TERMS & CONDITIONS OF USE
Terms of Use for Practitioners, Practices and Healthcare Providers for the use of Clirnet Concierge Suite and other Services provided by Clirnet Services Private Limited ("Clirnet").
Clirnet Services Private Limited (hereafter referred to "us", "we", or "Clirnet", which also includes its affiliates) is the author and publisher of the software and other ancillary and allied applications provided by Clirnet, including but not limited to the software and applications of the brand names 'Clirnet Knowledge Suite', 'Clirnet Concierge Suite', 'Clirnet Knowledge Capsule', 'Clirnet Grand Rounds', 'Clirnet Compendium', 'Clirnet MasterConsult', 'AskCLIR' (together with the Website ('www.clirnet.com'), referred to as the "Services").
These Terms of Use constitute the agreement (the "Agreement" or "Terms of Use") between Clirnet and the user of Clirnet's Subscription Services ("User", as defined in Section 2 of this agreement). Your use of Clirnet's Subscription Services, which include Clirnet Knowledge Suite & Clirnet Concierge Suite and various ancillary Services, for which a subscription amount may be payable for usage (hereinafter individually referred to as the "Subscription Service" and collectively referred to as the "Subscription Services") is subject to the following terms and conditions This Agreement, among other things, provides the terms and conditions for use of the Subscription Services, primarily a practice management system hosted and managed by Clirnet.
1. YOUR AGREEMENT WITH CLIRNET
1.1 You acknowledge that you will be bound by this Agreement for availing the Subscription Services offered by us.
1.2 Your access to use the Subscription Services will be solely at the discretion of Clirnet.
1.3 We reserve the right to modify the Terms of Use at any time without giving you any prior notice. Your use of the Subscription Services following any such modification constitutes your agreement to follow and be bound by the Terms of Use as modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of these Subscription Services or to particular Subscription Services is also considered as Terms of Use.
2. WHO IS CLIRNET?
Clirnet is the author and publisher of the software 'Clirnet Concierge Suite', 'Clirnet Knowledge Suite', and all their variants, editions, add-ons, and ancillary Subscription Services or services (including all files and images information, documents or contents contained in or generated by the software, and accompanying data, together the "Software"). The Subscription Services have been designed for use by medical practitioners engaged in the healthcare practices ("Practices") by healthcare providers ("Practitioners", which term shall also include designated associates of the healthcare providers who would use Software), and clients of the healthcare providers ("End-Users) to find, manage and organize information including but not limited to personal or non-personal information, practice and business information, appointments, prescriptions, medical records, billing, inventory and accounting details. All users of the Subscription Services are together termed as ("Users" or "you" or "your").
Clirnet makes no express or implied representations or warranties about its Subscription Services 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. Clirnet does not authorize anyone to make warranties on Clirnet's behalf and you shall not rely on any statement of warranty or, warranties by Clirnet. 3. TERMS OF USE 3.1 By using the Subscription Services, 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 these Subscription Services 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 BELOW, DO NOT CLICK THE "I AGREE" BOX, DO NOT COMPLETE THE REGISTRATION PROCESS, AND DO NOT ATTEMPT TO USE THE SERVICE. You expressly represent and warrant that you will not use these Subscription Services if you do not understand, agree to become a party to, and abide by all of the terms and conditions specified below. 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 CLIRNET MEANS YOU ARE CONSENTING TO THIS AGREEMENT. 3.2 You must be 18 years of age or older and a registered medical practitioner to register and use these Subscription Services in any manner. By registering, or accepting this Agreement, you represent and warrant to Clirnet that you are 18 years of age or older and are a registered medical practitioner, and that you have the right, authority and capacity to use the Subscription Services available through the Clirnet and agree to and abide by this Agreement. You also represent and warrant that you are not a person barred from receiving the Subscription Services under the laws of India or other countries including the country in which you are resident or from which you use the Subscription Services. 3.3 The Agreement is published in compliance of, and is governed by the provisions of Indian law, including but limited to: 3.3.1 the Indian Contract Act, 1872, 3.3.2 the (Indian) Information Technology Act, 2000, and 3.3.3 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"). 3.4 A condition of the Practitioner's use of and access to the Subscription Services provided by Clirnet to Users is the User's acceptance of this Agreement. Any Practitioner that does not agree with any provisions of the same is required to leave this computer resource/ the Subscription Services immediately and immediately discontinue use of all Subscription Services available at the Clirnet. 3.5 Clirnet authorizes the User to view and access the content available on the Subscription Services solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Subscription Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Subscription Services (collectively, "Clirnet Content"), are the property of Clirnet and are protected under copyright, trademark and other laws. User shall not modify the Clirnet Content or reproduce, display, publicly perform, distribute, or otherwise use the Clirnet Content in any way for any public or commercial purpose or for personal gain. 3.6 Multiple Practitioner's are not permitted to share the same/single login 3.7 If you are an employee, associate, consultant, intern or are in any way associated to the Practitioner that has subscribed to the Subscription Services and the subscribing Practitioner has authorized you, explicitly or implicitly, to use the Subscription Services, this Agreement is a three-way agreement between you, the Practitioner and Clirnet. Both the Practitioner and Clirnet may seek recourse against you for any violation of the terms of this Agreement. 3.8 Practitioner's shall not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their log-in or right to use the Subscription Services to any third party. You, the Practitioner, are solely responsible for the way anyone you have authorized to use the Subscription Services and for ensuring that all of such Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such User shall be deemed to be a violation thereof by you, the User. 3.9 You agree that any registration information you give to Clirnet will always be true, accurate, correct, complete and up to date, to the best of our knowledge. Any phone number used to register with the Subscription Services be registered in your name and you might be asked to provide supporting documents to prove the same. 3.10 You agree that you will not use the Subscription Services provided by Clirnet for any unauthorized and unlawful purpose. You will not impersonate another person, including, without limitation, a Practitioner, a Practice or User. 3.11 You agree to use the Subscription Services only for purposes that are permitted by (a) the Terms of Use and (b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries. 3.12 You agree not to access (or attempt to access) any of the Subscription Services by any means other than through the interface that is provided by Clirnet, unless you have been specifically allowed to do so in a separate agreement with Clirnet. 3.13 You agree that you will not engage in any activity that interferes with or disrupts the Subscription Services (or the servers and networks which are connected to the Subscription Services). 3.14 You agree that you will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Software or any other Subscription Services for any purpose whatsoever. 3.15 You agree that you are solely responsible for (and that Clirnet has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage which Clirnet may suffer) of any such breach. 3.16 You shall indemnify Clirnet for any claims, losses or damages or for the costs of any regulatory or court proceedings suffered by Clirnet as a result of your breach under any applicable law. 3.17 You expressly acknowledge and agree that your use of the Subscription Services is at your sole risk and that the Subscription Services are provided "as is" and "as available". 3.18 You agree that this Agreement and the Subscription Services of Clirnet are subject to any modification, or may be removed by Clirnet, as a result of change in government regulations, policies and local laws as applicable. 3.19 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any log-in you use to access the Software. 