SERVICE PROVIDERS AGREEMENT

This is a legal agreement (hereinafter “Agreement”) between You (hereinafter “Service Provider”, as defined below) and GDART Online Services Private Limited, a Company registered in India within the meaning of the Companies Act, 1956 having its registered office at House No 386, Sector-46, Faridabad, Haryana, 121001, (hereinafter “Medigency”);  Whereas GDART Online Services Private Limited is the absolute owner of all Medigency softwares, mobile apps, web apps, website and dashboard.

 

These "Terms of Use" as hereinafter appearing are published in accordance with the provisions laid down under Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 and the same constitutes “Electronic Record” within the meaning of Section 2(t) of the Information Technology Act, 2000 and the Rules framed thereunder. These Terms Of Use are also governed by all applicable laws including but not limited to Indian Contract Act, 1872. This Agreement being an electronic record does not require any signature.

 

And Medigency and the Service Provider may be referred to individually as a "Party" and jointly as "Parties", wherever the context so admits.

 

1. Definitions:

In addition to any terms defined in the text of this Agreement, unless there is anything in the subject or context inconsistent therewith, the expressions listed below shall have the following meanings:

1.1 Service Provider - Businesses, institutions, establishments and organisations engaged in the medical and healthcare practices and/or services including but not limited to licensed pharmacies or in-hospital pharmacies, licensed medical diagnostic centres or in-hospital diagnostic centres and licensed hospitals or clinics that are employing, contracting, associating with licensed medical and healthcare personnel including but not limited to doctors, nurses, midwives, paramedics and other individuals such as ambulance drivers. Unless otherwise required, reference to the term Service Provider shall include reference to term Responders and all the obligations of the Service Provider shall also be required to observed and performed by the Responders as an Agent of Service Provider. All users of the Software are together termed as (“Service Provider”or “You” or “Your”).

1.2 End Users - Any member of the public requiring medical or health services, including but not limiting to, an ambulance service, medicines, healthcare goods, medical diagnostic tests or otherwise searching for a hospital, diagnostic centre or a pharmacy on the Medigency End Users Application. End Users also include, not limiting to, individuals who will install or visit and click on sign up in the Medigency End Users Application.

1.3 Agreement - Legal contract between Medigency and Service Provider including its Responders, mentioning the Terms Of Use.

1.4 Terms Of Use - All terms, conditions and clauses written in this agreement, in conjunction with the applicable Indian Laws.

1.5 Software - Proprietary mobile and web applications authored, created and published by Medigency to be used by Service Providers and it’s Responders looking for web and app based medical emergency services management. The Software (requires active internet connection to work) includes - (i) a cloud platform or dashboard which can be accessed by the Service Providers through the weblink ‘dashboard.medigency.in’ via a web browser in a desktop personal computer, laptop, or a smart phone; and (ii) mobile application for the Responders which can be downloaded as a native mobile application running on platforms such as, including but not limited to, (not necessarily available on all platforms) iOS, Android, Windows, Blackberry, Tizen and any derivatives or any other platforms in a smart phone.

1.6 Responders - Any individual or a group of people, including but not limiting to employee, associate, consultant, intern, partner company who uses the Software or are in any way associated to the Service Provider that has subscribed to the Software and the subscribing Service Provider has authorised, explicitly or implicitly, to use the Software. The Responders are the personnel (for example - ambulance drivers) who shall be assigned a service request by it’s employer (hospital or independent ambulance service provider) and they shall respond to fulfil the service of the End Users. All Responders and users of the Software are together also termed as (“You” or “Your”).

 

1.7 Medigency Software Fees - The monetary fees (in INR) to be given by the Service Provider to Medigency for using the Software.

 

1.8 Medigency Service Fees - The monetary amount (in INR) to be given by the Service Provider to Medigency when the End Users through “Medigency End Users Application” avail a service provided by the Service Provider. In addition to as defined above, the monetary amount (in INR) to be given by the Service Provider to Medigency when Medigency provides End User’s contact details to the Service Provider (via phone, text, email, in verbal or in written) requiring the Service Provider’s service. The Medigency Service Fees shall be calculated as a mutually decided percentage of the total or final amount charged to the End User.

 

1.9 Medigency End Users Fees - The monetary amount (in INR) to be given by the End Users to Medigency such as, not limiting to, the delivery charge or convenience fee, for using the Medigency End Users Application or using a service or buying a product through the Medigency End Users Application.

 

1.10 Medigency End Users Application - The mobile application and website authored, developed and published by Medigency for the use of the End Users to avail the services aggregated by Medigency and being provided by the Service Provider.

 

1.11 Medical Protocol - means the treatment plans and guidelines prescribed or recommended by governing medical law and ethics from time to time.

 

1.12 Applicable Law - shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any governmental authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or at any time thereafter. Without limitation the term Applicable Law shall include the rules, guidelines, code of conduct, notifications, circulars, orders issued by the Regulatory Agency from time to time.

 

1.13 Agent - means agents, professional advisers, contractors, sub-contractors of either Party duly authorised to act for and on behalf of the Party.

 

1.14 IPR or Intellectual Property Rights - means patents, trade and service marks (whether or not registered), registered and unregistered design rights and applications and rights to apply for any of the foregoing; know how; copyrights and topography rights; data base rights; trade, business, company names, get-up, logos, slogans, internet domain names and e-mail addresses, and information technology; formulae, inventions, rights under licenses, consents, orders, statutes or otherwise in relation to any of the foregoing and all rights and forms of protection of a similar or analogous nature or having similar effect to any of the foregoing anywhere in the world, which now or in the future may subsist including the right to sue for past infringements of any of the foregoing rights.

 

1.15 Personal Data - shall mean the data or the Sensitive Personal Data, whether true or not, about an individual who can be identified from that data or from that data and other information to which the Service Provider and/or Responders has or is likely to have access, and includes any expression of opinion about the individual and any indication of the intentions of the Service Provider and/or Responders or any other person in respect of the individual.

 

1.16 Personal Health Information - means protected physical or mental health information including demographic information, medical history, test and laboratory results, insurance information and other data that Service Provider and/or its Responders collects to determine appropriate care.

 

1.17 Sensitive Personal Data - means information related to (a) racial or ethnic origin; (b) political opinions; (c) religious or other similar beliefs; (d) membership of trade unions; (e) Personal Health Information; (f) sexual life; and (g) convictions, proceedings and criminal acts.

