TERMS AND CONDITIONS FOR USE OF OmRx
Date of update and issuance: 29th October, 2019
Before using our Products and Services, carefully read our Terms and Conditions for use of the OmRx platform, including but not limited to the web portal, and mobile applications, (OmRx App) and the Medical Disclaimer statement thereof. Your use of our Products and Services including this platform shall be deemed as acceptance to these Terms and Conditions and your commitment to comply with all applicable laws and regulations.
OmRx or “We” refers to Teakshed AI Pvt. Ltd. with registered office in Mysuru, India.
“You” refers to the users (whether registered or not) of Our Products and the purchasers of ‘paid services’.
“Our Products” include software Products and services (provided by our company, affiliates or partners in India) in connection with the software Products we provide. The software Products and applications we provide include OmRx web apps, OmRx Sync, and other mobile applications.
As used in the Agreement, these terms shall have the following definitions:
“Agreement” means collectively (i) these Terms and Conditions, and (ii) the Software License Agreement.
“Disclosing Party” means the Party disclosing or communicating or making available, directly or indirectly any Confidential Information relating to itself, to the Recipient Party.
“Effective Date” means the date indicated as the Effective Date in Section 1 of the Software License Agreement.
“Licensed Software” means the software identified as the Licensed Software in Section 1 of the Software License Agreement, including all Updates and Upgrades provided in accordance with the provisions given below.
“Licensee means the party identified as the Licensee in Section 1 of the Software License Agreement.
“Licensee Products” means those software products of Licensee, if any, that incorporate the Licensed Software.
“Person” shall mean and include individual, corporation, company, partnership or any other form of legal entity.
“Receiving Party” means the Party to whom the Confidential Information of the Disclosing Party is made available or disclosed or communicated, directly or indirectly.
“Representatives” include employees, directors, partners, agents, representatives, retainers, advisers or staff members, and other representatives by whatever name called.
“Software” means software and applications designed for healthcare and data management and analytics through use of Artificial Intelligence, Machine Learning, Data Science, and other associated technologies.
“Software License Agreement” means the particular Software License Agreement to which these Terms and Conditions are attached and incorporated into by reference.
“Third Party” shall mean any and all Persons except the Parties to this Agreement.
“Updates” and “Upgrades” include all updates, extensions, enhancements, modifications, and other changes made by OmRx.
2. USERâ€™S RIGHTS AND RESPONSIBILITIES
2.1. EXPECTED USAGES OF SOFTWARE
2.1.1. Restricted Uses
You will not distribute, make copies, license, lease, assign, loan or sell the Software and OmRx Apps or other content that is contained or displayed in it, modify, alter, or create any derivative works from the Software, reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software, remove, alter, or obscure any copyright, trademark, or other proprietary rights with respect to the OmRx platform and Apps.
2.1.2. Permitted Uses
Installation and Subscription – You may subscribe to, install and use the said Software solely for internal business use. This Agreement expressly states that this is a single user license. For each Single-User license, one individual may install and use the Licensed Software on a mobile or tablet A separate license is required for each additional individual user.
Trial Use – You may request OmRx to grant license for trial which may be conducted during the applicable trial period, not exceeding 7 days. No License Fee shall be payable during the trial period.
Software License – OmRx hereby grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to use the OmRx platform and Apps.
No Other Rights – OmRx reserves for itself all other rights and interests not explicitly granted under this Agreement.
You agree to ensure that the IT hardware and/or mobile devices used are of current vintage and the Software including the operating system should be able to support the licensed platform and apps. The speed of the internet should be as per the conventional definitions of broadband connectivity.
Confidential Information shall mean any and all, confidential and/or proprietary information and data (however recorded, preserved or disclosed) related to either Party or the Business Arrangement, disclosed to or obtained by a Recipient Party, as hereinafter defined, or its Representatives, including but not limited to:
any and all intellectual property (whether registered or not) in any form or stage of development, products, technology, designs, drawings, specifications, formula, analytical methods, other technical information, manufacturing, manufacturing processes, ideas, know-how, competence, business processes, commercial development strategies, marketing plans, projects, and shall also include all notes, analysis, compilations, studies and other documents, which contain such information;
the fact that discussions and negotiations are taking place concerning the Purpose and/or Business Arrangement and the status of those discussions and negotiations;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, financial information, customers or potential customers, sales channels, clients, suppliers, plans, intentions, market opportunities, any other aspect of business of the Disclosing Party; and,
the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and,
any information or analysis derived from Confidential Information, but not including any information that the Parties agree in writing that it is not confidential.
