Additional Terms Of Use For HCPs

These terms and conditions specific to Healthcare Professionals ("HCP Terms ") form a legally binding agreement between GoodLeven Health IT Private Limited. ("We" or "Us" or Our or "GoodLeven" or "Company"), having its registered office at 2015 – A/B, Trichy Road, Singanallur, Coimbatore- 641 005, Tamilnadu, India, GoodLeven under the brand name ‘ClinaNG™’ operates the said services through www.clina.in and the mobile application ‘ClinaNG™’, ‘ClinaNG™ HCP’ (together, “Website”) and You ("You" or "Your"), as an HCP User of Our Website, System and Services.

You and We are hereinafter collectively referred to as the "Parties".

By clicking "sign up" at the time of registration, or by entering into an agreement with GoodLeven to provide committed services as set out in these HCP Terms , or through the continued use of the System and/or Services,, or by Accessing the System and/or Services through any medium, including but not limited to accessing the System through Personal Computers, smart phones and tablets, You agree to be subject to these HCP Terms.

We request You to please read these HCP Terms carefully and do not click "sign up" or continue the use of the Website, System and Service unless You agree fully with these HCP Terms.

These HCP Terms are in addition to the Terms of Use of the Website, the Privacy Policy and any other policy which may govern the use of the Website, System and Services (referred to as the "Other Terms" and collectively with the HCP Terms referred to as "Agreement")

1. Definitions

As used in these HCP Terms , the following terms shall have the meaning set forth below:

1. "Effective Date" means the Date on which You accept these HCP Terms by clicking 'Sign Up' or "start my free trial" or "get started for free" or 'I Accept';
2. "User Information" means information regarding Registered Users which includes personal and medical information and any other information which may be provided by a Registered Users to You or may be transferred to You by Website;
3. "Services" means the services offered to You by Website that involves use of the System, which may include the online practice management service, online electronic medical records service and other services as may be introduced by GoodLeven from time to time;
4. "Account" means credit or debit balance maintained by You with the Website;

All other capitalized terms shall have the meaning ascribed to them in the Other Terms.

2. Grant of Rights

1. Subject to the terms of the Agreement, we grant to You and You accept a non-exclusive, personal, non-transferable, limited right to have access to and to use the System for the duration of Your engagement with Us.

   The aforementioned right does not extend to :

   1. use the Website for time-sharing, rental or service bureau purposes;
   2. make the Website, in whole or in part, available to any other person, entity or business;
   3. modify the contents of the Website or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement;
   4. copy, reverse engineer, decompile or disassemble the Website, in whole or in part, or otherwise attempt to discover the source code to the software used in the Website; or
   5. modify the Website or associated software or combine the Website with any other software or services not provided or approved by Us.

   You will obtain no rights to the Website except for the limited rights to use the Website expressly granted by these HCP Terms.

2. The Website may links or references which direct you to third party websites / applications / content or service providers, including advertisers (collectively referred to as "Third Party Websites"). Links to such Third Party Websites are provided for your convenience only. Please exercise your independent judgment and prudence when visiting / using any Third Party Websites via a link available on the System / Website. Should You decide to click on the links to visit such Third Party Website, You do so of Your own decision. Your usage of such Third Party Websites and all content available on such Third Party Websites is subject to the terms of use of the respective Third Party Website and we is not responsible for Your use of any Third Party Websites

3. By accepting these HCP Terms, You agree that:

1. You will acquire, install, configure and maintain all “hardware, software and communications” (“IT Infrastructure”) systems necessary to access the Website and receive the Services. To the extent possible, such an assessment should be done prior making commitment to avail our Services. Your consumption of our services will comply with the specifications from time to time established by Us. You will ensure that Your IT Infrastructure is compatible with the Website and Services. If We notify You that Your IT Infrastructure is incompatible with the System and / or Services, You will rectify such incompatibility, and We will have the right to suspend Services to You until such rectification has been implemented. Under no circumstances will You be eligible for any refund or any financial assistance in relation to Implementation.