 

1.18 Confidential Information - means Personal Health Information of the End Users and information relating to Medigency and/or the End Users, whether oral or written which is made available to the Service Provider and/or the Responders by Medigency or through the access of the Software and any other information which is otherwise made available by Medigency to the Service Provider and/or the Responders, whether before, on or after the date of this Agreement, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:

 

1.18.1 is publicly available at the time of its disclosure or becomes publicly available; or

1.18.2 was lawfully in the possession of the Service Provider and/or the Responders free of any restriction as to it’s use or disclosure prior to its being so disclosed; or

1.18.3 following such disclosure, becomes available to the Service Provider and/or the Responders from a source other than Medigency, which source is not bound by any duty of confidentiality owed, directly or indirectly in relation to such information;

1.18.4 is independently developed by the Service Provider and/or the Responders; or

1.18.5 is required to be disclosed under any relevant law, regulation or order of court, provided Medigency is given prior notice of such requirement or such order and wherever permitted) provided the opportunity to contest it.

 

1.19 Data Protection Legislation - means all legislation and regulations relating to the protection of Personal Data and processing, storage, usage, collection and/or application of personal Data or privacy of an individual including (without limitation)

the Indian Information Technology Act, 2000 and its rules;

guidelines issued by the Regulatory

 

1.20 Due Diligence Documents - shall mean the due diligence documents collected or requested by Medigency from the Service Provider and the Responders from time to time.

 

1.21 Regulatory Agency - means a regulatory authority, regulatory body or regulator which is a public authority or government agency or a group of professionals responsible for exercising autonomous authority over some area of human activity in a regulatory or self-regulatory or supervisory capacity.

 

1.22 Sublicense - means a revocable, non-exclusive, non-transferable, non-sub licensable (except permitted herein) limited use license to respond to the End Users in accordance with the terms of this Agreement.

1.23 Pharmacy Service Provider - means an individual (Community Pharmacist/ Hospital Pharmacist/ Clinical Pharmacist/ Drug information Pharmacist) currently licensed, registered or otherwise authorised under the Pharmacy Act, 1948 to counsel or otherwise and administer drugs in the course of professional practice.

 

1.24 Registered Pharmacist - means a person whose name is for the time being entered in the register of the State in which he is for the time being residing or carrying on his profession or business of pharmacy under the Pharmacy Act, 1948.

 

1.25 Prescription - means a written or electronic direction from a Registered Medical Service Provider or other properly licensed Service Provider such as Dentist, Veterinarian, etc. to a Pharmacist to compound and dispense a specific type and quantity of preparation or prefabricated drug to a patient

Acknowledgement

By using the Software, You agree that You have read and understood these Terms of Use and You agree to be bound by these Terms of Use and use this “Software” in compliance with these Terms of Use. Please read these Terms Of Use carefully, If You do not agree to be bound by (or cannot comply with) any of the Terms Of Use, then do not complete the online registration process, do not click on ‘I Accept The Terms And Conditions’ in the sign up and do not attempt to use the Software. Any violation of these Terms of Use may result in legal liability upon You. Nothing in these Terms of Use should be construed to confer any rights to any third party or any other person. Your use of the Software means You are consenting to this Agreement. It is understood that the Software provided to the Service Provider by Medigency is only a digital tool which is used by the Service Provider within the bounds of the Terms Of Use mentioned in this Agreement and Applicable Indian Law. Medigency and any of its directors, agents, officers and employees are completely indemnified from and against any action liability, penalty, prosecution, notices, fines, investigations, cost, charges, expenses, damages or claims arising out of (i) any medical negligence from the Service Provider and/or Responders; (ii) any disputes between the End Users and the Service Provider and/or Responders; (iii) any medical negligence or monetary dispute between the Service Provider or Responders and End Users because of any delay, disruption, error, non-functionality in the software performance or working; (iv) any medical negligence or monetary dispute with the End Users because of delay in response, and wrong or incorrect Software usage by the Service Provider and/or Responders.

The Service Provider agrees to and confirms that Medigency is only an aggregator that provides a technology platform used as a medium for End Users to avail services provided by Service Provider and the Service Provider shall alone be liable and responsible for all services related issues, discrepancies, medical negligence, (including but not limiting to incorrect medical consultation, wrong delivery of medicines, incorrect medical diagnosis, incorrect medical treatment, or incorrect test reports) arising out of the services provided by the Service Provider.

For any communication the Service Provider can contact Medigency via the email address support@medigency.in.

2. The Sub License Terms:

2.1 Access and use of Software on Your electronic device will be solely in connection with the of use of the Software as a Service Provider or Responders. The Service Provider shall not modify, adapt, translate, or create derivative works based upon the Software.

2.2 The Service Provider shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. Service Provider can not license, sublicense and/or contract, subcontract the Software or share its password to any third party whatsoever.

2.3 Medigency reserves the right to modify the Terms Of Use at any time without giving You any prior notice. Your use of the Software following any such modification constitutes Your agreement to follow and be bound by the Terms of Use as modified. You acknowledge that You will be bound by this Agreement for using the Software. Medigency shall notify the Service Provider when Terms Of Use are modified or changed by the way of sending a post or e-mail.

2.4 Multiple Users are not permitted to share the same/single log­in.

 

2.5 These Terms of Use will also be applicable to users, including but not limited to Responders, who access the Software using native mobile applications published by Medigency.

 

2.6 By registering to the Software, and/or accepting this Agreement, and/or completing the sign-up process online for the Software You represent and warrant to Medigency that You are 18 years of age or older, and that You have the right, authority and capacity to execute this agreement on behalf of the Service Provider and confirm to use the Software within the Terms Of Use of this Agreement and agree to and abide by this Agreement. You also represent and warrant that You are not a person barred from receiving the Software under the laws of India or other countries including the country in which You are resident or from which You use the Software.

 

2.7 Medigency makes no express or implied representations or warranties about its Software and disclaims any implied warranties, including, but not limited to, warranties or implied warranties of merchantability or fitness for a particular purpose or use or non­-infringement. Medigency does not authorise anyone to make a warranty on Medigency’s behalf and You may not rely on any such statement of warranty as a warranty by Medigency.

 

2.8 Medigency may seek recourse against the Service Provider and/or Responders for any violation of the terms of this Agreement.

 

2.9 Medigency reserves the right to add new functionality, remove existing functionality, and modify any functionality to its Software as and when it deems fit, and make any such changes available in newer versions of its Software or native mobile application or all of these at its discretion. Service Providers using the Software will be duly notified upon release of such newer versions and Medigency reserves the right to automatically upgrade all users to the latest version of its Software as and when it deems fit.

 

2.10 Medigency may offer at its discretion, a free trial of its Software for a specified time period. Users of the Software during the trial period are bound by the terms of this Agreement and any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions. Any data that the Service Provider enters into the Software, and any customisations made to the Software by Service Provider, or Responders of Service Provider, or for End Users during Service Provider’s free trial can be permanently lost at the expiry of the specified time period unless the Service Provider renews/upgrades its subscription to one of the plan. Medigency does not provide any warranty during the trial period.