3.1. CONFIDENTIALITY OBLIGATIONS
3.1.1. The Confidential Information shall be solely used for the Purpose of business transactions between the parties to this Agreement.
3.1.2. The Recipient Party shall not communicate or disclose or make available, directly or indirectly, any and all Confidential Information of the Disclosing Party, to any Third Party, in whole or in part, without the prior written consent of the Disclosing Party.
3.1.3. The Recipient Party shall not, except with the prior written consent of the Disclosing Party copy, reduce to writing or otherwise record the Confidential Information of the Disclosing Party (and any such copies, reductions to writing and records shall be the property of Disclosing Party).
3.1.4. The Recipient Party may disclose the Confidential Information to its Representatives of the Recipient Party who may be engaged by the Recipient Party to work for the stated Purpose, provided that:
It informs its Representatives of the confidential nature of the Confidential Information before disclosure; and,
It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement.
3.1.5. The Recipient Party may make any disclosure required to do so by law or pursuant to a written order or directive of any competent court or regulatory authority. However, a prior notice in writing to that effect must be given to the Disclosing Party. Further, the Recipient Party shall make all reasonable efforts to limit such disclosure.
3.2. OWNERSHIP AND USE OF CONFIDENTIAL INFORMATION
3.2.1. The Recipient Party hereby acknowledges that the ownership of the Confidential Information of the Disclosing Party shall exclusively remain with the Disclosing Party, and the Recipient Party shall not claim any title or rights on such Confidential Information.
3.2.2. The Recipient Party further binds itself not to apply for registration of any industrial or intellectual property rights related to or derived from the Confidential Information of the Disclosing Party.
3.2.2. The Recipient Party shall use Confidential Information only for the Purpose defined herein. If the Recipient Party wishes to use such Confidential Information or related rights for any other purpose, a written consent from the Disclosing Party must be taken prior to such use.
3.3. STANDARDS OF CONFIDENTIALITY AND USE
You agree to take all reasonable measures to avoid unauthorized disclosure and use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, You agree to take all measures that it takes to protect its own Confidential Information, and shall ensure that the Representatives of the Recipient Party who have access to the Confidential Information comply with obligations as described under this Agreement.
4. REPRESENTATIONS AND WARRANTIES
4.1. You represent and warrant that all materials, data, information and other assistance provided shall not, to the best of your knowledge, infringe third party intellectual property rights and agrees to hold OmRx fully indemnified against any loss, damages, costs and expenses including attorneyâ€™s fees, which may be incurred as a result of any action or claim that may be made or initiated against it as result of any action on your part.
4.2. You have no Legal Proceedings pending, threatened, or foreseeable against OmRx, which would affect that partyâ€™s ability to complete your obligations.
4.3. You have not taken or authorized any proceedings related to your bankruptcy, insolvency, liquidation, dissolution, or winding up.
4.4. You agree to comply with all relevant Laws and notify OmRx if you become aware of any non-compliance.
4.5. You (as an indemnifying party) shall indemnify OmRx (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of Your use of the Software, and Your unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights.
4.6. You (as an indemnifying party) shall indemnify OmRx (as an indemnified party) against all losses in connection with any proceeding arising out of your wilful misconduct or gross negligence.
5. COPYRIGHTS AND INTELLECTUAL PROPERTY RIGHTS
5.1. You shall respect the copyrights and intellectual property (IP) rights of OmRx and shall not use any IP, including but not limited to, any trade name, trademark, symbol or designation belonging to the other, without prior approval, and only for the purposes outlined in this Agreement. In the event any trademark, trade name, symbol or designation is used (after prior approval has been given), OmRx grants to You a non-exclusive, non-sublicensable and revocable license solely as required to comply with the provisions of this Agreement. Any such usage shall be in accordance with the branding guidelines of OmRx.