3.20 Your use of each Subscription Service confers upon you only the rights and obligations relating to such Subscription Service and not to any other Subscription Service or service that may be provided by Clirnet. 4. Use of Subscription Services 4.1 Clirnet provides Software through Clirnet Pad, as a Software as a Service (SaaS) model. Clirnet is not responsible for and does not deal with any of patient managed by Practitioner and only provides Software to Practitioner through the Clirnet Pad.. Clirnet does not transfer either the title or the intellectual property rights of the Software and other its Subscription Services, and Clirnet (or its licensors) retain full and complete title to the Software as well as all intellectual property rights therein. Practitioner agrees to use the Subscription Services and the materials provided therein only for purposes that are permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Information provided by a Practitioner to Clirnet may be used, stored or re-published by Clirnet or its affiliates even after the termination of these terms of Service. 4.2 Clirnet may offer at its discretion, a free trial of its Subscription Services for a specified time period. Practitioners 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 Practitioner enters into the Software, and any customizations made to the Software by or for Practitioner, during Practitioner's free trial will be permanently lost at the expiry of the specified time period unless the Practitioner upgrades his/her/its subscription to one of the Practitioner Plans. Clirnet does not provide any warranties during the trial period. 4.3 Clirnet offers its Subscription Services on as -is basis and has the sole right to modify any feature or customize them at its discretion. 4.4 Practitioner shall not access the Subscription Services of Clirnet if the Practitioner or the organization that he/she/it represents is Clirnet's direct competitor, except with Clirnet's prior written consent. In addition, the Practitioner shall not access the Subscription Services for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes of the Subscription Services of Clirnet 4.5 Clirnet provides, at its discretion basic support for the Subscription Services at no additional charge, and/or upgraded support if purchased separately and will use commercially reasonable efforts to make the Subscription Services available from Monday to Saturday from 10 am to 5 pm Indian Standard time, except for (i) planned downtime (of which Clirnet shall give at least 8 hours' notice to Practitioners via the Subscription Services and which Clirnet shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Indian Standard Time (IST) Friday to 6:00 a.m. Indian Standard Time (IST) Monday), or (ii) any unavailability caused by circumstances beyond Clirnet'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. Clirnet will provide the Subscription Services only in accordance with applicable laws and government regulations. 4.6 Notwithstanding anything to the contrary contained herein, Clirnet does not warrant that its Subscription Services will always function without disruptions, delay or errors. A number of factors may impact the use of the Subscription Services (depending on the Subscription Services used) and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, your power supply and telephony services. Clirnet 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. 4.7 In the event the Software are not available due to apparent default at Clirnet's end or are rendered unusable, Clirnet may at its discretion extend the subscription period of the Practitioner only by such number of calendar days when the Subscription Services were not available. However, you shall agree that Clirnet is not responsible and will not be held liable for the any failure of the intermediary services such as, internet connectivity failure or telephonic disconnections. 4.8 The Subscription Services may be subject to certain limitations, such as, limits on disk storage space, and, other limitations dependent on the Service Level Agreement (SLA's) with different service providers. Any such limitations are specified in the referred SLA's. 4.9 Notwithstanding anything to the contrary contained herein, Practitioner alone shall be liable for Practitioner's dealings and interaction with patient, his/her representatives or affiliates, Clirnet does not guarantee or make any representation with respect to the correctness, completeness or accuracy of the information or detail provided by End-Users or any third party through the Subscription Services. The Subscription Services are not intended for and must not be used for emergency purposes such as emergency appointments, emergency healthcare procedures or any other emergency situations. 4.10 Clirnet may, at its sole discretion, suspend Practitioner's ability to use or access the Subscription Services at any time while Clirnet investigates complaints or alleged violations of this Agreement, or for any other reason. 4.11 Clirnet reserves the right to use all information captured in its Subscription Services in anonymized form for the purpose of its Subscription Services improvements, and providing analytics and businesses intelligence to the third parties. On the basis of such information, Clirnet tries to make its Subscription Services more useful in following way: • Promotion of new Subscription Services, • Analyzing software usage patterns for improving Subscription Services design and utility; • Analyzing anonymized End-Users information for research and development of new technologies and any other Subscription Services offerings Practitioner's can use the rectification tools provided by Clirnet or contact Clirnet immediately for rectifications. Clirnet shall bear no liability or responsibility in this regard. 4.12 Clirnet reserves the right to use the following types of information stored in our software: • Practice information; • Practitioner information; • End-Users' demographic information as anonymized form; • End-Users' information in relation to his health and history (anonymized form); 4.13 Certain Subscription Services (including ancillary Subscription Services) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Software ("Specific Terms"). In such cases, the applicable Specific Terms will be and your access to and use of the relevant Subscription Services will be contingent upon your acceptance of and compliance with such Specific Terms. 4.14 Clirnet reserves the right to add new functionality, remove existing functionality, and modify existing functionality to its Subscription Services as and when it deems fit, and make any such changes available in newer versions of its Subscription Services or native mobile application or all of these at its discretion. All Users of its Subscription Services will be duly notified upon release of such newer versions and Clirnet reserves the right to automatically upgrade all Users to the latest version of its Software as and when it deems fit. 4.15 The Practitioner agrees that if the Software is being used by its employees or agents, including receptionists, such employees or agents will use the Software in accordance with this Agreement. 4.16 Clirnet reserves the right to make any further operational changes to the Software, at its discretion and the Practitioners will be notified of such changes or updates with a prior notice. 4.17 User shall agree that they will be subscribing the Software for the purpose of End--User management and will not use the Subscription Services provided by Clirnet for any unauthorized and unlawful purpose. You will not impersonate another person. 4.18 User shall agree that you will indemnify and keep indemnified Clirnet for all the costs, damages and losses any in case of any breach of security procedures by the User(s), User's employees or its vendors. 4.19 Any communication sent by or through Clirnet to the clients or customers (whether or not End-Users) of a particular Practitioners is based solely on information uploaded by such Practitioners on the Clirnet software. The accuracy and completeness of such information (including but not limited to contact details of the client or customer) is the sole responsibility of the Practitioners. Clirnet will not be responsible for the incompleteness or inaccuracy such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient. 4.20 Clirnet reserves the right to provide support services to its Practitioner as per the terms of this Agreement, only once the Practitioner has made his payment. 4.21 User shall agree that Clirnet is responsible to the extent of its Subscription Services and shall not be held liable beyond the scope of this Agreement. 4.22 User shall agree that Clirnet shall be liable for any costs or damages, whatsoever to extent of the amount equal to User's yearly subscription. 4.23 Any communication sent by the Practitioner to its clients or customers (whether or not End-Users) based on information collected by the Practitioners of its clients or customers will be sole responsibility of the Practitioners. The Practitioners must ensure accuracy of such communication sent, and must ensure that it is sent to the intended recipient. 