 

2.11 Subject to compliance of the terms of this Agreement for the Service Provider and/or its Responders, Medigency grants You a Sub License to: (a) access and use the Software on Your device solely in connection with use of the Software as a Service Provider or Responders; and (b) access and use any content, information and related materials that may be made available through the Software, in each case solely for Your use to provide the service to the End User. Medigency reserves any rights not expressly granted herein.

 

2.12 The Service Provider shall not use the Software with any application or device that circumvents technological measures for the protection of video, audio, and/or data content, including any of security measures. No right or license to use Software is granted for such prohibited uses.

 

2.13 The Service Provider will not integrate or use the Software with any plug-in application or software not developed in accordance with Medigency permissions.

 

2.14 Third Party Offerings: The Software may allow You to access and interoperate with third party content, applications, and data services, including rich internet applications ("Third Party Offerings"). Your access to and use of any Third Party Offerings, including any goods, services, or information, is governed by the terms and conditions respecting such offerings and copyright laws of the India and other countries. Third Party Offerings are not owned or provided by Medigency. You agree that You will not use any of such Third Party Offerings in violation of copyright laws of India or other countries. Medigency or the third party may at any time, for any reason, modify or discontinue the availability of any Third Party Offerings. Medigency does not control, endorse, or accept responsibility for Third Party Offerings. Any dealings between You and any third party in connection with a Third Party Offerings, including such party's privacy policies and use of Your personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. Third Party Offerings might not be available in all languages or to residents of all countries.

 

2.15 Notwithstanding what is contained in this Agreement, the Service Provider acknowledges that this is an exclusive Agreement with Medigency,

3. Disclaimer:

THE SOFTWARE AND OTHER INFORMATION IS DELIVERED TO YOU "AS IS" AND WITH ALL FAULTS. MEDIGENCY, ITS SUPPLIERS AND CERTIFICATION AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, MEDIGENCY AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NOTHING SHALL IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.

4. Service Provider hereby represents and warrants itself and its Responders on its behalf as follows:

4.1 That Service Provider has the full right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and that those obligations shall be binding without the approval of any other person or entity. Any signatories and/or any individual registering to the Software, and/or agreeing and accepting this Agreement on behalf of the Service Provider represents and warrants that he/she has full right, power, legal capacity and authority to agree and accept this Agreement on behalf of that Service Provider.

4.2 There are no claims, investigations or proceedings before any court, tribunal or governmental authority in progress or pending against or relating to the Service Provider and/or Responders.

4.3 There are no claims, investigations or proceedings before any court, tribunal or governmental authority in progress or pending against or relating to the Service Provider, which could reasonably be expected to prevent the Service Provider from fulfilling its obligations set out in this Agreement or arising from this Agreement.

4.4 That Service Provider has obtained all requisite governmental approvals and has all necessary licenses that are required for carrying out their respective business activities pursuant to the Applicable Law. The approvals and licenses are valid in full force and effect and will be renewed in time before expiry. Medigency is not liable for any false information and/or document provided by Service Provider and/or its Responders at any point of time whatsoever, including but not limiting to, at the time of registration.

4.5 No immunity: Neither the Service Provider nor its assets is entitled to immunity from suit, execution, attachment or other legal process in its jurisdiction of incorporation.

4.6 The Service Provider has duly and punctually paid all applicable tax and is under no liability to pay any penalty, fine, surcharge or interest to any tax authority in connection with any claim for tax and has not paid any tax which it was and is not properly due to pay. The Service Provider is liable to pay it’s own taxes during the term of this agreement and after the termination of this agreement.

 

4.7 The execution, delivery and performance by the Service Provider of this Agreement and the compliance by it with the terms and provisions hereof is published in compliance of, and is governed by the provisions of Indian law and does not and will not:

 

4.7.1 contravene any provision of any Applicable Law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality to which it is subject; or

 

4.7.2 conflict with or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party or by which it or any of its property or assets including its shareholding in any entity is bound or to which it may be subject; or

 

4.7.3 violate any provision of its memorandum and articles of association or any other similar constitutional documents.

4.8 Service Provider on continuous basis represents and warrants and confirms that the documents submitted to Medigency of any nature including those of its Responders are true, valid and correct and the contents of those documents are true, valid and correct.

5. Listing Policy:

5.1 Listing of Service Providers, their services, their location and address, their profiles and contact details, will be made available to the End Users by displaying the information on Medigency End Users Application.

 

5.2 Medigency, directly and indirectly, collects information regarding the Service Provider’s profiles, contact details, and practice. Medigency reserves the right to take down any Service Provider’s profile as well as the right to display the profile of the Service Providers, with or without notice to the concerned Service Provider. This information is collected for the purpose of facilitating interaction with the End Users. If any information displayed on the Medigency End Users Application in connection with You and Your profile is found to be incorrect, you are required to inform Medigency immediately to enable Medigency to make the necessary amendments.

 

5.3 Medigency shall not be liable and responsible for the ranking of the Service Provider on external websites and search engines

 

5.4 Medigency shall not be responsible or liable in any manner to the Service Providers for any losses, damage, injuries or expenses incurred by the Service Providers as a result of any disclosures or publications made by Medigency, where the Service Provider has expressly or implicitly consented to the making of disclosures or publications by Medigency. If the Service Provider had revoked such consent under the terms of the Privacy Policy, then Medigency shall not be responsible or liable in any manner to the Service Provider for any losses, damage, injuries or expenses incurred by the Service Provider as a result of any disclosures made by Medigency prior to its actual receipt of such revocation.

 

5.5 Medigency reserves the right to moderate the suggestions made by the Service Providers through feedback and the right to remove any abusive or inappropriate or promotional content added on the Medigency Software or Medigency End Users Application. However, Medigency shall not be liable if any inactive, inaccurate, fraudulent, or non- existent profiles of Service Provider are added to the Medigency End Users Application.

    

5.6 Service Providers explicitly agree that Medigency reserves the right to publish the content provided by Service Providers to a third party including content platforms.

 

5.7 When you are listed on Medigency End Users Application, End Users may see a ‘Call’ option. When End Users choose this option, they choose to call or see your number. This call or number may or may not be through a free telephony service provided by Medigency, and providing the free telephony service is at the sole discretion of Medigency. For the times the free telephony service is provided, the records of such calls made by the End Users are recorded and stored in Medigency’s servers. Such call will have an IVR message stating the purpose of recording your calls and your consent to such recordings which are dealt with as per the Privacy Policy. Such records may be accessed by Medigency for quality control and support related purposes and are dealt with only in accordance with the terms of the Privacy Policy. Such call facility provided to End Users and to You by Medigency should not be used for consultation on health-related issues. Medigency accepts no liability if the call facility is not used in accordance with the foregoing. In case You choose to not provide your consent to recording your calls that may have personal information, Medigency reserves the right to not provide the services for which such personal information is sought.