4. Access to the Website and Use of Services

1. Verification. You agree that Your receipt of Services is subject to verification by Us of Your identity and credentials as a health care practitioner or registered medical practitioner and to Your ongoing qualification as such. As part of the registration process and at any time thereafter, You may be required to provide Us with various information such as Your Photo Id, Your medical registration details (as recognized by the Medical Council of India and Your State Medical Council), Your qualifications and other information in order to prove that You are a valid health care practitioner or registered medical practitioner in the field that You claim ("Qualification Information"). We may verify such Qualification Information or may ask You for additional information. We may also make enquiries from third parties to verify the authenticity of Your Qualification Information. You authorize Us to make such enquiries from such third parties, and You agree to hold them and Us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that We may terminate Your access to or use of the Website and Services at any time if We are unable at any time to determine or verify Your Qualification Information. We reserve to right to carry out re-verification of Qualification Information as and when required, and the above rights and commitments will extend to re-verification as well.
2. Safeguards.
   1. You will implement and maintain appropriate administrative, physical and technical safeguards to protect the Website from access, use or alteration; and You will always use the User ID assigned to You.
   2. You will immediately notify Us of any breach or suspected breach of the security of the Website of which You become aware, or any unauthorized use or disclosure of information within or obtained from the Website, and You will take such action to mitigate the breach or suspected breach as We may direct, and will cooperate with Us in investigating and mitigating such breach.
3. No Third-Party Access. You will not permit any third party to have access to the Website or to use the Website or the Services without Our prior written consent. You will not allow any third party to access the Website or provide information to Registered Users/ Non-Registered Users on the Website. You will promptly notify Us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Website or Services.

5. Compliance

1. You are solely responsible for ensuring that Your use of the Website and the Services complies with applicable law. You will also ensure that Your use of the Website and the Services in always in accordance with the terms of the Agreement. You will not undertake or permit any unlawful use of the Website or Services, or take any action that would render the operation or use of the Website or Services by us.
2. Without limiting the generality of the foregoing, You represent that You shall not use the Website in violation of any applicable laws including MCIs(Medical Council of India) Code of Medical Ethics Regulations or any other code of conduct governed by your council. Notwithstanding the generality of the foregoing, You shall not use the Website to
   1. Interact with a Registered Users at the time of medical emergencies.
   2. Discriminate in any way between appointments booked in the regular course and appointments booked through ClinaNG™.
   3. Boast of cases, operations, cures or remedies through Services or Website.
   4. Directly or indirectly solicit Registered Users for consultation.
   5. Claim to be a specialist, through Services or Website, unless You have a special qualification in that branch.
   6. Give any positive assertion or representation regarding the risk-free nature of communicating over online medium.
3. You shall keep Your Qualification Information updated and will inform Us immediately should any portion of Your Qualification Information be revoked, is cancelled or expires.

6. User information

1. You hereby acknowledge that You may get access to User Information including identifiable health related information.
2. You represent and warrant that You will, at all times during the use of the Services and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of User Information, including but not limited to the Information Technology Act, 2000 and The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 made thereunder.,
3. Notwithstanding the generality of the aforementioned provision
   1. You acknowledge that You have read, understood and agree to comply with GoodLeven's Privacy Policy when dealing with User Information.
   2. You represent and warrant that You will not use the User Information of Registered Users and Non-Registered Users for any other purpose than for providing information to such Registered Users and Non-Registered Users and /or fixing appointments with the Registered Users.

7. Cooperation

1. You will cooperate with Us in the administration of the Website, including providing reasonable assistance in evaluating the Website and collecting and reporting data requested by Us for the purposes of administering the Website.
2. We may provide Your reference to other potential users of the system as a referral to Our Services. In case You would not like to be contacted by potential users, You can send Us an email at grievance@clina.in regarding the same. We shall cease providing Your reference to potential users within 48 hours of receipt of such written request.

8. Providing Physician Data

You agree that We may provide de-identified health information and other information including Your personal information and information concerning Your practice to any medical group, independent practice association of physicians, health plan or other organization including any organization with which You have a contract to provide medical services, or to whose members You provide medical services. Such information may identify You, but will not identify any individual to whom You provide services. Such information may include (without limitation) aggregate data concerning Your patients, diagnoses, procedures, orders etc.