4.24 The User shall refer to and be bound by Clirnet's instructions and policies on Clirnet PAD (hardware package to run the Software) provided separately to the Practitioner. 5. Collection, Use, Storage and Transfer of Personal Information 5.1 The terms "personal information" and "sensitive personal data or information" are defined under the SPI Rules, and are reproduced in the privacy policy ("Privacy Policy") available within the Software Package. 5.2 The Privacy Policy sets out: • The type of information collected from Users, including sensitive personal data or information; • The purpose, means and modes of usage of such information; and • How and to whom Clirnet will disclose such information. 5.3 The User is expected to read and understand the Privacy Policy, so as to ensure that he or she has the knowledge of: • the fact that the information is being collected; • the purpose for which the information is being collected; • the intended recipients of the information; • the name and address of the agency that is collecting the information and the agency that will retain the information; and • the various rights available to such Users in respect of such information. 5.4 Each Practice and its users of Software will be responsible for obtaining explicit consent from their End-Users before storing any End--User information in Software. 5.5 Clirnet shall not be responsible in any manner for the authenticity of the personal information or sensitive personal data or information supplied by the User to Clirnet or any other person acting on behalf of Clirnet. 5.6 The use of the Subscription Services involves every Practitioner's registration information being stored and submitted to the appropriate authorities. The consent and procedure for such collection and submission is provided in the privacy policy. The other information collected by Clirnet from Users as part of the registration process is described in the privacy policy. The consent and revocation procedures in relation to the same are set out in the Privacy Policy 5.7 The Practitioner is responsible for maintaining the confidentiality of the Practitioner's log-in account access information and password. The Practitioner shall be responsible for all usage of the Practitioner's log-in or password, whether or not authorized by the Practitioner. The Practitioner shall immediately notify Clirnet of any actual or suspected unauthorized use of the Practitioner's log-in or password. Although Clirnet will not be liable for your losses caused by any unauthorized use of your account such as stolen or hacked passwords, you may be liable for the losses to Clirnet or any others parties due to such unauthorized use. 5.8 If a Practitioner provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Clirnet has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Clirnet has the right to discontinue the Subscription Services to the Practitioner at its sole discretion. 5.9 Clirnet may, at its discretion, use information stored in its Subscription Services from time to time for the purposes of debugging customer support related issues. 5.10 Clirnet collects and uses Practitioners personal and demographics information in ways as stated in Privacy Policy that can be found within the Software. Clirnet intends to seek Practitioner's permission if it wishes to use any Practitioner's personal data for any purpose not specified herein or in the Privacy Policy. Any information provided by the Practitioner may be retained by Clirnet and used at its discretion after termination of this Agreement or expiry of a subscription by the Practitioner, and thereupon the Agreement and Privacy Policy of the Website shall be applicable to such information 6. Covenants 6.1 As mandated by Regulation 3(2) of the IG Rules, Clirnet hereby informs the Practitioner that the Practitioner is not permitted to host, display, upload, modify, publish, transmit, update or share any information that: • belongs to another person and to which the Practitioner does not have any right to; • is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, 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; [b] deceives or misleads the addressee (or End--User or Practitioner) 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, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation. 6.2 The Practitioner is also prohibited from: [i] violating or attempting to violate the integrity or security of the Subscription Services or any Clirnet Software; [ii] intentionally submitting on the Subscription Services any incomplete, false or inaccurate information; [iii] making any unsolicited communications to other Practitioners; [iv] using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Service; [v] attempting to decipher, decompile, disassemble or reverse engineer any part of the Subscription Services unless explicitly permitted by Clirnet; [vi] copying or duplicating in any manner any of the Clirnet content or other information available from the Service; [vii] framing or hotlinking or deeplinking any Clirnet content. [viii] circumventing or disabling any digital rights management, usage rules, or other security features of the Software. 6.3 Clirnet, 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 in Clause 6.2 above, shall be entitled to disable such information that is in contravention of Clause 6.2. Clirnet shall be entitled to preserve such information and associated records for at least 90 (ninety) days for service on to governmental or investigative authorities for investigation purposes. 6.4 In case of non-compliance with any applicable laws, rules or regulations, or the Agreement (including the privacy policy) by a Practitioner, Clirnet has the right to immediately terminate the access or usage rights of the Practitioner to the Subscription Services and to remove non compliant information. 6.5 Clirnet may disclose or transfer Practitioner Information (as defined in the privacy policy) to its affiliates, and you hereby consent to such transfer. The SPI Rules only permit Clirnet to transfer sensitive personal data or information including any information, to any other body corporate or a person in India, or located in any other country, that ensures the same level of data protection that is adhered to by Clirnet as provided for under the SPI Rules, only if such transfer is necessary for the performance of the lawful contract between Clirnet or any person on its behalf and the practitioner or where the Practitioner has consented to data transfer. 6.6 Clirnet respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights. 7. Liability 7.1 Clirnet shall not be responsible or liable in any manner to the Practitioner for any losses, damage, injuries or expenses incurred by the Practitioner as a result of any disclosures made by Clirnet, where the Practitioner has consented to the making of disclosures by Clirnet. If the Practitioner had revoked such consent under the terms of the privacy policy, then Clirnet shall not be responsible or liable in any manner to the Practitioner for any losses, damage, injuries or expenses incurred by the Practitioner as a result of any disclosures made by Clirnet prior to its actual receipt of such revocation. 7.2 The Practitioner shall not hold Clirnet responsible or liable in any way for any disclosures by Clirnet under Regulation 6 of the SPI Rules. 7.3 The Software provided by Clirnet 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). Clirnet does not provide or make any representation, warranty or guaranty, express or implied about the Subscription Services. Clirnet does not verify any content or information provided by Practitioners on its Subscription Services and to the fullest extent permitted by law, disclaims all liability arising out of the Practitioner's use or reliance upon the Subscription Services, , the Clirnet Content, representations and warranties made by the Practitioners or the content or information provided by the Practitioners on the Subscription Services or any opinion or suggestion given or expressed by Clirnet or any Practitioner in relation to any Practitioner or Subscription Services provided by such Practitioner 7.4 Clirnet assumes no responsibility, and shall not be liable for ways in which End- User data is used by Practitioners and other authorized users of Software at a Practice. It is the responsibility of the Practice alone to ensure that the End- User data either stored in Software or taken out from Software by printing or exporting to PDF, CSV or any other computer file format or data stored offline in mobile devices of users accessing Software through mobile applications published by Clirnet, is used in compliance to local privacy laws applicable to the Practice's business transactions with End-Users. 