 

5.8 You as a Service Provider hereby represent and warrant that you will use the services in accordance with applicable law. Any contravention of applicable law as a result of your use of these services is Your sole responsibility, and Medigency accepts no liability for the same.

 

5.9 Service Provider agrees and confirms that Medigency and the Service Provider can use each other’s brand logo and brand name for the sole purpose to symbolise a working partnership and to signify that the Service Provider is registered with Medigency; and that the Service Provider is listed on Medigency End Users Application.

 

5.10 By agreeing to list Your services and profile of Medigency End Users Application, You confirm that all information, such as, including but not limited to, contact number, email address, business location address, establishment address, company name, brand name and brand logo are lawfully Yours and are true and accurate. You also confirm that You have all the necessary licenses and approvals by the concerned law authorities and governing bodies to carry out the business activities and services You are registering and listing for, on Medigency Software and Medigency End Users Application.

 

5.11 Medigency ensures easy access to the Service Providers by providing a tool to update Your profile information. Medigency reserves the right of ownership of all the Service Provider’s profile and photographs and to moderate the changes or updates requested by Service Provider. However, Medigency takes the independent decision whether to publish or reject the requests submitted for the respective changes or updates. You hereby represent and warrant that You are fully entitled under law to upload all content uploaded by You as part of Your profile or otherwise while using Medigency’s services, and that no such content breaches any third party rights, including intellectual property rights. Upon becoming aware of a breach of the foregoing representation, Medigency may modify or delete parts of your profile information at its sole discretion with or without notice to you.

 

5.12 Medigency does not take responsibility for reviews and feedbacks and its role with respect to reviews and feedbacks is restricted to that of an ‘intermediary’ under the Information Technology Act, 2000.

 

5.13 Medigency reserves the right to collect reviews and feedbacks for all the Service Providers listed on the Medigency End Users Application.

 

5.14 Medigency shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all reviews and feedbacks, except as required by applicable law.

 

5.15 You understand that by listing Your services on Medigency End Users Application  You may be exposed to reviews and feedbacks or other content that You may find offensive or objectionable. Medigency shall not be liable for any effect on Service Provider’s business due to reviews and feedbacks of a negative nature. In these respects, You may use the Software and list your services at your own risk. Medigency however, as an ‘intermediary, takes steps as required to comply with applicable law as regards the publication of reviews and feedbacks.

 

5.16 Medigency will take down information under standards consistent with applicable law, and shall in no circumstances be liable or responsible for reviews and feedbacks, which has been created by the End Users.

 

5.17 If Medigency determines that You have provided inaccurate information or enabled fraudulent feedback, Medigency reserves the right to immediately suspend any of Your accounts with Medigency and makes such declaration on the Medigency End Users Application alongside Your name as determined by Medigency for the protection of its business and in the interests of End Users.

5.18 Service Provider understands that, Medigency shall not be liable, under any event, for any comments or feedback given by any of the End Users in relation to the services provided by Service Provider. The option of publishing or modifying or moderating or masking (where required by law or norm etc.) the feedback provided by End Users shall be solely at the discretion of Medigency.

6. Sale of Pharmaceutical (Prescription & Non-prescription medicines) And Healthcare Goods

6.1 Prescription & non-prescription medicines and healthcare goods (“Pharmacy Products”) shall be sold by the Service Provider within the bounds of Pharmacy Act, 1948 and Pharmacy Practice Regulations, 2015.

 

6.2 The authenticity and genuineness of the Pharmacy Goods that shall be made available by the Service Provider through the Medigency End Users Application shall be the sole responsibility of the Service Provider.

 

6.3 You agree and acknowledge that the ownership of the inventory of such Pharmacy Goods shall always vest with You, and you are the ultimate sellers and not Medigency.

 

6.4 You agree and acknowledge that the You shall be solely responsible for any claim/ liability/ damages that may arise in the event it is discovered that You do not have the sole and exclusive legal ownership over the Pharmacy Goods that have been offered for sale on the Medigency End Users Application by You, or did not have the absolute right, title and authority to deal in and offer for sale such Pharmacy Goods on the Medigency End Users Application.

 

6.5 The Registered Pharmacist shall dispense after due verification of the prescription, only those medicines as prescribed by the Registered Medical Service Provider and shall not substitute the prescription.

 

6.6 No person other than a Registered Pharmacist shall compound, prepare, mix, dispense or supply of any medicine on the prescription of a Registered Medical Service Provider (Schedule H & X drugs) Compounding, dispensing and labelling of required drug products should ensure that:

6.6.1 The drug product matches the prescription.

 

6.6.2 The drug product has not expired.

 

6.6.3 The drug product is appropriately compounded (if necessary), packed and labeled appropriately.

 

6.6.4 The accuracy of dispensing is checked by Registered Pharmacist.

 

6.6.5 Proper documentation is made.

6.7 The registered pharmacist shall observe the laws of the country in regulating the practice of pharmacy and shall also not assist others to evade such laws. He shall be cooperative in observance and enforcement of sanitary laws and regulations in the interest of public health. A registered pharmacist shall have regard to the provisions of the acts like Drugs and Cosmetics Act, 1940; Indian Medical Council Act, 1956; Narcotic Drugs and Psychotropic Substances Act, 1985; Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954.

7. Consents and confirmation by the Service Provider and the Responders:

7.1 Service Provider and the Responders consents to Medigency either directly or through its Agents, to conduct/ have already conducted verification including police/criminal check.

7.2 Service Provider and the Responders consents to Medigency collection, storage and usage of personal data of the Service Provider, Responders and the employees of the Service Provider and its Agents for the purposes of providing the access to the Software in accordance with this Agreement.

7.3 Service Provider and the Responders understands and confirms that Medigency is not a government organisation.

 

8. Service Provider and the Responders jointly and severally agrees and confirms:

8.1 Not to access (or attempt to access) any of the Software by any means other than through the interface that is provided by Medigency;

 

8.2 That any registration information You give to Medigency, including but not limiting to information filled in the sign-up form for the use of Software, will always be true, and accurate, and correct, and complete, and up to date, and to the best of Your knowledge;

 

8.3 To acknowledge and agree that Your use of Software is at Your sole risk and that the Software is provided "as is" and "as available”;

 

8.4 Service Provider will not engage in any activity that interferes with and/or disrupts the Software or the servers or networks which are connected to the Software;

 

8.5 Service Provider are responsible for maintaining the confidentiality of passwords associated with any log­in You use to access the Software and all data related to Responders and End Users, including but not limited to, names, contact details, health information;

 

8.6 Medigency to use Service Provider’s Business Entity Name, and/or Service Provider’s Brand Name and/or Service Provider’s Logo on Medigency’s website and/or Software and/or mobile apps as a symbol of business relationship between the Service Provide and Medigency, and that the Service Provider using the Software;

 

