Terms & conditions

Terms & Conditions [End-User License Agreement]

*Please read this License Agreement thoroughly before using the Software*

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By clicking on the “I ACCEPT” button, you are consenting to be bound by these End-User License Agreement for using the Digihealth for the purpose of using Digihealth Software to the Users.

PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THESE END-USER LICENSE AGREEMENT BEFORE YOU USE THE SERVICE OF THE DIGIHEALTH SOFTWARE, AS YOU SHALL BE BOUND BY ALL THE END-USER LICENSE AGREEMENT HEREIN upon clicking on the “I ACCEPT” button. If you do not accept any of the End-User License Agreement, please do not use the Digihealth Software or avail any of the services being provided therein. YOUR AGREEMENT TO THE END-USER LICENSE AGREEMENT SHALL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND DIGIHEALTH IN RESPECT OF THE SERVICES OF THE DIGIHEALTH SOFTWARE.

This End-User License Agreement (this “Agreement”) is a legal contract between you, as either an individual or an Entity (as defined below), and Digify Software Private Limited or its subsidiaries or its associates or its affiliates (“Digihealth” or “Licensor”).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING DIGIHEALTH’ PROPRIETARY SOFTWARE, INCLUDING SOFTWARE AS A SERVICE, ACCOMPANIED BY THIS AGREEMENT (the “SOFTWARE”).

THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.

IF AT ANY TIME YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE “I DO NOT ACCEPT” OR SIMILAR BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE ANY COPIES YOU MAY HAVE. THIS AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND DIGIHEALTH CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH DIGIHEALTH RELATING TO THE SOFTWARE, WHETHER ORALLY OR IN WRITING.

1. Definitions

    1.1
    "Patches" shall mean the fixing of a programming error (bug) or of a wrong behaviour of the software or the related software code.

    1.2
    “Product” shall mean (a) the Digihealth instrument you have purchased for use with the Software, if any, or (b) the Software itself, if you have purchased the Software on a stand-alone basis.

    1.3
    “Software” shall, depending on the case, mean any of Digihealth’s software including in any form whether Website, cloud base software, Mobile Application, Desktop base software or through any other medium and the related documentation (in electronic or in paper form)
    1.3.1
    that is supplied to you on a data carrier medium, or
    1.3.2
    that is pre-installed on the Product (if the Product is not the Software itself), or
    1.3.3
    that can be downloaded by you online pursuant to prior authorization from Digihealth.

    1.4
    “Specifications” shall mean the functionality of the Software as described in the Product description and the help functions, if any, provided in electronic or in paper form by Digihealth in conjunction with the Software.

    1.5
    “Specified Computer Facility” shall mean the computer or server environment defined in the Product description that is required for the proper functioning of the Software.

    1.6
    “Updates” shall mean software that correct faults in the Software or that, pursuant to no obligation hereunder, enhances the functionality of the Software by providing additional functions or any other increases in performance.

2. Scope of the License

Digify Software Private Limited [CIN: U72900GJ2018PTC104533] having Registered Office at Grain Marchand, Vora Gali, Mahalxmi Street, Junagadh-362001, Gujarat, India (alternatively, the "Licensor" or “DIGIHEALTH”) hereby grants to you (the "Licensee") subject to payment of the applicable license fee and to continuous compliance with all the provisions hereinafter, the non-exclusive, non-transferable, non-sub-licensable and non-assignable right, to use in the manner set forth herein, unless otherwise agreed upon in the Purchase Agreement. The use of the Software for a purpose other than as licensed herein shall not be permitted.

    2.1
    Whether during or after the expiry of the License, the Licensee shall not be entitled to sell, sub-license, lend, share, transfer, assign, distribute the Software to any other party or make copies of the Software.

    2.2
    The Software shall be used by the Licensee only on a single designated server and in the event the Licensee intends to operate the Software on more than one server, separate licenses will have to be obtained by the Licensee for the same.

    2.3
    The Licensee and/or any person howsoever affiliated with or connected to the Licensee and who may access the Software shall not be entitled to modify, adapt, translate, tamper, reverse engineer, decompile, disassemble, or create derivative works out of this Software or decrypt or otherwise attempt to derive the source code of the Software, whether during or after the expiry of the License.

