) delivered personally, (b) sent by confirmed telex or fax, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at last known address or at such other place of which the other party has been notified in accordance with the provisions of this Clause 16.1. Such notice will be treated as having been received upon the earlier or actual receipt or 5 days after posting.

15.2 Amendment: Waiver:

These T & C may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver, of, a breach by either party, whether expressed or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

15.3 Severability:

If any provision of these T & C is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

15.4 Governing Law:

These T & C shall be governed by and construed under the laws as applicable in India and for State purposes, as applicable in Delhi. The parties agree that the United Nation Convention on Contracts for International Sale of Goods is specifically excluded from application to these T & C.

15.5 Choice of Forum:

The parties hereby submit to the jurisdiction of Delhi and waive any venue objections against any other place of jurisdiction in any litigation arising out of these T & C.

15.6 Injunctive Relief:

The copying, disclosure, or use of the product in a manner inconsistent with any provision of these T & C may cause irreparable injury to HealthScion for which HealthScion may not have an adequate remedy at law. HealthScion may be entitled to equitable relief in Court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions.

15.7 Attorney’s Fees:

In any action to enforce these T & C, the prevailing party shall be awarded all Court costs and reasonable Attorney’s Fees incurred, including such costs and Attorney’s Fees incurred in enforcing and collecting any judgment.

15.8 Force Majeure:

Except for the payment of money, neither party will be liable for any failure or delay in performance under these T & C due to fire, explosion, earth-quake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, or instructions of Government or other Public Authorities, or judgment or decree of a Court of competent jurisdiction (not arising out of breach by such party of these T & C) or any other event beyond the reasonable control of the party whose performance is to be excused.

15.9 Assignment:

HealthScion may assign these T & C without restriction, provided the assignee agrees in writing to be bound by the terms of these T & C. The User(s) may not assign these T & C, whether by operation of law or otherwise. These T & C will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.10 Relationship of the Parties:

The parties to these T & C are independent contractors. There is no relationship of Agency, Partnership, Joint-Venture, Employment, or Franchisee between the parties. Neither has the authority to bind the other or to incur any obligation on its behalf.

15.11 Allocation of Risk:

The Clauses on limitation of liability, warranties and disclaimer of warranties allocate the risks in these T & C between the parties. This allocation is an essential element of the basis of the bargain between the parties.

The use of the product services are operated and provided by HealthScion Technologies Private Limited, A-31 , Sector 4, Noida – 201301. If you have any questions about these Terms, please contact us at support@healthscion.com