8.7 Your access to use the Software will be solely at the discretion of Medigency;

 

8.8 To designate a Relationship Manager for the service;

 

8.9 Service Provider and/or Responders shall have a Smart Phone in good and working condition with a subscription to the data plan;

 

8.10 To submit to Medigency the Due Diligence Documents and shall carry out/ shall certify to have carried out a prior due diligence on the Responders to check the correctness of the documents submitted by the Responders and promptly provide such additional information/ documents as may be requested by Medigency from time to time;

 

8.11 Immediately notify Medigency in writing, in case there are any changes in circumstances which may affect the validity or correctness of the documents, then and in case the medial certification or license to practice medicine is invalidated or cancelled due to any reason whatsoever, and ensure that the Responders immediately stops attending to the medical care requests of the End Users;

 

8.12 Immediately notify Medigency in writing, in case any criminal case is filed against the Service Provider and/or the Responders;

 

8.13 Ensure that the Responders provides Due Diligence Documents;

 

8.14 If the End Users is a minor or otherwise incapacitated to consent or if the service recipient is different from the End Users registered on the Medigency End Users Application, Responders should ensure compliances/obtain proper consent before administering the treatment;

 

8.15 To change the status as 'unavailable' when the Service Provider and/ or Responders is unavailable;

 

8.16 To provide the requested medical care to best of professional abilities and judgment and not to sell medicine or any other products to the End Users through the Software;

 

8.17 Protect and promote the health and safety of End Users and Responders by ensuring that a code of conduct prescribed under Applicable Law is properly followed and the Medical Protocols are adhered. And to make their own decision about their own safety and the equipment while attending to the End Users;

 

8.18 Maintains highest standards of cleanliness and hygiene;

 

8.19 Use IPR only in the manner that is approved by Medigency in writing;

 

8.20 To not make any statement which is untrue or misleading on behalf of Medigency;

 

8.21 To settle all/any disputes or queries or contentions, if any, raised by End Users regarding, including but not limiting to delivery, service, suitability, merchantability, availability or quality of the products and/or negligent services of the Service Provider and/ or the Responders;

 

8.22 To undertake the responsibility for collection of payments from the End Users for the services rendered and not to hold Medigency responsible for non-payments and/or delayed payments by the End Users;

 

8.23 To pay promptly the Medigency End Users Fees to Medigency if Responders or Service Provider has collected the Medigency End Users Fees;

 

8.24 To pay Medigency Software Fees and Medigency Service Fees due to Medigency on the 30th day of every month, except, in the month of February the payment should be made on the 28th day. 

 

8.25 To report any illegal or unlawful activity to law enforcement authorities and Medigency;

 

8.26 To promptly inform Medigency if any legal notices are received by Service Provider/ Responders in relation to the services provided under this Agreement;

 

8.27 To not circumvent Medigency by directly marketing or engaging with the End Users and providing services directly to the End Users;

 

8.28 Service Provider in no way can order, dictate or force Medigency to fulfil any delivery of Pharmaceutical And Medical Goods & Services And Health & Medical Products at any hour or day of the week.

 

8.29 Medigency is not obligated and makes no warranties, representations, conditions or terms wether express or implied, to list and/or display Service Provider’s brand name, logo, products, goods, services, offers and/or any detail of the Service Provider on the Medigency Software and/or Medigency End Users Application.

 

8.30 To use the Personal Data and Sensitive Personal Data of End Users only for the medical treatment;

 

8.31 To personally use the Software and not to sub¬contract nor share the password with anyone;

 

8.32 To make reasonable and sincere efforts to ensure that Responders are available 24 hours and 7 days a week;

 

8.33 To ensure Responders attend the medical care call promptly when they have shown the status as 'available' on the Software. The response time of the Responder should not exceed 2 minutes from the time the request has been accepted by the Service Provider;

 

8.34 To independently confirm and verify the medical history and records of the End Users and to use professional judgment in verifying medical history and the data provided by the End Users, before administering treatment and/or attending to the medical care needs of the End Users, and not solely rely on the information provided by the End Users on the Medigency End Users Application which may or may not be displayed on the Software;

 

8.35 To update the prescription, diagnosis or any other relevant details relating to treatment of the End Users in the Software;

 

8.36 To ensure its Responders be dressed appropriately;

 

8.37 To ensure the ambulances are in working condition and that appropriate medical equipments and devices according to Medical Protocol and Applicable Law, including but limiting to ventilators, oxygen cylinders, stretchers, are available and in working condition;

 

8.38 To ensure its Responders carry the first-aid kit with the medicines/consumables for their visits and doctors or paramedics are accompanied as and when required as per the Medical Protocols and Applicable Law.

 

8.39 To ensure its Responders be polite and not be under influence of alcohol or any unprescribed or illegal drugs while carrying out the duties;

9. Insurance:

9.1 Service Provider shall ensure that the Service Provider and/or the Responders have obtained sufficient insurance cover to insure from the risk arising from medical negligence. The sufficiency of the sum assured under such insurance policies has to be judged by the Service Provider and/or the Responders. However, Medigency at its sole discretion may stipulate a minimum amount of insurance which is required to be obtained by the Service Provider and/or the Responders and in such case the Service Provider and/or the Responders shall obtain such insurance for the amount as may be stipulated by Medigency. It is clarified that Medigency is not obligated nor required to obtain any insurance cover to insure the professional acts and services rendered/ to be rendered by the Service Provider and/or the Responders.

9.2 Service Provider and/or the Responders are required to periodically renew the insurance cover-from time to time during the term of this Agreement. In case the insurance cover lapses or is cancelled or is not renewed periodically, then the Service Provider and/or the Responders shall immediately cease to attend any calls of the End Users till such time a valid insurance over is obtained by the Service Provider and/or the Responders as may be applicable.

10. Fees,Taxes and Expenses: 

10.1 Medigency will determine at its sole discretion the Medigency Software Fees, and Medigency Service Fees, and Medigency End Users Fees. Medigency is not under any obligation to discuss revision in Medigency Software Fees, and Medigency Service Fees, and Medigency End Users Fees with the Service Provider.

10.2. Any amount incurred towards dispensation of medicines and/or consumables and/or any other supplies when attending to a patient or service request are not included in the Medigency End Users Fees and/or Medigency Service Fees and/or Medigency Software Fees and will have to be collected separately from the End Users on actuals.

10.3. In case Medigency collects an amount due to the Service Provider from the End Users, then Medigency shall credit the amount to the Service Provider at the 30th day of every month, except, in the month of February the payment should be made on the 28th day. Medigency will not be liable if the End User has made a partial payment of the amount due to the Service Provider.

10.4. In case Service Provider collects due to Medigency from the End Users, then Service Provider shall credit the amount to Medigency at the 30th day of every month, except, in the month of February the payment should be made on the 28th day.