    2.4
    The Software shall be used by the Licensee only for legitimate, authorized, permitted and ethical transactions. The Licensee shall not use the Software to undertake any transactions which are, whether directly or indirectly, in derogation or in violation of any laws on India and/or any regulations of the SEBI, FMC and/or Reserve Bank of India and/or any agreements with the stock exchanges, commodity exchange and shall keep the Licensor saved, harmless and indemnified to that effect.

    2.5
    The Licensor reserves the right to make changes and update the software in regular intervals and the updates may change the manner the Software operates and may differ from the initial version licensed to the Licensee. The updated Software issued by the Licensor shall be governed by the terms of this License and the same shall be treated as Software hereunder.

3. License Fee and Period

    3.1
    Before payment of License Fees, you agrees that you has taken satisfactory demo of Digihealth’s software and then only you had shall make payment.

    3.2
    The License Fee being paid hereunder is towards usage of the software as sought by the Licensee till the period mentioned. The Software accepts data, up to the date till which License charges are paid. The Software shall stop functioning from the date of expiry of license. In case any person to whom Software and/or license key provided before payment of license fee, such license can be suspended by the Digihealth without notice or any kind of intimation to the licensee.

    3.3
    The tenure of license shall be as per scheme available from time to time and shall start from the date of first use of License key by the licensee. In case of renewal period shall start from the date of renewal fees paid or from the date of expiry of earlier license period whichever is later.

    3.4
    The License fees can be paid by any means as may be made available by the Digihealth from time to time. The license fees paid through cheque shall be subject to realization of same. In Case License fees paid through payment gateways provided by Digihealth, The Digihealth shall not be responsible for any extra charges levied by such payment gateways or any irruption happen during payment through payment gateways or amount debited from Account of Licensee but not received by the Digihealth.

4. Refund of License Fees

    4.1
    Once User has paid license fees it shall not be refundable except at discretion of Digihealth. Digihealth may refund amount at its discretion.

5. Consent to Use Data.

    5.1
    You agree that Digihealth may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software. Digihealth may use this information, as long as it is in a form that does not personally identify you, to operate, provide, improve, and develop our products, services and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, and for the other purposes described in this Agreement or to you as part of our products and services.

    5.2
    Should any personal data as described in the effective applicable law of your jurisdiction be gathered for the purposes as described above, you hereby expressly grant Digihealth the right to collect, record, arrange, accumulate, keep, update, extract, use, transfer (including trans-border transfer) access, depersonalize, block, remove your personal data obtained.

6. Limitation Of Liability

    6.1
    The Licensor has no liability, neither towards the procurement nor towards the functionality nor operation of other hardware and software, which are used to operate the Software.

    6.2
    The Licensor is not liable for loss or corruption of data entered using the Software resulting from and including without limitation, power cuts, equipment malfunctions, operating system errors, unauthorised access to the data by third persons, breach in the security system of the Licensee.

    6.3
    The Licensee shall protect its data by creating backups and running maintenance operations as frequently as deemed fit by the Licensee. The Licensor is not liable for any loss of data on account of failure on part of the Licensee to back up its data. Licensee shall take back up from his end and Licensor shall not be liable to help in back up or other related matters.

    6.4
    Further if any loss occurred to licensee, due to non functionality of software during license period, the Digihealth shall not be responsible for such loss. And in such case of non functionality of software should be intimated to the Digihealth as soon as possible.

    6.5
    Licensee shall bear the full risk for the performance of and results achieved by the Software and for its suitability for the use that Licensee has planned for it, even when Licensor has been informed of the planned use of the Software.

    6.6
    Licensee agrees that Digihealth may use server owned by third Party for data storage and related matters. Licensee further agrees that if any error arises in server, it may take time for repairing of Server. However, Licensor shall not be bound to provide specific time for server repairing or alternative time arrangement of same.

    6.7
    Digihealth can add or remove any module or features from any of their softwares without prior notice.

7. Customization

    7.1
    All customized requirements shall be on a chargeable basis. The Licensor reserves the right to refuse customization. In any case, the Licensee would have to ensure that the customization sought by him does not violate any laws, rules or guidelines issued by the concerned authorities or the laws of the land. All customization to software shall be done only with prior written approval of Licensor.

8. Support and Maintenance Services; Updates; Upgrades.

    8.1
    Digihealth will provide basic or primary level support or maintenance services under this Agreement. You acknowledge that Digihealth has no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this Agreement does not give you any rights in or to any of the foregoing. Further Digihealth may deny higher level support.

