Effective date: 2022-02-18

Terms Of Service

These Terms and Conditions of Use (hereinafter referred to as “Terms”) are published in accordance with the provisions laid down under, including but not limited to:

The Indian Contract Act, 1872,

The (Indian) Information Technology Act, 2000, and

The rules, regulations, guidelines, and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the “SPI Rules”), and the (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (the “IG Rules”).

Rule 3(1)(a) of Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the same constitute “Electronic Record” within the meaning of Section 2(t) of the Information Technology Act, 2000 and the Rules framed thereunder.

These Terms being an electronic record does not require any signature.

1. Preface

The following terms and conditions govern all use of the platform located at www.emedhealthtech.com (“Platform”, etc.), any affiliates or subsidiaries of EMed HealthTech including www.emedstore.in, EMed HealthTech platform (including “app”, “application”, “website”, “software”, “platform”, “Software as a Service platform”, “SaaS Platform” etc.) and including all of the materials, documents, text, images, graphics, animation, videos and other information and content included in or available at the Platform (Content). The platform, EMed HealthTech apps, contents, all EMed HealthTech products, materials located on or accessible through the platform, and any services provided on the platform are collectively referred to as the “Service”.

The platform is operated and owned by EMed HealthTech Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at A/707, Mondeal Heights, Ahmedabad, Gujarat- 380015. For the purpose of these Terms of Service, wherever the context so requires, “you” or “User” shall mean any natural or legal person who has agreed to become a user on the platform by entering into an agreement with EMed HealthTech. The terms “EMed HealthTech”, “we”, “us” or “our” shall mean EMed HealthTech Private Limited.

By using the platform you agree to be bound by these Terms of Service (this “Terms”). The Terms shall be deemed to include all other operating rules, conditions, policies, and procedures that are referred to herein or that may otherwise be published at the platform by us from time to time (collectively Policies), including without limitation, the Privacy Policy.

This Agreement (hereinafter defined) sets out the Terms under which the User(s) (hereinafter defined) is/are permitted to use the platform and the Services (hereinafter defined) available thereunder.

2. Applicability

The Agreement applies to you whether you are –

A medical practitioner, Pharmacy, Lab, or health care service provider (whether an individual professional or an organization) or similar institution offering services on the platform; or

A patient, his/her representatives or affiliates, searching for Practitioners through the platform (“End-User”).

This Agreement applies to those services made available by EMed HealthTech on the platform, which are offered to the Users (“Services”).

3. Use of Services

Please note that by using the Services, you are agreeing to these Terms. Your consent to be bound by these terms is both on your own behalf and on behalf of any corporate entity that employs you or which you represent, and the term “you” as used herein will be deemed to refer to both you and your employer, jointly and severally. If you are an employee, contractor, or otherwise using or subscribing to the services by or on behalf of a corporate entity, organization, or any other third party entity, you represent and warrant to EMed HealthTech that

You are of the age of majority in your jurisdiction.

You have all requisite capacity, right, power, and authority to accept this license on behalf of such an entity.

And such entities shall be irrevocably bound by and shall comply with all of the terms and conditions of this agreement.

EMed HealthTech will preserve your data for upto 30 days before deleting it permanently if your account is suspended, or terminated for the reasons, including but not limited to, cancellation of the subscription plan, failure to pay the subscription fees.

The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general, or with respect to you, from time to time without cause or prior notice. All documents and information on the EMed HealthTech platform are protected by copyright. Except as specifically permitted herein, no portion of the documents or information on this platform may be reproduced in any form or by any means without the express written consent of EMed HealthTech.

4. Other Restrictions

Definitions: The terms “personal information” and “sensitive personal data or information” are defined under the SPI Rules.

You may not do, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the platform underlying the Services (the “app”), or extract or attempt to extract source code from the object code of the platform. You may not make any commercial use of the Services or the platform, whether or not for consideration, other than for your own internal business purposes.