10.5 Service Provider shall pay Medigency Software Fees and Medigency Service Fees due to Medigency on the 30th day of every month, except, in the month of February the payment should be made on the 28th day.

10.6 Medigency has no responsibility in any manner whatsoever towards collection or payment of any monetary amount to the Responders.

10.7 All Parties shall bear their own tax obligations.

10.8 All fees charged by Medigency to the End Users and Service Provider (Medigency Software Fees, and Medigency Service Fees, and Medigency End Users Fees) are exclusive of applicable taxes; and thus Service Provider has to pay the applicable tax on both Medigency Software Fees, and Medigency Service Fees in addition to the Medigency Software Fees, and Medigency Service Fees.

10.9 Medigency may deduct or withhold taxes including tax deduction at source (TDS) from the payments to be made to other Party.

 

10.10 Service Provider or Service Provider's Responders shall bear all taxes, if any (including, but not limited to, sales, excise, use, value added, goods and services, service, state sales tax, consumption and business taxes, and similar taxes) and any stamp taxes or similar taxes payable on Medical Service Fees.

 

10.11 Each Party shall bear its own expense. Service Provider and/or Responders shall bear expenses for Smart Phone, data plan, transportation expenses, Service Provider’s employee salaries, and other benefits including but not limiting to incentives, reimbursements, allowances and any other expense incurred to attend or provide service to the End Users. Costs and expenses relating to background verification checks by Service Provider shall be borne by Service Provider.

 

10.12 Service Provider and/or Responders shall not incur any expenditure on behalf of Medigency without prior approval in writing from Medigency in advance.

 

10.13 Medigency shall notify Service Provider / Responders from time to time on the mode of payment and collection of Fees.

 

10.14 Medigency reserves the right to modify the fee structure by providing a 30 (thirty) days’ prior notice, either by notice on the Software or through email to the Service Provider, which shall be considered as valid and agreed communication. Upon the Service Provider not communicating any response to Medigency to such notice, Medigency shall apply the modified fee structure effective from the expiry of the said notice period.

 

10.15 The Medigency Software Fees, and Medigency Service Fees is as per the attached Annexure 1. The Annexure 1 needs to be signed and stamped by both the Parties and each Party shall send the signed and stamped Annexure 1 to the other Party by the way of a scan copy through e-mail on the email id provided by both parties to other.

 

11. Obligations of Medigency:

11.1 Medigency is responsible for servicing and maintaining the Software and that the Software is accessible through Internet / data network access, which is necessary to use the Software.

11.2 Medigency at it’s own discretion agrees to fulfil the delivery, not assuring of delivery at all hours of the day and not assuring the delivery at all days of the week, of Pharmaceutical And Medical Goods & Services and Health & Medical Products ordered by the End Users through the Medigency End Users App and sold by the licensed pharmacies of the Service Provider to the End Users.

11.3 Medigency agrees to provide/share, if any, marketing materials of Medigency with Service Provider and/or Responders. Medigency agrees to share its brochures, pamphlets and shall allow use of the same in all marketing, advertising, promotional activities and End Users support activities.

11.4 In case Medigency collects an amount due to the Service Provider from the End Users, then Medigency shall credit the amount to the Service Provider at the 30th day of every month, except, in the month of February the payment should be made on the 28th day.

 

12. Intellectual Property Rights

12.1 It is recognised by the Service Provider that the use of the Software provided under this Agreement is exclusive property and right of Medigency and the Intellectual Property Rights relating to the software, hardware, equipment, copyright and other solutions relating to the Software all belong to Medigency. The Service Provider and/or Responders have no right in respect of the same and cannot copy, duplicate, replicate and/or use any part of the same. Nothing contained in this Agreement will be deemed to grant Service Provider and/or Responders any right or license in respect of Medigency's Intellectual Property Rights at any time.

12.2 Medigency shall retain all IPR in the Software. Service Provider and/or Responders shall furnish to Medigency all such promotional materials and advertisements prior to circulating or publishing the same and obtain prior written consent of Medigency,

12.3 The Service Provider further agrees that neither Party shall acquire any right whatsoever, through use in commerce or otherwise, in the lPR of Medigency on account of the limited permitted use as per the terms of this Agreement. All such rights pertaining to use and title of all IPR of Medigency shall exclusively vest with Medigency.

12.4 The Service Provider covenant that the Parties shall forthwith upon learning of any unauthorised reproduction, use, or modifications of the lPR of Medigency, inform Medigency of the same and will assist Medigency in taking all actions deemed necessary against such acts, as may be deemed necessary by Medigency.

 

13. Confidentiality:

 

13.1 Service Provider and/ or Responders shall keep confidential all Confidential Information, and Sensitive Information.

13.2 Service Provider and/ or Responders shall share all Confidential information strictly on "need to know" basis only and the parties with the Confidential Information is shared shall agree to abide by the confidentiality obligations. Service Provider and/ or Responders shall not share this information with a third party.

13.3 Service Provider shall take utmost precautions to the standard of duty care of its own information.

 

13.4 Service Provider shall comply with all the applicable data protection legislation. Service Provider shall also provide Medigency with all reasonable assistance to enable Medigency to comply with its obligations under any Data Protection Legislation in India or elsewhere.

 

13.5 Service Provider shall implement and maintain all appropriate technical and organizational measures to maintain security, prevent unauthorised disclosure or access to the Personal Data and Sensitive Personal Data and to prevent accidental loss or destruction of, or damage to, the Personal Data and Sensitive Personal Data.

 

13.6 Service Provider shall ensure that any copies of the Personal Data in the possession or under the control of Service Provider and/or Responders, at the option of Medigency, be returned to Medigency or permanently destroyed when they are no longer required for the performance of Service Provider’s obligations under this Agreement.

 

14. Independent Parties:

14.1 This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, employer-employee relationship, partnership, or formal business organisation of any kind, other than an agreement between principal to principal. The rights and obligations of the Parties shall be only those expressly set forth herein. It is expressly understood that Medigency and Service Provider (including the Responders) are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto.

14.2 Neither Medigency nor Service Provider nor its respective personnel shall be entitled to any of the benefits provided by the other Party to its employees, including, but not limited to, workers compensation insurance, unemployment insurance, and health retirement and welfare benefits.

14.3 Service Provider and/or Responders cannot be termed as workers or employees of Medigency in any manner whatsoever.

14.4 Service Provider is solely and wholly liable for its Responders and the medical services or non-medical services or any services provided by the Responders and Service Provider to the End Users.

 

15. Indemnity:

15.1 Service Provider and/or the Responders shall be solely responsible for all disputes (including medical negligence) between them and the End Users. The Service Provider and the Responders agree to indemnify Medigency for such losses and damages, including but not limiting to litigation costs, attorney fees and settlement costs (if any), being suffered by Medigency.