9. Intellectual Property Rights

All intellectual property rights in and title to the Website, the present or future modifications / upgradations thereof and standard enhancements thereto shall remain the property of GoodLeven and its licensors. These HCP Terms or the Agreement do not and shall not transfer any ownership or proprietary interest in the Website from GoodLeven to You, except as may be otherwise expressly provided in these HCP Terms or as may be agreed to by and between GoodLeven and You.

10. Fees and Charges

1. You understand that GoodLeven provides various Services with respect to the Website. While these Services are provided for free, GoodLeven shall have the right to change the Free Service model to Paid Services at any time, with notice to You. Your continued use of the Website and the Website shall be deemed to be Your acceptance of such changes.
2. All charges and fees shall be exclusive of all state, municipal, or other government excise, sales, service, use, occupational, or like taxes now in force. We have a right to pass on any additional taxes or other state levies to You and You agree to pay any tax (excluding taxes on Our net income) that We may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and Services purchased under these HCP Terms.
3. You are responsible for any charges You incur to use the Website, such as telephone and equipment charges, and fees charged by third-party vendors of products and services.
4. We reserve to change the terms applicable to fee at any point in time by giving You thirty (30) days' prior intimation via email. The revised fee terms shall be automatically applicable to You after the thirty (30) days' notice period. You agree that no separate confirmation or approval is required from You to amend the terms with regard to the fee.
5. The HCP Fees collected by GoodLeven on your behalf from Registered Users shall be disbursed to your bank within 15 days of the date of the completion of the consultation for which such HCP Fees were collected. You agree that the consultation shall be deemed to have been completed after expiry of fifteen (15) days from the date of the consultation.

For the removal of doubts, a consultation shall be deemed to have been completed when the payee Registered User has been provided the level of consultation reasonably expected from you in consideration of the HCP Fees.

6. You hereby grant Us written consent to collect, store, handle and use Your financial information such as bank account or credit card or debit card or other payment instrument details for the purpose of paying for Services and access to Website in accordance with Our Privacy Policy.
7. In case GoodLeven is of the opinion that the consultation provided by you to Registered User against the HCP Fees is unsatisfactory or deficient in some way, then it reserves the right to (a) where the corresponding HCP Fees is unpaid, forfeit the said fees or (b) where the corresponding HCP Fee is paid, (i) recover the corresponding HCP Fees by adjusting the amount equivalent to HCP Fees against any future payments that may be due or (ii) make a claim of the corresponding HCP Fees on you. You agree that upon receipt to a claim from GoodLeven, you will pay the amount to GoodLeven within fifteen (15) days from the date of the claim.

11. Confidential Information

1. You will treat all information received from Us as confidential. You may not disclose Our confidential information to any other person, and You may not use any confidential information except as provided herein. Except as otherwise provided in HCP Terms and Other Terms, You may not, without Our prior written consent, at any time, during or after the applicability of these HCP Terms, directly or indirectly, divulge or disclose confidential information for any purpose or use confidential information for Your own benefit or for the purposes or benefit of any other person. You agree to hold all confidential information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of confidential information, and to keep the confidential information from being disclosed into the public domain or into the possession of persons not bound to maintain confidentiality. You will disclose confidential information only to your employees, agents or contractors who have a need to use it for the purposes permitted under the HCP Terms and Other Terms only. You will inform all such recipients of the confidential nature of confidential information and will instruct them to deal with confidential information in accordance with these HCP Terms. You will promptly notify Us in writing of any improper disclosure, misappropriation, or misuse of the confidential information by any person, which may come to Your attention.
2. You agree that We will suffer irreparable harm if You fail to comply with the obligations set forth in this Section 11, and You further agree that monetary damages will be inadequate to compensate Us for any such breach. Accordingly, You agree that We will, in addition to any other remedies available to Us at law or in equity, be entitled to seek injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.
3. This Section 11 will survive the termination or expiration of these HCP Terms or Agreement for any reason.