5.2. OmRx is the sole owner of the IPR in the Software. You shall respect and uphold the intellectual property rights of OmRx and shall take all reasonable efforts to protect such intellectual property rights while gainfully exploiting the same in furtherance of its business objectives within the scope of this Agreement. Should the intellectual property rights be infringed and You have been informed of the same or have knowledge of the same, You shall make all efforts to provide OmRx with such information of such potential/actual infringement.
5.3. You shall not acquire any rights in the IPs pursuant to this Agreement and any IPs so disclosed shall be owned, controlled and remain vested in OmRx.
5.4. OmRx has not granted and is not obligated to grant any license to any third party that would conflict with the OmRx App under this Agreement.
5.5. The Software does not infringe the Intellectual Property rights or other rights of any third party.
6. LIMITATION OF LIABILITY
6.1. No Advice
OmRx platform and apps acquire, store, process, and enrich data, to provide information and services only. They do not provide medical or treatment advice or state of health and may not be treated as such by the user. As such, the platform and apps may not be relied upon for the purposes of medical diagnosis or as a recommendation for medical care or treatment. The information on the platform and the apps are not a substitute for medical clinical observation, medical pathological examination, medical diagnosis, medical prescription or treatment. All content, including text, graphics, images and information, contained on or available through the platform and apps are for information and interpretation by trained medical/para medical personnel only.
6.2. Professional Medical Advice and Assistance
You are to confirm any information obtained from or through the platform and apps or interpretation thereof with the concerned professional healthcare provider and to review all information regarding any medical condition or treatment with such healthcare provider.
6.3. No Reliance
You are not to rely on any information obtained using the platform and apps for any diagnosis or recommendation for medical treatment. You must never rely on the information received from the platform and apps as alternative to medical advice from the concerned professional healthcare provider.
Data Collection and Usage
6.4. Purpose of Information Collection
We provide services to you by means of website, software and other applications. The collection of information is only for the purpose of:
a. providing products and services to you (functions designed for each product differs from one another; you should familiarize yourselves with these differences and make your own privacy settings based on your needs and the circumstances), b. improving your experience of using Our Products and services,
facilitating your use of Our Products and services more expediently,
obtaining the information that you need in a faster and more accurate way, and,
conducting the commercial exploration of big data and machine learning applications on condition of ensuring legal compliance and protection of privacy.
6.5. Classification of Information
The information generated during your use of Our Products and services which may be processed is categorized into the following two types based on the identification of subject with the information:
Identifiable personal information; including the information you submit and the same may be used to directly identify, trace, discern, and determine your true identity; such as e-mail address,phone number, etc.
Unidentifiable personal information; including the information generated during the usage of our products and services, and it may be related to you but cannot be used to directly identify, trace, discern and determine your true identity, such as the records of your use of Our products and services.
6.6. Scope and Means of Information Collection
Information you submit: Registration information you submit and the information collected based on industry practice and demand of the Products. At the time you register your OmRx account, in order to identify the user and facilitate contact, you shall provide the real and effective information such as email address, phone number, etc. You understand and agree that under necessary circumstances (e.g. cancellation of account, etc.), we may identify you based on your registration information, so as to prevent any third person from using your identity to operate fraudulently which will affect your normal use of Our Products and services.
Data information you upload: The information you may upload (images, documents, etc.), during the usage of our services can be your personal information or the personal information of others protected by laws and may be related to you or otherâ€™s private information protected by law that may involve your or otherâ€™s privacy, or is granted protection under copyright law, etc. You shall guarantee that you have obtained the necessary authorization to copy and upload such data information. You will be required to make proper setting and adopt appropriate security measures so as to prevent the leakage of data and damage to the interests of the owner(s) of such data.
Note: Please pay great attention to protecting your own or othersâ€™ data information. You shall refrain from disclosing the data information to the public without authorization.
The information we obtain during your use of Our Products and services: In order to provide high-quality services to you, Our Products collect information for the purpose of performing the product service contract based on the need of Our Products collecting the information from images,documents, and any other data you upload. We may record and analyze the use and the method of use of our services and any other relevant information, including hardware model and identification information, operating system version, system activities and other device information, Internet Protocol address, account sign-in or sign-out, and other log information, as well as Web Beacon or Cookies, browser version information, and any other telemetry data.