5. Content and Liability Disclaimer

EMed HealthTech shall not be responsible for any errors or omissions contained on any EMed HealthTech platform and reserves the right to make changes anytime without notice. Mention of non-EMed HealthTech products or services is provided for informational purposes only and constitutes neither an endorsement nor a recommendation by EMed HealthTech. All EMed HealthTech and third-party information provided on any EMed HealthTech platform is provided on an “as is” basis.

1)As mandated by Regulation 3(2) of the IG Rules, EMed HealthTech hereby informs Users that they are not permitted to host, display, upload, modify, publish, transmit, update or share any information that:

belongs to another person and to which the User does not have any right to;

is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

harm minors in any way;

infringes any patent, trademark, copyright or other proprietary rights;

violates any law for the time being in force;

deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

impersonate another person;

contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting any other nation.

2) Users are also prohibited from:

violating or attempting to violate the integrity or security of the platform or any EMed HealthTech Content;

transmitting any information (including job posts, messages, and hyperlinks) on or through the platform that is disruptive or competitive to the provision of Services by EMed HealthTech;

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

making any unsolicited communications to other Users;

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

attempting to decipher, decompile, disassemble or reverse engineer any part of the platform;

copying or duplicating in any manner any of the EMed HealthTech Content or other information available from the platform;

framing or hotlinking or deep linking any EMed HealthTech Content.

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

3) EMed HealthTech, upon obtaining knowledge by itself or being brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned above, shall be entitled to disable such information that is in contravention of Clauses 5.1 and 5.2. EMed HealthTech shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes.

EMed HealthTech respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights.

6. Restricted Areas of The Service

Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.

7. SaaS Services

EMed HealthTech will provide Customer with Support Services with respect to the SaaS Services so long as Customer has paid all outstanding Subscription Fees at the time such Support Services are required.

Customer acknowledges that EMed HealthTech will not be entertaining any requests for customizations or alterations in the platform. Any customization, however be done, will be done at the sole discretion of the EMed HealthTech as a part of Future Product Releases or Enhancement. It is a SaaS Product and we will certainly evolve and add additional features depending upon client and market need over a period of time but there will be no concept of like should have must have features.

8. Confidential Information

You shall not disclose to third parties nor use for any purpose other than for the proper use of the Services any Confidential Information received from EMed HealthTech in whatever form under these Terms or in connection with the Services without the prior written permission of EMed HealthTech. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to EMed HealthTech’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Services under these Terms. Such personnel shall be bound by written confidentiality obligations no less restrictive than those provided for herein. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information.

9. Proprietary Rights

You acknowledge and agree that the Services and the Software are proprietary products of EMed HealthTech and its licensors, protected under patents, copyright laws, and international treaties. You further acknowledge and agree that all right, title and interest in and to the Services and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, customization and integration work product, customer feedback, suggestions, and white-label branded applications, are and shall remain the sole and exclusive property of EMed HealthTech. These Terms and the rights granted hereunder do not convey to you any interest in or to the platform. You shall not remove or alter any copyright notice, trademark, or other proprietary or restrictive notice or legend affixed to, embedded, contained, or included in the platform or Services or any material provided by EMed HealthTech. In the event that you have requested from EMed HealthTech, and EMed HealthTech has agreed to make available to you, a white-label branded application for Your Customers and/or End Users with your branding, or when you implement a Subscription as a Service (SaaS) model of EMed HealthTech, you hereby grant to EMed HealthTech a perpetual, worldwide, royalty-free license to use your trademarks, logos, display, etc. (“Your Trademarks”) for use and display in connection with such white-label branded applications for the purpose of promotional activities.

10. License To Use Our Services

Subject to these Terms, we grant to you a limited, non-exclusive, non-assignable, non-sublicensable, royalty free, non-transferable license to use our Services. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all rights, title, and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to:

reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services;

rent, lease or sublicense access to any of our Services; or

circumvent or disable any security or technological features or measures of our Services. Certain of our Services are provided at no cost and certain Services are subject to various fees.

11. Access To Our Services

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers, charges incurred by payment gateways, Shipping partners, 3rd Party ERP/Pharmacy Software,etc.). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

Upon expiry of the free plan, the data associated with your account will be deleted and you will not be able to download/export, or view the data. You can, however, download/export, or view the data associated with your account while your account is active.