7.5 The Subscription Services of Clirnet may be linked to the services of third parties, affiliates and business partners. Clirnet has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such Subscription Services or made available by/through our Subscription Services. Inclusion of any link on the Subscription Services does not imply that Clirnet endorses the linked site. Practitioner may use the links and these Subscription Services at Practitioner's own risk. 7.6 The Subscription Services may enable Practitioner to communicate with other Practitioners or to post information to be accessed by others, whereupon other Practitioners may collect such data. Such Practitioners, including any moderators or administrators, are not authorized Clirnet representatives or agents, and their opinions or statements do not necessarily reflect those of Clirnet, and they are not authorized to bind Clirnet to any contract. Clirnet hereby expressly disclaims any liability for any reliance or misuse of such information that is made available by Practitioners or visitors in such a manner. 7.7 In no event, including but not limited to negligence, shall Clirnet, or any of its directors, officers, employees, agents or content or service providers (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Subscription Services or the content, materials and functions related thereto, Practitioner's provision of information via the Subscription Services of the Clirnet, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for provision of or failure to provide all or any Subscription Services by Practitioners to End-Practitioners contacted or managed through the Service. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any Practitioner or other person on or through the Subscription Services. In no event shall the total aggregate liability of the protected entities to a Practitioner for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or a Practitioner's use of the Subscription Services exceed, in the aggregate Rs. 1000. 7.8 In no event shall the protected entities be liable for failure on the part of the Practitioners to provide agreed Subscription Services or to make himself/herself available at the appointed time, cancellation or rescheduling of appointments. In no event shall the protected entities be liable for any comments or feedback given by any of the Practitioners in relation to the Subscription Services provided by a Practitioner. 7.9 The reviews and the feedbacks are displayed by the Clirnet at its discretion. You agree that Clirnet may contact you through telephone, email, sms, or at your contact details for the limited purpose of: • Obtaining feedback in relation to Clirnet's Subscription Services; and/or • Obtaining feedback in relation to any survey/ related activities 7.10 The protected entities and the Clirnet shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in Clirnet Subscription Services made to you, or for any unauthorized interception of Customer's communications or other breaches of privacy attributable in part to the acts or omissions of Customer or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with the Service. 8. Indemnity Practitioner agrees to indemnify and hold harmless Clirnet, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party vendors, from claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from his/her/ its access to or use of Software, violation of this Agreement, or infringement, or infringement by any other practitioner of his/her/its account, of any intellectual property or other right of any person or entity. Clirnet will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost 9. Term, Termination and Disputes 9.1 This Agreement will remain in full force and effect while the Practitioner is a user of any of the Subscription Services in any form or capacity. 9.2 The Practitioner can request for termination of his/her/its membership with Clirnet at any time by providing 30 (thirty) days' prior written notice to support@clirnet.com.. During this 30 -day period, Clirnet will investigate and ascertain the fulfilment of any ongoing Subscription Services or pending dues related to subscription fees or any other fees by the Practitioner. Clirnet may require the Practitioner to continue his/her/its subscription until the completion or termination of an on-going Subscription Services or subscription period, should the situation warrant and at Clirnet's discretion. The Practitioner shall be obligated to clear any dues with Clirnet for any of its Subscription Services for which the Practitioner has procured. Clirnet shall not be liable to you or any third party for any termination of your access to the Site and/or the Subscription Services. 9.3 Clirnet reserves the right to terminate any account in cases where: • A Practitioner breaches any terms and conditions of this terms of use or privacy policy; • Clirnet is unable to verify or authenticate any information provide to Clirnet by a Practitioner; or • Clirnet believes in its sole discretion that Practitioner's actions may cause legal liability for such Practitioner, other Practitioners or for Clirnet or are contrary to the interests of the Service. 9.4 Once temporarily suspended, indefinitely suspended or terminated, the Practitioner may not continue to use the Subscription Services under the same account, a different account or re-register under a new account, unless explicitly permitted by Clirnet. On termination of an account due to the reasons mentioned herein, such Practitioner shall no longer have access to data, messages, files and other content kept on the Subscription Services by such Practitioner. The Practitioner shall ensure that he/she/it maintains has continuous backup of any Practitioner- provided content, data or information on the Service, in order to comply with his/her/its record keeping process and practices. Nothing contained in these Terms of Use shall restrict Clirnet's use of the data or right to publish information made available by a Practitioner in the public domain through the Subscription Services or any other platform managed by Clirnet after the termination or expiry of a subscription or cessation of operation of these Terms in relation to a specific Practitioner. 9.5 Return of Practitioner's Data: Upon request by a Practitioner made within 30 (thirty) days after the effective date of termination of a Subscription Services subscription due to non-payment, Clirnet will make available to the Practitioner for download a copy of such Practitioner's data in comma separated value (.csv) format or any other format as determined by Clirnet. After such 30 (thirty) days period, Clirnet shall have no obligation to maintain or provide any of such Practitioner's data and shall thereafter, unless legally prohibited, delete all Practitioner's data in its systems or otherwise in its possession or under its control. In cases where Practitioner terminates the subscription voluntarily, it will be the sole responsibility of the Practitioner to make a copy of their data before terminating the subscription - Practitioners data will not be available after termination of subscription in such cases. 9.6 Clirnet reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of the Practitioner's content from the Subscription Services and immediate termination of the Practitioner's account with or without ability to access the Softwares, upon any breach by the Practitioner of this Agreement or if Clirnet is unable to verify or authenticate any information the Practitioner submits to Clirnet, or if the Practitioner fails to provide (or after providing such consent, later revokes) the consents necessary or desirable for Clirnet to provide the Subscription Services to the Practitioner. 9.7 This Agreement and any contractual obligation between Clirnet and Practitioner will be governed by the laws of India, subject to the exclusive jurisdiction of Courts in Kolkata, India. 9.8 Even after termination, certain obligations mentioned under Covenants, Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination. 9.9 Any amendment in these Terms shall replace all previous versions of the same. 10. Theft of Subscription services You agree to notify Clirnet immediately, in writing or by mail to support@clirnet.com. or by calling Clirnet Customer Care on +918880588999, if your content is stolen or if you become aware at any time that your account with any Subscription Service is being misused or being used fraudulently. When you call or write, you must provide your account details and a detailed description of the circumstances of the theft or fraudulent use of the Subscription Services. Failure to do so promptly or within a reasonably prompt time period after discovery of the improper use may result in the termination of your Subscription Services and additional charges to you. You will be liable for all use of the Subscription Services if your account is misused and also for any and all stolen Subscription Services or fraudulent use of the Service. Notwithstanding anything herein to the contrary, Clirnet shall not be liable to extend the subscription period or waive -off any fees on account of such theft or fraudulent use. This includes, but is not limited to, modem hijacking, wireless hijacking, or other fraud arising out of a failure of your internal or corporate security procedures. Clirnet will not issue refunds for fraudulent use resulting from your negligent or wilful acts or those of an authorized practitioner of your Subscription Services.