You may manage your permission to OmRx through security software and we will try our best to seek a balance between your permission and your experience, for instance that we may inform you of authorizing when you first use relevant functions, but then we will no longer inform you frequently to avoid affecting your experience. However, you may not use the products to achieve the purpose if you disagree with the authorization.
The purpose of collecting, collating and processing of data using AI, ML and Data Analytics and installing applications is for betterment of your experience and analyzing which other products would be selected for use by our clients with Our Products. The information of operating system, etc. is collected for security of the products, which can be in the form of security tip to you and you agree to the same.
The information we collect and/or use include user personal information, non-user personal information, the information recorded by third partyâ€™s platform, etc.
You agree that the scope of information we collect mentioned above can be properly adjusted with development of legal and regulatory provisions, development of technology and business and userâ€™s feedback, etc.
6.7. Personal Information Access, Review, Update and Account Cancellation
You can access, review and update your personal information (to ensure that we can reach you in time when necessary); However, for the sake of security, you may only do so after you log in. In case of any changes to your personal information, you shall log in to your account and update the same in a time bound manner.
You may contact us at [email protected] to cancel your account. We will respond to your request within a reasonable time. After cancelation of your account, we are not obliged to keep or provide information under your account. Except as otherwise provided by law, we will delete your personal information, if so requested by you.
6.8. Use and Setting of Personal Information
By using Our Products and services, you consent to and grant authorization to our collection, collation and processing of your information, including the device,software, telemetry, and user information, personal information and content information uploaded by user (mainly the images, documents, and other information you uploaded) regarding the uploaded content. The information is only used for the optimization of software interface interaction and user experience. No specific information will be used or disclosed unless as permitted by relevant laws as applicable. AI, ML and Data Analytics tools and technologies will be used for enhancing the usability and experience.
6.8.1. You understand and agree that the information you make public (because of your own choice or our default setting, e.g. the document or user name you share) may be browsed, reposted and commented by other users of our services. You may protect your critical information by deciding whether to upload certain information, and whether to turn on the specific function of Our Products.
6.8.2. To prevent harassment due to abuse of personal information by others, you agree to pay attention and thoroughly familiarize yourself with the function settings. The default setting is offered in consideration of various factors including industry customs, general need of most users and product form, etc. It is possible that what suits most users does not meet your particular need. You understand and agree that, the default settings make your personal information available to improve user experience and such settings enable other users to have access to or obtain personal information.
6.8.3. Your personal registration information, including but not limited to accounts, username and any other information set by you as shareable, will be seen by users with whom you share documents or collaborate. The shared information is for the sole purpose of identification of the owner of the document.
6.8.4. Our Products will ask for the following permissions during regular operation:
Camera: Using your deviceâ€™s camera to take photos for the function of auto crop
Phone: Accessing the equipment ID, and data from other sensors of your device or for use without sign-in.
6.9. Sharing Personal Information and Third-party Service
Unless otherwise provided herein, we will not share your personal information with any entity other than OmRx or affiliates, partners or solution providers without your consent, and in particular, we will not sell, lease or otherwise distribute your information. In case you find there is steal, sale or unauthorized storage of personal information, please report to us and provide as many clues as possible so that we can investigate and deal with the matter.
6.9.1. As a portion of our services may be provided to you as a result of our cooperation with aforementioned relevant companies, you consent to our provision of your information to the foregoing relevant companies for the purpose of providing you with the corresponding services. Such relevant companies will only use your information for the purpose of providing corresponding services. We guarantee the safe use of such information by entering into confidentiality agreement or including confidentiality provisions in the contract with such relevant companies.
6.9.2. During your use of relevant services, such relevant companies will also undertake the same responsibilities as those we undertake in order to protect the security of your information. If the relevant companies fail to protect your information security, we will pursue their default liability, etc. according to law and contract and we will also probably reach you for negotiation to have your authorization that we can pursue any other partyâ€™s legal liability, for and on behalf of you, relating to your right of being protected for the personal information.