However, for our customers who opt for paid subscriptions, EMed HealthTech will store the data associated with their account for 10 days upon the expiry or cancellation of the plan, after that time period the data associated with their account will be removed.

EMed HealthTech may take around 5 business days for the Android app to be up and running. The actual timeframe may vary depending on the requirements and will be communicated to the client beforehand.

12. Medicine Database Updation

We have a dedicated internal medicine database team that visits our networks of pharmacy stores, captures pictures and other relevant details from 3rd party sources and creates a medicine database. Pharmacists then randomly verify it and we make it available on the SaaS platform complimentary for all our clients without any charges. We provide this as complimentary services to our SAAS clients. In order to keep updated MRP and add new products in the ecosystem and give benefits to all our clients, We keep records of updated MRP and new products added to the platform whenever available and add them to the pool without processing any personal, sensitive or transactional data. We aim to update MRP every 3 to 4 months but we don’t commit and thus should not be held responsible for the same.

13. Data Security

By using our services you agree to comply with all applicable privacy and data protection regulations. Further, you agree to not use our service to send us sensitive information where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to EMed HealthTech, any data subjects, or relying parties. Sensitive Information including but not limited to:

Passwords, authentication/authorization credentials.

Information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA, and state and federal data security laws) including but not limited to:

Credit Card Information including credit card numbers, CIV numbers (three-digit codes for Visa and MasterCard, four-digit code for American Express) and magnetic stripe information

Social Security Numbers

Driver’s License Numbers

Passport Numbers

Government Issued Identification Numbers

Financial Account Information

Health data

Biometric data

Personally identifiable information knowingly collected from children under the age of 13 or from online services directed toward children and

Real-time geolocation data which can identify an individual.

Business secrets deemed highly confidential (e.g., highly-confidential business strategies and communications, sensitive attorney-client privileged and confidential communications).

We collect, store, and use your User data on our servers to provide you with the ability to better maintain and improve our Services. We may also use data in an aggregated form for our own purposes. We only share User information with others under special circumstances as follows:

With third parties who work on our behalf to provide your services; To comply with laws or to respond to lawful requests and legal process (provided that EMed HealthTech will endeavor to notify you if EMed HealthTech has received a lawful request for your information);

To protect the rights and property of EMed HealthTech, our agents, customers, and others including to enforce our agreements, policies, and terms of use;

In an emergency, including to protect the personal safety of any person; and

For the purposes of a business deal (or negotiation of a business deal) involving sale or transfer of all or a part of our business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding).

EMed HealthTech does not process or access your critical data including patient data, sales data, transactions data, or any similar datasets thereof. We only process and access your medicine data to assist us in perpetually updating and keeping the medicine database up to date from our end.

We provide you with access to your User data and the ability to delete any of your User data. We also take commercially reasonable steps to safeguard User data. You agree to provide appropriate notices to your Users about, and if required by applicable laws obtain appropriate consent from Users for, your information collection and use practices relating to your use of our Services and your use of cookies for tracking purposes. Appropriate notices may include a notice in the form of a privacy policy posted on your site, in your mobile application, and/or if you use EMed HealthTech’s Notifications in the SMS messages you send through our service. We may also collect registration and other information about you as our customer through our Site. Our collection and use of information collected about you on our platform is governed by our Privacy Policy, available at https://www.emedhealthtech.com/privacy-policy/. Our Privacy Policy does not cover information we collect about your Users on your behalf from your mobile and web properties. It is your obligation to provide your own privacy policy or notice to your users.

14. Privacy Policy

EMed HealthTech’s current Privacy Policy is available at https://www.emedhealthtech.com/privacy-policy/ and is incorporated herein for reference purposes.

15. Support Timings

EMed HealthTech will provide support from Monday through Friday from 10:00 AM to 6:00 PM IST with the exception of EMed HealthTech holidays.

If the Customer requires support outside of normal support hours, this can be arranged on a case by case basis and is subject to the availability of the support engineer and may require a minimum of 48 hrs advance notice and will be at the sole discretion of the EMed HealthTech.