Clirnet makes no express or implied representations or warranties about its Subscription Services 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. Clirnet does not authorize anyone to make warranties on Clirnet's behalf and you shall not rely on any statement of warranty or, warranties by Clirnet. 3. TERMS OF USE 3.1 By using the Subscription Services, 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 these Subscription Services 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 BELOW, DO NOT CLICK THE "I AGREE" BOX, DO NOT COMPLETE THE REGISTRATION PROCESS, AND DO NOT ATTEMPT TO USE THE SERVICE. You expressly represent and warrant that you will not use these Subscription Services if you do not understand, agree to become a party to, and abide by all of the terms and conditions specified below. 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 CLIRNET MEANS YOU ARE CONSENTING TO THIS AGREEMENT. 3.2 You must be 18 years of age or older and a registered medical practitioner to register and use these Subscription Services in any manner. By registering, or accepting this Agreement, you represent and warrant to Clirnet that you are 18 years of age or older and are a registered medical practitioner, and that you have the right, authority and capacity to use the Subscription Services available through the Clirnet and agree to and abide by this Agreement. You also represent and warrant that you are not a person barred from receiving the Subscription Services under the laws of India or other countries including the country in which you are resident or from which you use the Subscription Services. 3.3 The Agreement is published in compliance of, and is governed by the provisions of Indian law, including but limited to: 3.3.1 the Indian Contract Act, 1872, 3.3.2 the (Indian) Information Technology Act, 2000, and 3.3.3 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"). 3.4 A condition of the Practitioner's use of and access to the Subscription Services provided by Clirnet to Users is the User's acceptance of this Agreement. Any Practitioner that does not agree with any provisions of the same is required to leave this computer resource/ the Subscription Services immediately and immediately discontinue use of all Subscription Services available at the Clirnet. 3.5 Clirnet authorizes the User to view and access the content available on the Subscription Services solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Subscription Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Subscription Services (collectively, "Clirnet Content"), are the property of Clirnet and are protected under copyright, trademark and other laws. User shall not modify the Clirnet Content or reproduce, display, publicly perform, distribute, or otherwise use the Clirnet Content in any way for any public or commercial purpose or for personal gain. 3.6 Multiple Practitioner's are not permitted to share the same/single login 3.7 If you are an employee, associate, consultant, intern or are in any way associated to the Practitioner that has subscribed to the Subscription Services and the subscribing Practitioner has authorized you, explicitly or implicitly, to use the Subscription Services, this Agreement is a three-way agreement between you, the Practitioner and Clirnet. Both the Practitioner and Clirnet may seek recourse against you for any violation of the terms of this Agreement. 3.8 Practitioner's shall not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their log-in or right to use the Subscription Services to any third party. You, the Practitioner, are solely responsible for the way anyone you have authorized to use the Subscription Services and for ensuring that all of such Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such User shall be deemed to be a violation thereof by you, the User. 3.9 You agree that any registration information you give to Clirnet will always be true, accurate, correct, complete and up to date, to the best of our knowledge. Any phone number used to register with the Subscription Services be registered in your name and you might be asked to provide supporting documents to prove the same. 3.10 You agree that you will not use the Subscription Services provided by Clirnet for any unauthorized and unlawful purpose. You will not impersonate another person, including, without limitation, a Practitioner, a Practice or User. 3.11 You agree to use the Subscription Services only for purposes that are permitted by (a) the Terms of Use and (b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries. 3.12 You agree not to access (or attempt to access) any of the Subscription Services by any means other than through the interface that is provided by Clirnet, unless you have been specifically allowed to do so in a separate agreement with Clirnet. 3.13 You agree that you will not engage in any activity that interferes with or disrupts the Subscription Services (or the servers and networks which are connected to the Subscription Services). 3.14 You agree that you will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Software or any other Subscription Services for any purpose whatsoever. 3.15 You agree that you are solely responsible for (and that Clirnet has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage which Clirnet may suffer) of any such breach. 3.16 You shall indemnify Clirnet for any claims, losses or damages or for the costs of any regulatory or court proceedings suffered by Clirnet as a result of your breach under any applicable law. 3.17 You expressly acknowledge and agree that your use of the Subscription Services is at your sole risk and that the Subscription Services are provided "as is" and "as available". 3.18 You agree that this Agreement and the Subscription Services of Clirnet are subject to any modification, or may be removed by Clirnet, as a result of change in government regulations, policies and local laws as applicable. 3.19 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any log-in you use to access the Software. 3.20 Your use of each Subscription Service confers upon you only the rights and obligations relating to such Subscription Service and not to any other Subscription Service or service that may be provided by Clirnet. 4. Use of Subscription Services 4.1 Clirnet provides Software through Clirnet Pad, as a Software as a Service (SaaS) model. Clirnet is not responsible for and does not deal with any of patient managed by Practitioner and only provides Software to Practitioner through the Clirnet Pad.. Clirnet does not transfer either the title or the intellectual property rights of the Software and other its Subscription Services, and Clirnet (or its licensors) retain full and complete title to the Software as well as all intellectual property rights therein. Practitioner agrees to use the Subscription Services and the materials provided therein only for purposes that are permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Information provided by a Practitioner to Clirnet may be used, stored or re-published by Clirnet or its affiliates even after the termination of these terms of Service. 4.2 Clirnet may offer at its discretion, a free trial of its Subscription Services for a specified time period. Practitioners 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 Practitioner enters into the Software, and any customizations made to the Software by or for Practitioner, during Practitioner's free trial will be permanently lost at the expiry of the specified time period unless the Practitioner upgrades his/her/its subscription to one of the Practitioner Plans. Clirnet does not provide any warranties during the trial period. 4.3 Clirnet offers its Subscription Services on as -is basis and has the sole right to modify any feature or customize them at its discretion. 