 

15.2 The Service Provider and/or the Responders agrees to indemnify and keep indemnified Medigency and any of its directors, agents, officers and employees from and against any action liability, penalty, prosecution, notices fines, investigations, cost, charges, expenses, damages or claim of whatsoever nature arising out of or as a result of Your (a) use of Software (b) breach or violation of this Agreement (c) violation of any third party (d) medical negligence (e) crash of the Software and/or not-working of the Software and/or incorrect working of the Software at any point of time including but not limited to during the use of the Software, or after the use of the Software, or before the use of the Software.

 

15.3 In the event Medigency is constrained to compensate the End User on account of a dispute including but not limited to with regard to delivery, quality, suitability, availability and/or negligent services of Responders and/or Service Provider made available to End Users, the Service Provider shall be obligated to promptly, and without demur indemnify and compensate Medigency on account of the same.

 

16. Limitation of liability

16.1 In no event will Medigency, its suppliers, or certification authorities be liable to You for any damages, claims, or costs whatsoever including any consequential, indirect, incidental damages or any lost profits or lost savings, even if a Medigency representative has been advised of the possibility of such loss, damages, or claims. The foregoing limitations and exclusions apply to the extent permitted by the Applicable Law in Your jurisdiction. Medigency’s aggregate liability and that of its suppliers and certification authorities under or in connection with this agreement shall be limited to the Medigency End User Fees paid for the particular user, if any.

 

16.2 Medigency is not responsible for and does not deal with any of patient or customer or End User managed by Service Provider and only provides Software to Service Provider through the website and native mobile applications. Medigency offers its Software on ‘as ­is’ basis and has the sole right to modify any feature or customise them at its discretion and there shall be no obligation to honour customisation requests of the Service Provider. The Medigency Software Fees hence charged is exclusive of any customisation costs.

 

16.3 Medigency will use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for (i) planned downtime, of which Medigency shall give notice to Service Provider;  or (ii) any unavailability caused by circumstances beyond Medigency’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or internet service provider failures or delays (“Force Majeure”). Medigency will provide the Software only in accordance with Applicable Laws and government regulations.

 

16.4 Notwithstanding anything to the contrary contained herein, Medigency does not warrant that its Software will always function without disruptions, delay or errors. A number of factors may impact the use of the Software and native mobile applications, and/or Software on website and/or native mobile applications individually; and may result in the failure of Your communications including but not limited to: Your local network, firewall, Your internet service provider, data plan for the Responders’ mobile application, the public internet, Your power supply and telephony services. Medigency takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.

 

16.5 You shall agree that Medigency is not responsible and will not be held liable for the any failure of the intermediary services such as, internet connectivity failure and/or telephonic disconnections and/or delay in sending or receiving of SMS or any digital communication.

 

16.6 The Software provided by Medigency or any of its 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). Medigency does not provide or make any representation, warranty or guaranty, express or implied about the Software. Medigency does not verify any content or information provided by End Users on its Software and to the fullest extent permitted by law, disclaims all liability arising out of the Service Provider’s use or reliance upon the Software, the Medigency Content.

 

16.7 The Software may be linked to the services of third parties, affiliates and business partners. Medigency has no control over, and is not liable or responsible for content, accuracy, validity, reliability, quality of such third party services or made available by/through our Software. Inclusion of any link or logo on the Software does not imply that Medigency endorses the linked site. Service Provider may use the links and these third party services at Service Provider’s own risk.

 

16.8 Medigency assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect Service Provider’s equipment, including but not limiting to a phone, or a computer, or a laptop on account of Service Provider’s access to, use of, or browsing the Software or third party services or the downloading of any material, data, text, images, video content, or audio content from the Software or third party services. If a Service Provider is dissatisfied with the Software, Service Provider’s sole remedy is to discontinue using the Software.

 

16.9 Medigency assumes no responsibility, and shall not be liable for ways in which the End ­User data is used by Service Provider, its Responders and other authorised users of Software.

 

17. Prohibitions:

 

The Service Provider is prohibited from:

17.1 violating or attempting to violate the integrity or security of the Software or Medigency End Users Application;

 

17.2 transmitting any information (including but not limiting to job posts, messages and hyperlinks) on or through the Software that is disruptive or competitive to the provision of Software;

 

17.4 intentionally submitting on the Software any incomplete, false or inaccurate information;

 

17.5 making any unsolicited communications to other Service Providers and/or End Users;

 

17.6 using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Software or its code;

 

17.7 framing or hot-linking or deep-linking any Medigency content;

 

17.8 circumventing or disabling any digital rights management, usage rules, or other security features of the Software.

 

18 Miscellaneous:

 

18.1 Severability:

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or the applicable part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to remain in full force and effect.

18.2 Amendments:    

This Agreement constitutes the entire agreement between the Parties and may be amended or modified by Medigency by means of a general notice, electronic mail to Your email address account, or by written communication through courier. Such amendment shall deem to have been accepted upon the expiration of 7 working days after mailing or posting (if sent by post) or 12 hours after sending (if sent by email).

18.3 No Third Party Rights:

Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party to this Agreement, nor shall any provisions give any third persons any right of subrogation or action over and against any Party to this Agreement.

 

18.4 Assignment:

Service Provider and/or Responders shall not assign its rights and obligations under this Agreement without the prior written consent of Medigency.

 

18.5 Compliance:

The Parties will not be bound to comply with any provisions of this Agreement if such compliance would be in contravention or contradictory to the Applicable Law. In such a circumstance the Parties will inform each other immediately and take necessary steps to comply with the law of the land.

 

18.6 Counterparts:

This Agreement may be executed in any number of counterparts; each of who shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

 

18.7 Notices:

Any notice or communication under or in connection with this Agreement shall be given or sent by mail, courier or personal delivery at the respective address of the Parties set out herein above or at any other revised addresses which may be notified, in writing, against clear acknowledgement by Parties at a later date; or it can be sent or given at the respective Parties email address set out herein above or at any other revise email id which ay be notified, in writing, against clear acknowledgement by Parties at a later date. Any notice or communication given under or in connection with the Agreement must be in English.

 

19. Collection and use of Information:

 

We collect information You provide directly to us, such as when You create/register, modify, or log in to Your account, request support from us, consent to a background check, submit Your Responder’s and ambulance vehicle’s license, or otherwise communicate with us.

19.1 Transaction Information: We collect transaction details related to the (or other) services You provide through our Software, including the type of service provided, date and time the service was provided, amount charged, distance traveled, and other related transaction details. Additionally, if someone uses Your promo code, we may associate Your name with that person.

 

19.2 Device Information: We may collect information about Your mobile device (whether Your own device or a device we provide You), including, for example, the hardware model, operating system and version, Software and file names and versions, preferred language, unique device identifier, advertising identifiers, serial number, device motion information, device location information, and mobile network information.