An emergency 24*7 telephone contact will be provided for P1 Incidents (see Support Priority Definitions), database, or server connectivity if the client is subscribed to a Dedicated Hosting Agreement.

Support Response Times
Classification Initial Resolution(patch work) Final Resolution
P1 – High < 1 working day < 5 working days
P2 – Medium < 3 working day < 10 working days
P2 – Low < 5 working day < 15 working days
Unresolved Calls

Not all calls may be resolved while the technician is on the phone. Some calls require testing and/or assistance from our development department to resolve. EMed HealthTech will keep the designated contact person updated as to the status of the open call if the problem cannot be resolved while on the phone with the technician.

16. Arbitration

The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of Ahmedabad (Gujarat, India) jurisdiction.

17. Limitation Of Liability

The results of any search Users perform on the platform for Practitioners should not be construed as an endorsement by EMed HealthTech of any such particular Practitioner. If the User decides to engage with a Practitioner to seek medical services, the User shall be doing so at his/her own risk.

Without prejudice to the generality of the above, EMed HealthTech is not involved in providing any healthcare or medical advice or diagnosis and hence is not responsible for any interactions between the User and the Practitioner. User understands and agrees that EMed HealthTech will not be liable for:

User interactions and associated issues User has with the Practitioner;

the ability or intent of the Practitioner(s) or the lack of it, in fulfilling their obligations towards Users;

any wrong medication or quality of treatment being given by the Practitioner(s), or any medical negligence on part of the Practitioner(s);

inappropriate treatment, or similar difficulties or any type of inconvenience suffered by the User due to a failure on the part of the Practitioner to provide agreed Services;

any misconduct or inappropriate behavior by the Practitioner or the Practitioner’s staff.

EMed HealthTech will not be liable to pay any party for any direct, indirect, incidental, exemplary, special or other consequential damages for any use of this platform, or on any other hyperlinked platform, including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if EMed HealthTech is expressly advised of the possibility of such damages.

Logo:
EMed HealthTech provides the predefined logo template as a complimentary service, EMed HealthTech will not be held liable for any copyright infringement.

When you opt for a free logo, (i.e., select from the template provided by EMed HealthTech) we do not claim or guarantee copyright protection. So, we will not be held liable for any copyright infringement. EMed HealthTech will entertain copyright claims only in case EMed Healthtech has provided the client with a custom logo.

18. Force Majeure

EMed HealthTech will have no liability to you, your users, or any third party for any failure by EMed HealthTech to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of EMed HealthTech, including, without limitation, natural disaster, failure of electricity supply, civil disorder,epidemic, pandemic or other force majeure event.

19. Indemnity

You agree to defend, indemnify and hold harmless EMed HealthTech, its parent corporation, officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

your use of and access to the platform;

your violation of any term of these Terms of Service;

your violation of any third party right, including without limitation any copyright, property, or privacy right; or

any claim that one of your Submissions caused damage to a third party.

This defense and indemnification obligation will survive these Terms of Service and your use of the platform.

The cost of any arbitration or legal suite initiated by a client will be borne out by the client himself. EMed HealthTech will not be liable to either compensate or pay any sum to the client or their representative in matters concerned with the legal suits.

As per some Government regulations, it is mandatory to have a Drug License Number and a Physical Retail Store. It may be either your or your partner’s network. However, EMed HealthTech will not be liable if a pharmacist using our services is found to be in absence of such license or certificate as the case may be.

20. Links To Third-Party Sites

The EMed HealthTech platforms may contain links to third-party sites. Access to any platform linked to any EMed HealthTech platform is not the responsibility of EMed HealthTech and EMed HealthTech is not responsible for the accuracy, or reliability of any content on such platforms. Further, the presence of a link to a third-party site does not mean that EMed HealthTech endorses that site, its products, or views expressed therein. EMed HealthTech provides these links merely for convenience and the presence of such third-party links is not an endorsement or recommendation by EMed HealthTech.