    8.2
    Digihealth may offer support and/or maintenance services separately. Any supplemental software code or related materials that Digihealth provides to you as part of any support and/or maintenance services are considered part of the Software and are subject to the terms and conditions of this Agreement.

9. Remote Assistance

    9.1
    The Digihealth's personnel may from time to time request the Licensee to provide Remote connectivity using tools like Logmein, Teamviewer or RAdmin etc. Providing such connectivity is mandatory. It shall be sole responsibility of Licensee to get and install tool of remote connectivity as demanded by Digihealth. However, maintaining the passwords and login security is completely the responsibility of the Licensee. The Licensee should change the system password once the remote session is over.

    9.2
    The Digihealth shall not be responsible for any loss or damage caused to Licensee during providing assistance by use of remote assistance.

10. Feedback

    10.1
    If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Digihealth (“Feedback”), regardless of any accompanying communication, Digihealth has no obligation to review, consider, or implement your Feedback, all such submissions are made on a non-confidential basis, Digihealth and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and you waive and agree not to assert any so-called “moral rights” you may have in the Feedback.

11. Reasonable Effort

    11.1
    The Licensor undertakes the responsibility to rectify any bugs reported by the Licensee within a reasonable period of time and within its reasonable capability. The Licensee should notify the Licensor of any noticed bugs in writing or through digitally signed mail or through direct contact with our designated personnel.

    11.2
    The Licensee agrees that the Licensor may take time for removal of bug of software as per nature of bug without any limitation of time.

    11.3
    The Licensor provides the License on software exclusively ‘as is’ without any warranty. The Software is immensely complex in its coding and its development involves a vast number of possible circumstances some of which are beyond the limits of resources to test these continuous developments fully. The Licensor is not liable for any direct, indirect, consequential, incidental or special damages, including loss of business, loss in profits, lost data or other incidental or consequential damage incurred by the Licensee due to any material error in the Software and/or from the use or inability to use the Software as the Licensee has obtained the License after acknowledgement of the limitations of the Software and its development. In the event of any such event the maximum liability is restricted to rectifying the bug.

12. Exclusion of other Assurances

    12.1
    Licensee hereby agrees that no verbal or written assurances, declarations, statements, recommendations or advertising messages have been made by Licensor, its employees, sales partners, agents, dealers or downstream distributors that could give rise to an amendment or extension of the foregoing warranties and limitation of liability. Licensee is hereby given notice that none of the forenamed persons is authorized by Licensor to make any such amendments or to provide any such assurances.

13. Submission of Information

    13.1
    Where you are invited to submit any information to our Software you agree, by submitting your contribution, to grant us a perpetual, royalty-free, non-exclusive, sub-licensable right and license to use the information, in accordance with privacy restrictions set out in the Privacy Statement. If you do not want to grant us the rights set out above, please do not submit your information to Software.

    13.2
    Further to paragraph, by submitting your information to our Software, you warrant that your contribution: is your own information and that you have the right to make it available to us for all the purposes specified above; is not defamatory; and does not infringe any law; and indemnify us against all legal fees, damages and other expenses that may be incurred by us as a result of your breach of the above warranty; and waive any moral rights in your contribution for the purposes of its submission to and publication on our Software and the purposes specified above.

14. Links and third parties

    14.1
    This software may contain links to third party websites/Webpage/Software. These links are provided solely as a convenience to you. If you click on any of these links, you will leave this Software. The Digihealth does not control, and is not responsible for, any third party websites or their content. Therefore, the Digihealth does not endorse or make any representations about third party websites, or any information, products, or materials found there. If you access any of the third party websites linked to these Websites, you do so entirely at your own risk.

    14.2
    Digihealth may at its discretion provide advertisement on its software from time to time.

15. Use of software by Minor

    15.1
    By using this software, you represent that you are not minor. Minors are strictly prohibited from using this software. You also confirm that you are eligible and competent to make or enter into contract as per law prevailing in country in which you are using our software or relevant place as per law.

16. Import, Export and Use of the Software

    16.1
    Licensee shall be exclusively responsible for ensuring compliance with the relevant legislation of their country, relating to its rights to import, export or use the Software.

17. Termination

    17.1
    The License terminates by efflux of time, unless renewed by the Licensee for a fresh period on payment of License Fee.

    17.2
    Notwithstanding the above, the Licensor shall be entitled to terminate the License during the tenure thereof by issuing a written notice of 7 (Seven) days, on breach of any of the terms hereunder by the Licensee and/or infringement or violation of the intellectual property rights of the Licensor due to any act or omission of the Licensee and/or any person howsoever affiliated with the Licensee and who has access to the Software.