4.4 Practitioner shall not access the Subscription Services of Clirnet if the Practitioner or the organization that he/she/it represents is Clirnet's direct competitor, except with Clirnet's prior written consent. In addition, the Practitioner shall not access the Subscription Services for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes of the Subscription Services of Clirnet 4.5 Clirnet provides, at its discretion basic support for the Subscription Services at no additional charge, and/or upgraded support if purchased separately and will use commercially reasonable efforts to make the Subscription Services available from Monday to Saturday from 10 am to 5 pm Indian Standard time, except for (i) planned downtime (of which Clirnet shall give at least 8 hours' notice to Practitioners via the Subscription Services and which Clirnet shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Indian Standard Time (IST) Friday to 6:00 a.m. Indian Standard Time (IST) Monday), or (ii) any unavailability caused by circumstances beyond Clirnet'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. Clirnet will provide the Subscription Services only in accordance with applicable laws and government regulations. 4.6 Notwithstanding anything to the contrary contained herein, Clirnet does not warrant that its Subscription Services will always function without disruptions, delay or errors. A number of factors may impact the use of the Subscription Services (depending on the Subscription Services used) and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, your power supply and telephony services. Clirnet 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. 4.7 In the event the Software are not available due to apparent default at Clirnet's end or are rendered unusable, Clirnet may at its discretion extend the subscription period of the Practitioner only by such number of calendar days when the Subscription Services were not available. However, you shall agree that Clirnet is not responsible and will not be held liable for the any failure of the intermediary services such as, internet connectivity failure or telephonic disconnections. 4.8 The Subscription Services may be subject to certain limitations, such as, limits on disk storage space, and, other limitations dependent on the Service Level Agreement (SLA's) with different service providers. Any such limitations are specified in the referred SLA's. 4.9 Notwithstanding anything to the contrary contained herein, Practitioner alone shall be liable for Practitioner's dealings and interaction with patient, his/her representatives or affiliates, Clirnet does not guarantee or make any representation with respect to the correctness, completeness or accuracy of the information or detail provided by End-Users or any third party through the Subscription Services. The Subscription Services are not intended for and must not be used for emergency purposes such as emergency appointments, emergency healthcare procedures or any other emergency situations. 4.10 Clirnet may, at its sole discretion, suspend Practitioner's ability to use or access the Subscription Services at any time while Clirnet investigates complaints or alleged violations of this Agreement, or for any other reason. 4.11 Clirnet reserves the right to use all information captured in its Subscription Services in anonymized form for the purpose of its Subscription Services improvements, and providing analytics and businesses intelligence to the third parties. On the basis of such information, Clirnet tries to make its Subscription Services more useful in following way: • Promotion of new Subscription Services, • Analyzing software usage patterns for improving Subscription Services design and utility; • Analyzing anonymized End-Users information for research and development of new technologies and any other Subscription Services offerings Practitioner's can use the rectification tools provided by Clirnet or contact Clirnet immediately for rectifications. Clirnet shall bear no liability or responsibility in this regard. 4.12 Clirnet reserves the right to use the following types of information stored in our software: • Practice information; • Practitioner information; • End-Users' demographic information as anonymized form; • End-Users' information in relation to his health and history (anonymized form); 4.13 Certain Subscription Services (including ancillary Subscription Services) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Software ("Specific Terms"). In such cases, the applicable Specific Terms will be and your access to and use of the relevant Subscription Services will be contingent upon your acceptance of and compliance with such Specific Terms. 4.14 Clirnet reserves the right to add new functionality, remove existing functionality, and modify existing functionality to its Subscription Services as and when it deems fit, and make any such changes available in newer versions of its Subscription Services or native mobile application or all of these at its discretion. All Users of its Subscription Services will be duly notified upon release of such newer versions and Clirnet reserves the right to automatically upgrade all Users to the latest version of its Software as and when it deems fit. 4.15 The Practitioner agrees that if the Software is being used by its employees or agents, including receptionists, such employees or agents will use the Software in accordance with this Agreement. 4.16 Clirnet reserves the right to make any further operational changes to the Software, at its discretion and the Practitioners will be notified of such changes or updates with a prior notice. 4.17 User shall agree that they will be subscribing the Software for the purpose of End--User management and will not use the Subscription Services provided by Clirnet for any unauthorized and unlawful purpose. You will not impersonate another person. 4.18 User shall agree that you will indemnify and keep indemnified Clirnet for all the costs, damages and losses any in case of any breach of security procedures by the User(s), User's employees or its vendors. 4.19 Any communication sent by or through Clirnet to the clients or customers (whether or not End-Users) of a particular Practitioners is based solely on information uploaded by such Practitioners on the Clirnet software. The accuracy and completeness of such information (including but not limited to contact details of the client or customer) is the sole responsibility of the Practitioners. Clirnet will not be responsible for the incompleteness or inaccuracy such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient. 4.20 Clirnet reserves the right to provide support services to its Practitioner as per the terms of this Agreement, only once the Practitioner has made his payment. 4.21 User shall agree that Clirnet is responsible to the extent of its Subscription Services and shall not be held liable beyond the scope of this Agreement. 4.22 User shall agree that Clirnet shall be liable for any costs or damages, whatsoever to extent of the amount equal to User's yearly subscription. 4.23 Any communication sent by the Practitioner to its clients or customers (whether or not End-Users) based on information collected by the Practitioners of its clients or customers will be sole responsibility of the Practitioners. The Practitioners must ensure accuracy of such communication sent, and must ensure that it is sent to the intended recipient. 4.24 The User shall refer to and be bound by Clirnet's instructions and policies on Clirnet PAD (hardware package to run the Software) provided separately to the Practitioner. 5. Collection, Use, Storage and Transfer of Personal Information 5.1 The terms "personal information" and "sensitive personal data or information" are defined under the SPI Rules, and are reproduced in the privacy policy ("Privacy Policy") available within the Software Package. 5.2 The Privacy Policy sets out: • The type of information collected from Users, including sensitive personal data or information; • The purpose, means and modes of usage of such information; and • How and to whom Clirnet will disclose such information. 5.3 The User is expected to read and understand the Privacy Policy, so as to ensure that he or she has the knowledge of: • the fact that the information is being collected; • the purpose for which the information is being collected; • the intended recipients of the information; • the name and address of the agency that is collecting the information and the agency that will retain the information; and • the various rights available to such Users in respect of such information. 5.4 Each Practice and its users of Software will be responsible for obtaining explicit consent from their End-Users before storing any End--User information in Software. 5.5 Clirnet shall not be responsible in any manner for the authenticity of the personal information or sensitive personal data or information supplied by the User to Clirnet or any other person acting on behalf of Clirnet. 