21. Assignment

You may not assign, sublicense or make available to any other person or entity, these Terms, or any rights or obligation hereunder, or the Services or any part thereof, in whole or in part without the prior written consent of EMed HealthTech, and any attempt by you to so assign, sublicense or make available shall be deemed null and void. EMed HealthTech may freely transfer and assign its rights and obligations hereunder to an affiliate or to a third party that acquires all or substantially all of the assets subject to these Terms or securities of EMed HealthTech or any entity into which EMed HealthTech shall merge or any affiliate thereof.

22. Severity

Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give maximum effect to the intention of the void or unenforceable term. These Terms together with the Privacy Policy, and Services subscription order forms accepted by EMed HealthTech, and any terms of service posted on EMed HealthTech’s platform represents the entire agreement between you and EMed HealthTech with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Titles used in these Terms are for purposes of convenience of reference only and shall not be considered in constructing these Terms.

23. Warranties

EMed HealthTech represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation.

EMed HealthTech warrants that the Saas Services will be performed in all material respects in accordance with the documentation. EMed HealthTech does not guarantee that the SaaS services will be performed 100% error-free or uninterrupted, or that EMed HealthTech will correct all SaaS Services errors in a timely manner. Customer acknowledges that EMed HealthTech does not control the transfer of data over communications facilities, including the internet, and that the SaaS service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

24. Feedback Information

Any information provided to EMed HealthTech in connection with any EMed HealthTech platform shall be provided by the submitter and received by EMed HealthTech on a non-confidential basis. Such information shall be considered non-confidential and property of EMed HealthTech. By submitting any such information to EMed HealthTech you agree to a no-charge assignment to EMed HealthTech of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information. EMed HealthTech shall be free to use such information on an unrestricted basis.

25. Payment

All subscription payment will be in advance.

Any subscription Payment received under this agreement are non refundable.

26. Provision of Free Trial

EMed HealthTech has the authority to provide, or in any case, alter or forfeit at its own discretion, a free trial.

Currently, EMed HealthTech provides a free trial for up to 7 days, wherein a user can explore all the features of the full-fledged multi-store model.

27. Additional Charges

All the prices of our platform and its related services are exclusive of any applicable taxes, so charges of applicable taxes may need to be paid by the customer.

Additional costs for SMS usage:

SMS Gateway charges depend upon the selection of SMS providers by you as there are multiple SMS providers. The cost for SMS is based on the tariff, type of SMS you select, and the location of the recipient.

Additional costs for video consultation streaming for Telemedicine:

In the Telemedicine module, we use Twilio for Video Consultation., which may incur additional charges. The approximate charges of the Twilio platform are $0.0004 per participant/minute/user for a video call. Please find other charges for video recording, media storage, etc. at: https://www.twilio.com/video/pricing

EMed HealthTech uses Digital Ocean for hosting services. The charges of which are as follows:

Plan Cloud Configuration Concurrent Users per hour Simultaneous Users per min**
Single Store Lite 1 GB RAM and 1 Core CPU 4,30,000 3,000
Single Store 1 GB RAM and 1 Core CPU 4,30,000 3,000
Multi Store 2 GB RAM and 1 Core CPU 4,80,000 3,500

Note:

** Simultaneous users means all users who are performing the same activity on the same screen. It is more useful when any marketing campaign is done.

If you (client) are planning for a bigger marketing campaign then get in touch with our support team well in advance and we can upgrade cloud configuration to a higher configuration at additional charges to support more simultaneous users. The actual prices may depend on the usage, and for any additional traffic, you may need to upgrade the plan which may incur additional charges.

You can refer to digital ocean cloud pricing at https://www.digitalocean.com/pricing/

*In a multi-store package, we are offering up to 3 stores. Additional stores will be charged at INR 1000/Store.

28. Watermarking of Product Images

The free trial does not include watermarking. When you upgrade to a paid plan, after that all product images will be watermarked automatically within 24 hours. You may contact the EMed HealthTech representative at 9409489749 or [email protected] in case it doesn’t get updated.

Watermarking on product images will be the same as the site title provided by the client during the registration process.