    17.3
    The Licensee acknowledges and accepts that the terms of this Agreement are reasonable and necessary for the protection of business interests of the Licensor and that irreparable injury may result if they are breached. In the event of termination by the Licensor due to the breaches by Licensee, the Licensor shall forfeit the Licensee Fee already paid by the Licensee. Nevertheless, the Licensee also acknowledges and accepts any breach will cause irreparable loss and injury to the Licensor which cannot be compensated only by damages and the Licensor shall be entitled to seek further equitable relief, including injunction, in connection with a breach of the provisions of this Agreement.

18. Certification

    18.1
    It is beyond the scope of this agreement for the Licensor to provide the Licensee any certificate as to the authenticity / genuineness of the data if ever required by any agency.

19. Trademark Notice

    19.1
    The Digihealth logo or its other software trademarks are registered trademarks or trademarks of Digify Software Private Limited, in the India and/or other countries. All other trademarks referenced in the Software or Documentation are the property of their respective owners.

20. Intellectual property

    20.1
    The Digihealth own the copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on and from this software (collectively referred to as "Intellectual Property"). You may not reproduce, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including displaying or distributing the Intellectual Property using a third party website) without the prior written consent of the Digihealth. The Digihealth retains all rights that are not otherwise expressly granted in Agreement.

    20.2
    You Cannot:
    20.2.1
    Register any Digihealth’s Intellectual Property under any Intellectual Property laws whether in India or anywhere in the world.
    20.2.2
    Use/Register any Digihealth’s Intellectual Property i.e. similar or deceptively similar to that of Digihealth’s Intellectual Property to create utter confusion as to Digihealth or denotes/conveys any affiliation, endorsement or sponsorship by Digihealth.
    20.2.3
    Use/Register any Digihealth’s Intellectual Property as the business name, name of the Company/ Partnership/ Sole Proprietor/ Corporation/ Trust/ Society or any form of organization whether in India or anywhere in the world.
    20.2.4
    Use/Register any Digihealth’s Intellectual Property as domain name, product name, telephone listings, account names on various platforms etc.
    20.2.5
    Use/Display the product images of the Digihealth range of health software products on your website without the express written authorization from Digihealth.
    20.2.6
    Use Digihealth’s Intellectual Property with respect to any illegal, false, defamatory, objectionable, objectionable to public policy, pornographic, scandalous materials of any sort.

21. Governing Language.

    21.1
    Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.

22. No Waiver.

    22.1
    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.

23. Severability.

    23.1
    In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

24. Jurisdiction.

    24.1
    The High Court at Gujarat or its Subordinate Court at Junagadh only and no other shall have jurisdiction over any disputes arising out of all claims, suits or actions under this License. This Agreement shall be governed and interpreted by the laws of Republic of India.

25. Amendment.

    25.1
    Digihealth reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on www.digihealth.cloud, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. We encourage you to review the published Agreement from time to time to make yourself aware of changes. Material changes to these terms will be effective upon the earlier of (i) your first use of the Software with actual knowledge of such change, or (ii) 30 days from publishing the amended Agreement on www.digihealth.cloud. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.digihealth.cloud, the most current version will prevail. Your use of the Software after the amended Agreement becomes effective constitutes your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then it is your responsibility to terminate this Agreement pursuant to Termination Clause under this agreement.

26. Headings.

    26.1
    Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

27. Entire Agreement

    27.1
    This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.

28. Information

    28.1
    You further agree that our management shall not be held responsible directly or indirectly for any cyber crime related criminal or civil liabilities under I.T.Act,2000 relating to your information as you have agreed and acknowledged that our management complies with due diligence (care & controls) requirements of I.T.Act,2000 including its rules and amendments.

    28.2
    Further, you also agree and acknowledge that our management shall never be held responsible regarding privacy of your sensitive personal data in case of sharing your sensitive personal data to any authorized cyber investigation agency of appropriate government authorities as required under sections 67C, 69, 69A, 69B, 70B, 79 and 80 of I.T. Act, 2000 including its amendments and rules.

29. CONTACT US/ GRIEVANCE REDRESSAL MECHANISM

Any questions regarding these Terms and Conditions should be directed to www.digihealth.cloud

Agreement Version: 1.1
Agreement Version Date: 30/07/2020