12. Disclaimer and Exclusion of Warranties

1. You acknowledge that access to the website will be provided over various facilities and communication lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, "carrier lines") owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond our control. We assume no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.
2. The services, the website, access to the website and the information contained on the website is provided "as is" and "as available" basis without any warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are solely responsible for any and all acts or omissions taken or made in reliance on the website or the information in the website, including inaccurate or incomplete information. It is expressly agreed that in no event shall we be liable for any special, indirect, consequential, remote or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. We disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the system.
3. You acknowledge that other users have access to the website and are receiving our services. Such other users have committed to comply with these terms & conditions and our policies and procedures concerning use of the website; however, the actions of such other users are beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the system resulting from any users' actions or failures to act.
4. We are not responsible for unauthorized access to your, data, facilities or equipment by individuals or entities using the system or for unauthorized access to, alteration, theft. Corruption, loss or destruction of your, data files, programs, procedures, or information through the system, whether by accident, fraudulent means or devices, or any other means. You are solely responsible for validating the accuracy of all output and reports, and for protecting your data and programs from loss by implementing appropriate security measures, including routine backup procedures. You hereby waive any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. We are not responsible for the content of any information transmitted or received through our provision of the services.
5. We expressly disclaim any liability for the consequences to you arising because of your use of the website or the services.
6. We do not warrant that your use of the website and the services under these terms will not violate any law or regulation applicable to you.

13. Limitation Of Liability

Notwithstanding the other terms of these hcp terms , in the event GoodLeven should have any liability to you or any third party for any loss, harm or damage, you and GoodLeven agree that such liability shall under no circumstances exceed the value of any fees received by GoodLeven from you in the preceding twelve months or inr 4000 whichever is lower. You and GoodLeven agree that the foregoing limitation of liability is an agreed allocation of risk between you and GoodLeven. You acknowledge that without your assent to this section 14, GoodLeven would not provide access to the website, to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless GoodLeven, Our and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of:

1. the use of the Services;
2. any breach by You of any representations, warranties or agreements contained in these HCP Terms;
3. the actions of any person gaining access to the Website under a User ID assigned to You;
4. the actions of anyone using a User ID, password or other unique identifier assigned to You that adversely affects the Website or any information accessed through the Website;

15. Termination; Modification; Suspension; Termination

1. We or You may terminate our Services at any time without cause upon thirty (30) days prior written notice to You.
2. We may update or change the Services and/or the HCP Terms and/ or the Service Fee set forth in these HCP Terms from time to time and recommend that You review these HCP Terms on a regular basis. You understand and agree that Your continued use of the Services after the HCP Terms has been updated or changed constitutes Your acceptance of the revised HCP Terms. Without limiting the foregoing, if We make a change to these HCP Terms that materially affects Your use of the Services, We may post notice on the Website or notify You via email of any such change.
3. Termination, Suspension or Amendment as a result of applicable laws - Notwithstanding anything to the contrary in these HCP Terms , We have the right, on providing notice to You, immediately to terminate, suspend, or amend the provision of the Services without liability:
   1. to comply with any order issued or proposed to be issued by any governmental agency;
   2. to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or
   3. if performance of any term of these HCP Terms by either Party would cause it to be in violation of law.
4. We may terminate the provision of Services to You through the Website immediately upon notice to You:
   1. if You are named as a defendant in a criminal proceeding for a violation of central or state law;
   2. if a finding or stipulation is made or entered into that You have violated any standard or requirement of central or state law relating to the privacy or security of health information is made in any administrative or civil proceeding;
   3. You cease to be qualified to provide services as a health care professional, or We are unable to verify Your qualifications as notified to Us under these HCP Terms.
5. We may suspend Your Services immediately pending Your cure of any breach of these HCP Terms, or in the event We determine in Our sole discretion that access to or use of the Website by You may jeopardize the Website or the confidentiality, privacy, security, integrity or availability of information within the Website, or that You have violated or may violate these HCP Terms or Other Terms, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Website with any User ID assigned to You. Our election to suspend the Services shall not waive or affect Our rights to terminate these HCP Terms as applicable to You as permitted under these HCP Terms.
6. Upon termination, You will cease to use the Website and We will terminate Your access to the Website. Upon termination for any reason, You will remove all configuration/software provided under HCP Terms from Your computer systems, You will cease to have access to the Website, and You will return to Us all credentials, software and documentation provided by or on behalf of Us.