5.6 The use of the Subscription Services involves every Practitioner's registration information being stored and submitted to the appropriate authorities. The consent and procedure for such collection and submission is provided in the privacy policy. The other information collected by Clirnet from Users as part of the registration process is described in the privacy policy. The consent and revocation procedures in relation to the same are set out in the Privacy Policy 5.7 The Practitioner is responsible for maintaining the confidentiality of the Practitioner's log-in account access information and password. The Practitioner shall be responsible for all usage of the Practitioner's log-in or password, whether or not authorized by the Practitioner. The Practitioner shall immediately notify Clirnet of any actual or suspected unauthorized use of the Practitioner's log-in or password. Although Clirnet will not be liable for your losses caused by any unauthorized use of your account such as stolen or hacked passwords, you may be liable for the losses to Clirnet or any others parties due to such unauthorized use. 5.8 If a Practitioner provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Clirnet has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Clirnet has the right to discontinue the Subscription Services to the Practitioner at its sole discretion. 5.9 Clirnet may, at its discretion, use information stored in its Subscription Services from time to time for the purposes of debugging customer support related issues. 5.10 Clirnet collects and uses Practitioners personal and demographics information in ways as stated in Privacy Policy that can be found within the Software. Clirnet intends to seek Practitioner's permission if it wishes to use any Practitioner's personal data for any purpose not specified herein or in the Privacy Policy. Any information provided by the Practitioner may be retained by Clirnet and used at its discretion after termination of this Agreement or expiry of a subscription by the Practitioner, and thereupon the Agreement and Privacy Policy of the Website shall be applicable to such information 6. Covenants 6.1 As mandated by Regulation 3(2) of the IG Rules, Clirnet hereby informs the Practitioner that the Practitioner is not permitted to host, display, upload, modify, publish, transmit, update or share any information that: • belongs to another person and to which the Practitioner does not have any right to; • is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, 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; [b] deceives or misleads the addressee (or End--User or Practitioner) 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, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation. 6.2 The Practitioner is also prohibited from: [i] violating or attempting to violate the integrity or security of the Subscription Services or any Clirnet Software; [ii] intentionally submitting on the Subscription Services any incomplete, false or inaccurate information; [iii] making any unsolicited communications to other Practitioners; [iv] using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Service; [v] attempting to decipher, decompile, disassemble or reverse engineer any part of the Subscription Services unless explicitly permitted by Clirnet; [vi] copying or duplicating in any manner any of the Clirnet content or other information available from the Service; [vii] framing or hotlinking or deeplinking any Clirnet content. [viii] circumventing or disabling any digital rights management, usage rules, or other security features of the Software. 6.3 Clirnet, 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 in Clause 6.2 above, shall be entitled to disable such information that is in contravention of Clause 6.2. Clirnet shall be entitled to preserve such information and associated records for at least 90 (ninety) days for service on to governmental or investigative authorities for investigation purposes. 6.4 In case of non-compliance with any applicable laws, rules or regulations, or the Agreement (including the privacy policy) by a Practitioner, Clirnet has the right to immediately terminate the access or usage rights of the Practitioner to the Subscription Services and to remove non compliant information. 6.5 Clirnet may disclose or transfer Practitioner Information (as defined in the privacy policy) to its affiliates, and you hereby consent to such transfer. The SPI Rules only permit Clirnet to transfer sensitive personal data or information including any information, to any other body corporate or a person in India, or located in any other country, that ensures the same level of data protection that is adhered to by Clirnet as provided for under the SPI Rules, only if such transfer is necessary for the performance of the lawful contract between Clirnet or any person on its behalf and the practitioner or where the Practitioner has consented to data transfer. 6.6 Clirnet respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights. 7. Liability 7.1 Clirnet shall not be responsible or liable in any manner to the Practitioner for any losses, damage, injuries or expenses incurred by the Practitioner as a result of any disclosures made by Clirnet, where the Practitioner has consented to the making of disclosures by Clirnet. If the Practitioner had revoked such consent under the terms of the privacy policy, then Clirnet shall not be responsible or liable in any manner to the Practitioner for any losses, damage, injuries or expenses incurred by the Practitioner as a result of any disclosures made by Clirnet prior to its actual receipt of such revocation. 7.2 The Practitioner shall not hold Clirnet responsible or liable in any way for any disclosures by Clirnet under Regulation 6 of the SPI Rules. 7.3 The Software provided by Clirnet 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). Clirnet does not provide or make any representation, warranty or guaranty, express or implied about the Subscription Services. Clirnet does not verify any content or information provided by Practitioners on its Subscription Services and to the fullest extent permitted by law, disclaims all liability arising out of the Practitioner's use or reliance upon the Subscription Services, , the Clirnet Content, representations and warranties made by the Practitioners or the content or information provided by the Practitioners on the Subscription Services or any opinion or suggestion given or expressed by Clirnet or any Practitioner in relation to any Practitioner or Subscription Services provided by such Practitioner 7.4 Clirnet assumes no responsibility, and shall not be liable for ways in which End- User data is used by Practitioners and other authorized users of Software at a Practice. It is the responsibility of the Practice alone to ensure that the End- User data either stored in Software or taken out from Software by printing or exporting to PDF, CSV or any other computer file format or data stored offline in mobile devices of users accessing Software through mobile applications published by Clirnet, is used in compliance to local privacy laws applicable to the Practice's business transactions with End-Users. 7.5 The Subscription Services of Clirnet may be linked to the services of third parties, affiliates and business partners. Clirnet has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such Subscription Services or made available by/through our Subscription Services. Inclusion of any link on the Subscription Services does not imply that Clirnet endorses the linked site. Practitioner may use the links and these Subscription Services at Practitioner's own risk. 7.6 The Subscription Services may enable Practitioner to communicate with other Practitioners or to post information to be accessed by others, whereupon other Practitioners may collect such data. Such Practitioners, including any moderators or administrators, are not authorized Clirnet representatives or agents, and their opinions or statements do not necessarily reflect those of Clirnet, and they are not authorized to bind Clirnet to any contract. Clirnet hereby expressly disclaims any liability for any reliance or misuse of such information that is made available by Practitioners or visitors in such a manner. 