 

19.3 Usage and Preference Information: We collect information about how You and site visitors interact with our Services, preferences expressed, and settings chosen. In some cases we do this through the use of cookies, pixel tags, and similar device identification technologies that create and maintain unique identifiers.

 

19.4 Call and SMS Data: Our Services facilitate communications between End Users and Responders and Service Provider. In connection with facilitating this service, we receive call data, including the date and time of the call or SMS message, the parties' phone numbers, and the content of the SMS message.

 

19.5 Log Information: When You interact with the Services, we collect server logs, which may include information like device IP address, access dates and times, app features or pages viewed, app crashes and other system activity, type of browser, and the third-party site or service You were using before interacting with our Services.

 

19.6 As a condition of providing End Users with, delivery, or other services via the Medigency End Users Application, Your precise location data must be provided to Medigency via the Software that You use. Once the the app has permission to access location services through the permission system used by Your mobile operating system, we will collect the precise location of Your device when the app is running in the foreground or background. We may also derive Your approximate location from Your IP address.

 

19.7 Please note that in some cases we may retain certain information about You as required by law, or for legitimate business purposes to the extent permitted by law. In some cases we collect information through the use of cookies, pixel tags, and similar device identification technologies that create and maintain unique identifiers. Medigency may, at its discretion, use information stored in its Software from time to time for the purposes of debugging customer support related issues.

 

19.8 Using information to provide, maintain, and improve our services, including but not limiting to, for example providing customer support to Service Provider and Responders, develop safety features, etc. Perform internal operations, including but not limiting to, for example, to troubleshoot Software bugs and operational problems, to conduct data analysis, etc.

 

19.9 Send or facilitate communications, including but not limiting to, for example between You and End User to notify about the name, contact details, Estimated Time Of Arrival, etc of the Responder.

 

20. Term:

 

This Agreement shall be valid for a period of 2 years from the date of the Agreement and shall automatically renew unless terminated by either Party as per the terms of this Agreement.

 

21. Termination:

21.1 Institutional Provider may terminate this Agreement by giving thirty (30) days prior written notice. Medigency may terminate this Agreement at any time by giving Thirty (30) days prior written notice to the other Party without assigning any reason for the same.

 

21.2 Notwithstanding the above, Medigency reserves the right to terminate this Agreement forthwith without assigning any reasons in the event any representation / document of Institutional Provider / Responder is found to be false or there is a reasonable apprehension by Medigency about competency, professional qualification of the Responders including the employees or consultants of the Institutional Provider or if Medigency apprehends that any malpractices is being adopted by the Institutional Provider and/ or by the Responder which might bring disrepute to Medigency. Medigency may at its sole discretion block and/or suspend the account of the Institutional Provider without assigning any reasons to the Institutional Provider.

 

21.3 Notwithstanding what is contained in this Agreement, the provisions of this Agreement regarding Intellectual Property Rights (clause 12) Confidentiality (clause 13) Indemnity (clause 15), Limitation of liability (clause 16) and all obligations of Parties arising prior to the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

 

21.4 If the Service Provider terminates the use of Software voluntarily, it will be the sole responsibility of the Service Provider to make a copy of their data before terminating.

 

21.5 The termination request by the User can be sent to support@medigency.in

 

22. Responder Contract

 

This letter (“Responder Contract”) dated ______ is supplemental to the principal agreement (the “Agreement”) amended from time to time, between the Service Provider and Medigency. Words and expressions used in this Responder Contract and not defined shall have the same meaning as ascribed to it in the Agreement.

 

22.1 Service Provider has executed the Agreement with Medigency and as per the terms of the said Agreement when engaging Responders or allowing the access of the Software to the Responders, the Service Provider is required to ensure that the Responders execute this Responder Contract.

 

22.2 Responders are individuals on the panel of Service Provider and are willing to act as Responders on behalf of the Service Provider and attend to the calls assigned by the Service Provider.

 

22.3 The Responders hereby agree with Service Provider and Medigency that with effect on and from the date hereof, it shall be a party to the Agreement and shall assume and perform all obligations applicable to Service Provider as an agent or employee of Service Provider.

 

22.4 Without prejudice to the generality of the above clause, the Responders confirm and agree that:

 

22.5 The Responders have full right, power, legal capacity and authority to execute this Letter;

 

22.6 The Responders Documents are true, valid and correct;

 

22.7 The obligations and responsibilities of the Responders shall be concurrent to the responsibilities and obligations of the Service Provider and the Responders shall not perform any act or duty which cannot be undertaken by the Service Provider;

 

22.8 The Responders have been provided a copy of the Agreement and the Responders have read and understood the terms of the Agreement and after careful consideration has agreed act as Responders;

 

22.9 The Responders shall comply with all provisions of the Agreement including but not limited to confidentiality obligations;

 

22.10 The Responders shall use the IPR of Medigency in accordance with the agreed terms as agreed in the Agreement;

 

22.11 The Responders shall adhere to all internal policies of Service Provider, professional code of conduct, Applicable Law, Data Protection Legislation and market standard of practice while attending to the medical care calls of the End Users;

 

22.12 The Responders understands that the Responders cannot file any claim against Medigency and the relationship of the Responders is with the Service Provider;

 

22.13 The Responders understand the fees structure and will collect the same from the Service Provider with no recourse to Medigency in any manner whatsoever.

 

22.14 The Responders also consent to collection, storage and usage of personal data of the Responders by Medigency and its Agents for the purposes of providing the access to the Software in accordance with the Terms of the Agreement.

 

22.15 The Responders agree that Medigency may assign any of its rights or transfer by novation any of its rights and obligations under the Agreement and this Letter without any reference or notice to Service Provider-and/or Responders or without requiring to obtain any consent from Service Provider and/or Responders.

 

22.16 The Responders confirm that any notice or communication under or in connection with this Letter shall be deemed to have been delivered/ served upon the Responders if it has been duly served on to the Service Provider in accordance with clause 16(Notices) of the Agreement.

 

This Letter shall be governed by the dispute resolution clause as provided in clause 15 of the Agreement.

 

Annexure 1

 

This is supplemental to the principal agreement (the “Agreement”) amended from time to time, between the Service Provider and Medigency. Words and expressions used in this Responder Contract and not defined shall have the same meaning as ascribed to it in the Agreement.

 

Medigency Service Fees :

 

Medigency Software Fees :

 

All fees are excluding taxes and all applicable taxes will be applied on the below monetary amounts mentioned and should be paid by the Service Provider in full in addition to the actual Medigency Service Fees and Medigency Software Fees.

 

 

 

 Name of Signatory                            Name of Signatory

(for Service Provider)                          (for Medigency)

 

 

 

 

 Sign and Stamp                                Sign and Stamp

(for Service Provider)                         (for Medigency)

 

 

Date                                                    Date

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