6.10. Disclosure of Personal Identity Information
We respect and protect your privacy and undertake that we will not disclose a userâ€™s personal identity information to any third-party entity or person except as stated in the Terms and Conditions of Use, unless:
You agree to make your personal information available to public including but not limited to in the default setting or other setting you adjusted the Products to;
Userâ€™s personal information is provided according to law, or required by governmental or judicial authority; or,
In case of emergency and where necessary, the information is required to be disclosed in order to protect the lawful rights and interests of OmRx or other users or the public security and public interest;
Under the circumstances described in the above Sub-clauses (b) and (c), we will do our best to notify you on the disclosure. You understand and agree that the notification to you will be made in the principles of promptness and integrity, but if it cannot be made in a timely manner, we will not assume responsibility.
7. PRIVACY PROTECTION IN BANKRUPTCY/SALE/MERGER
In case of sale of company assets, merger with another business entity or bankruptcy filing, etc., the information we collect in providing services may be assigned as part of our assets, and any other entity assigned with this part of assets may continue to use the information according to law and the Terms and Conditions of Use.
Note: If your trust in us changes upon the aforementioned assignment, you can cancel your account according to the existing rules.
8. INFORMATION SECURITY
We take various security technologies and measures to protect the information and data stored in systems against authorized access, use or disclosure of the same. For instance, the safe channel for information you send through Our Products or website to us is protected by industry accepted encryption), and the information you store in the server is safeguarded with industry accepted encryption, a bankgrade security standard. Specific technical measures will be adjusted from time to time with the technical and business development.
8.1. We will use our best efforts to protect the security of your information. However, despite all the above mentioned security technologies and measures we have been taken, we appreciate your understanding that there is no security measure in the information network that works against all kinds of risks due to the complexity of security environment of the Internet.
8.2. We perform our obligation to information as per the Indian Law. There are many factors affecting cybersecurity and data security, and for any risk of cyber security or data security of information caused not for any reason(s), we shall follow up with technical remedy or precautionary measure as well, but we will not assume any liability.
8.3. Remedies for divulgence of secrets: If your personal information has been or may be compromised leaked, destroyed, or lost, we will take remedies at once and notify you soonest possible (via alert/announcement posted on the website, push notification, text, telephone or email) and report to the relevant authority; In any event of leakage, destruction or loss where the threat level is high, our remedies may include discontinuation of service for the account involved (to be resumed soonest practicable). You will agree to assist us during remediation, failing which complete remediation may not be feasible.
8.4. If you are aware that your personal information has been or may be leaked, please notify us in a timely manner. We will use our best efforts to take reasonable measures to offer assistance.
Any dispute or controversy not resolved amicably will be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 through a Sole Arbitrator appointed by mutual consent.
10. LAW AND JURISDICTION
OmRx will abide by the data protection and privacy as defined by the Indian law. Courts in Mysuru will have jurisdiction.
11. RISKS AND EXEMPTION
You agree that losses due to compromise in password or other security at your end will result in no liability on OmRx. We assure that adequate security measures are in place at all times as is expected of a responsible software services provider including logs for audit as available, if required. If your personal information or privacy is leaked due to any of the following causes, we will use our best efforts to remedy or assist you, provided, however, that you shall agree that we are not liable for:
Personal information divulged because you disclose your password to others, cause others to have your password, or share a registered account with others;
Information divulged due to computer viruses, trojan and hacker attacks;
Any other divulgence of personal information not caused by reason of OmRx.
11.1. Storage of personal information: The information we collect may be stored and processed by OmRx or its affiliates or service providers through their servers.
12. COMPLIANCE WITH TERMS AND CONDITIONS OF USE AND MEDICAL DISCLAIMER
13. ACCEPTANCE OF TERMS AND CONDITIONS
YOU UNDERSTAND THESE TERMS AND CONDITIONS. YOU AGREE WITH THESE TERMS AND CONDITIONS OF USE AND TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS OF USE INCLUDING DISCLAIMER.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND AS MENTIONED ABOVE, YOU MAY NOT ACCESS THE OMRX PLATFORM
AND/OR APP(S), REGISTER THE APP(S) UNDER YOUR NAME, OR USE THE PLATFORM AND/OR APP(S).