7.7 In no event, including but not limited to negligence, shall Clirnet, or any of its directors, officers, employees, agents or content or service providers (collectively, the "protected entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Subscription Services or the content, materials and functions related thereto, Practitioner's provision of information via the Subscription Services of the Clirnet, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for provision of or failure to provide all or any Subscription Services by Practitioners to End-Practitioners contacted or managed through the Service. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any Practitioner or other person on or through the Subscription Services. In no event shall the total aggregate liability of the protected entities to a Practitioner for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or a Practitioner's use of the Subscription Services exceed, in the aggregate Rs. 1000. 7.8 In no event shall the protected entities be liable for failure on the part of the Practitioners to provide agreed Subscription Services or to make himself/herself available at the appointed time, cancellation or rescheduling of appointments. In no event shall the protected entities be liable for any comments or feedback given by any of the Practitioners in relation to the Subscription Services provided by a Practitioner. 7.9 The reviews and the feedbacks are displayed by the Clirnet at its discretion. You agree that Clirnet may contact you through telephone, email, sms, or at your contact details for the limited purpose of: • Obtaining feedback in relation to Clirnet's Subscription Services; and/or • Obtaining feedback in relation to any survey/ related activities 7.10 The protected entities and the Clirnet shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in Clirnet Subscription Services made to you, or for any unauthorized interception of Customer's communications or other breaches of privacy attributable in part to the acts or omissions of Customer or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with the Service. 8. Indemnity Practitioner agrees to indemnify and hold harmless Clirnet, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party vendors, from claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from his/her/ its access to or use of Software, violation of this Agreement, or infringement, or infringement by any other practitioner of his/her/its account, of any intellectual property or other right of any person or entity. Clirnet will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost 9. Term, Termination and Disputes 9.1 This Agreement will remain in full force and effect while the Practitioner is a user of any of the Subscription Services in any form or capacity. 9.2 The Practitioner can request for termination of his/her/its membership with Clirnet at any time by providing 30 (thirty) days' prior written notice to support@clirnet.com.. During this 30 -day period, Clirnet will investigate and ascertain the fulfilment of any ongoing Subscription Services or pending dues related to subscription fees or any other fees by the Practitioner. Clirnet may require the Practitioner to continue his/her/its subscription until the completion or termination of an on-going Subscription Services or subscription period, should the situation warrant and at Clirnet's discretion. The Practitioner shall be obligated to clear any dues with Clirnet for any of its Subscription Services for which the Practitioner has procured. Clirnet shall not be liable to you or any third party for any termination of your access to the Site and/or the Subscription Services. 9.3 Clirnet reserves the right to terminate any account in cases where: • A Practitioner breaches any terms and conditions of this terms of use or privacy policy; • Clirnet is unable to verify or authenticate any information provide to Clirnet by a Practitioner; or • Clirnet believes in its sole discretion that Practitioner's actions may cause legal liability for such Practitioner, other Practitioners or for Clirnet or are contrary to the interests of the Service. 9.4 Once temporarily suspended, indefinitely suspended or terminated, the Practitioner may not continue to use the Subscription Services under the same account, a different account or re-register under a new account, unless explicitly permitted by Clirnet. On termination of an account due to the reasons mentioned herein, such Practitioner shall no longer have access to data, messages, files and other content kept on the Subscription Services by such Practitioner. The Practitioner shall ensure that he/she/it maintains has continuous backup of any Practitioner- provided content, data or information on the Service, in order to comply with his/her/its record keeping process and practices. Nothing contained in these Terms of Use shall restrict Clirnet's use of the data or right to publish information made available by a Practitioner in the public domain through the Subscription Services or any other platform managed by Clirnet after the termination or expiry of a subscription or cessation of operation of these Terms in relation to a specific Practitioner. 9.5 Return of Practitioner's Data: Upon request by a Practitioner made within 30 (thirty) days after the effective date of termination of a Subscription Services subscription due to non-payment, Clirnet will make available to the Practitioner for download a copy of such Practitioner's data in comma separated value (.csv) format or any other format as determined by Clirnet. After such 30 (thirty) days period, Clirnet shall have no obligation to maintain or provide any of such Practitioner's data and shall thereafter, unless legally prohibited, delete all Practitioner's data in its systems or otherwise in its possession or under its control. In cases where Practitioner terminates the subscription voluntarily, it will be the sole responsibility of the Practitioner to make a copy of their data before terminating the subscription - Practitioners data will not be available after termination of subscription in such cases. 9.6 Clirnet reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of the Practitioner's content from the Subscription Services and immediate termination of the Practitioner's account with or without ability to access the Softwares, upon any breach by the Practitioner of this Agreement or if Clirnet is unable to verify or authenticate any information the Practitioner submits to Clirnet, or if the Practitioner fails to provide (or after providing such consent, later revokes) the consents necessary or desirable for Clirnet to provide the Subscription Services to the Practitioner. 9.7 This Agreement and any contractual obligation between Clirnet and Practitioner will be governed by the laws of India, subject to the exclusive jurisdiction of Courts in Kolkata, India. 9.8 Even after termination, certain obligations mentioned under Covenants, Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination. 9.9 Any amendment in these Terms shall replace all previous versions of the same. 10. Theft of Subscription services You agree to notify Clirnet immediately, in writing or by mail to support@clirnet.com. or by calling Clirnet Customer Care on +918880588999, if your content is stolen or if you become aware at any time that your account with any Subscription Service is being misused or being used fraudulently. When you call or write, you must provide your account details and a detailed description of the circumstances of the theft or fraudulent use of the Subscription Services. Failure to do so promptly or within a reasonably prompt time period after discovery of the improper use may result in the termination of your Subscription Services and additional charges to you. You will be liable for all use of the Subscription Services if your account is misused and also for any and all stolen Subscription Services or fraudulent use of the Service. Notwithstanding anything herein to the contrary, Clirnet shall not be liable to extend the subscription period or waive -off any fees on account of such theft or fraudulent use. This includes, but is not limited to, modem hijacking, wireless hijacking, or other fraud arising out of a failure of your internal or corporate security procedures. Clirnet will not issue refunds for fraudulent use resulting from your negligent or wilful acts or those of an authorized practitioner of your Subscription Services.
