This Subscription Agreement (hereinafter "Agreement") is a legal contract between you, (hereinafter referred to as "Subscriber") and Globalspace Technologies Limited with its principal place of business located at Office No.605,6th Floor, Rupa Solitaire Building, MBP, Mahape, Navi Mumbai 400710 (hereinafter referred to as "Docexa"), for access to the Docexa Software. BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE USING THE DOCEXA SOFTWARE. BY USING THE DOCEXA SOFTWARE, YOU INDICATE YOUR PERSONAL ACCEPTANCE AND YOUR CONCURRENCE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE DOCEXA SOFTWARE.
Subscriber hereby acknowledges that Docexa has designed and developed certain proprietary software defined below as Docexa Software to be used by individuals/establishments looking to operate Virtual clinic for patient relationship, related software solutions; and associated hardware(s); and that Docexa intends to make available such Docexa Software, to the Subscriber(s) to enable the Subscriber(s) to setup his Virtual clinic in order to do virtual consultation & prescription to the patient. Including appointment booking system and multiple other features as available in the app
- "Docexa Software" shall mean, collectively or individually, the software created/ designed by GlobalSpace Technologies Ltd) identified in Exhibit A of this Agreement that is provided to the Subscriber(s) on a subscription basis for the Purpose, including the Updates (defined below).
- 1.2 "Updates" shall mean enhancements, bug fixes, updates and new versions made to the Docexa Software by Docexa and provided to the Subscriber by Docexa.
- 1.3"Upgrades" shall mean replacement of the Docexa Software with a newer or better version in order to bring the system up to date or improve the characteristics of the Docexa Software.
Intellectual property rights.
- 2.1 Ownership. GlobalSpace Technologies Ltd retains all right, title and interest in and to and ownership of all Docexa Software, to all Updates and all modifications and the intellectual property rights thereto. GlobalSpace does not transfer either the title or the intellectual property rights of the Docexa Software and its subscription services to the Subscriber(s).
- 2.2 Preservation of Docexa's Notices. The Subscriber agrees not to (and not to allow others to) remove, alter, cover over or deface Docexa's proprietary notices which appear in or in connection with the Docexa Software as provided by Docexa to the Subscriber under this Agreement. Additionally, Docexa may include Subscriber's name and/or logo within its list of customers for general promotional purposes.
- 2.3 Subscription to the Subscriber. Subject to all limitations and restrictions contained herein, Docexa grants to the Subscriber a subscription, software as a service ('SaaS'), non-exclusive, and non-transferable right to access and operate the object code form of the Docexa Software, as hosted by Docexa ("Use"). Subscriber shall have a limited right and license to Use the Docexa Software solely for its internal purposes, to perform the functions described under Exhibit A for the Purpose. Subscriber shall not allow any website that is not fully owned by the Subscriber to frame, syndicate, distribute, replicate, or copy any portion of the Subscriber's website that provides direct or indirect access to the Docexa Software. Unless otherwise expressly permitted in this Agreement under Exhibit A, Subscriber shall not permit any subsidiaries, affiliated companies, or third parties to access the Docexa Software. The Subscriber shall be provided with log-in credentials to the Docexa Software by the Docexa representative.
- 2.4 Implementation and Training. GlobalSpace shall initiate the implementation of the Docexa Software for the Subscriber which might include creating the segregated hosting environment and effecting necessary interfaces for the Docexa Software upon mutual agreement between the parties. The start date of the subscription period shall be referred to as the "Commencement Date" which is fifteen (15) from the date of clearance of the payments. Further, the Subscriber shall conduct the necessary training for the Subscriber's Authorized Users (as defined below) and the administrator of the Docexa Software with respect to the use and operation of all modules or components of Docexa Software ("Implementation and Training"). The Subscriber shall ensure the availability of the Authorized Users for the referred training. The details of the Implementation and Training shall be as provided under Exhibit A
- 2.5 Functionality Changes. Docexa reserves the right to add new functionality and modify existing functionality to the Docexa Software as and when it deems fit, and make any such changes available in newer versions of the Docexa Software or native mobile application or all of these at its discretion. The Subscriber will be duly notified upon release of such newer versions and Docexa reserves the right to automatically Upgrade all its users, including the Subscriber, to the latest version of the Docexa Software as and when Docexa deems fit. Docexa reserves the right to extend and withdraw the "Book" functionality to the Subscriber at Docexa's sole discretion. The terms and conditions pertaining to the Book functionality is more fully described in Schedule No. 3 located at https://www.Docexa.com/company/terms.
- 2.6 Subscriber Information. Any communication sent by or through Docexa or the Docexa Software to the clients or customers of the Subscriber is based solely on information uploaded by the Subscriber on the Docexa 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 Subscriber. Docexa will not be responsible for the incompleteness or inaccuracy of such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient.
- 2.7 Additional Restrictions. In no event shall the Subscriber disassemble, decompile, or reverse engineer the Docexa Software or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Docexa Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Docexa Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls Docexa Software's operation and creating the original source code or any approximation thereof by, for example, studying Docexa Software's behavior in response to a variety of inputs; or (iv) performing any other activity related to the Docexa Software that could be construed to be reverse engineering, disassembling, or decompiling. The Subscriber agrees to immediately report to Docexa any unauthorized use or infringement of the Docexa Software that comes to its attention
- 2.8 Authorized Users. Unless otherwise specifically provided in the Agreement, "Authorized Users" will only consist of: (i) employees or consultants of the Subscriber, and (ii) subject to Section 5 ("Confidentiality"), third party contractors of the Subscriber who do not compete with Docexa ("Permitted Contractors"). Permitted Contractors may Use the Docexa Software only at the Subscriber's place of business and/or the mobile application or in the presence of Subscriber personnel. Subscriber is fully liable for the acts and omissions of Permitted Contractors under this Agreement.
- 3.1 Subscriber Support. Docexa provides, at its discretion basic support for the Docexa Software subscribed by the Subscriber at no additional charge, and/or upgraded support if purchased separately and will use commercially reasonable efforts to make the subscription services available from 10:00 A.M to 6:30 P.M, Monday through Friday excluding national holidays, except for (i) planned downtime (for which Docexa shall give at least eight (8) hours' notice to the Subscribe(s) and which Docexa 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 Docexa'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.
Payments and Cancellation.
- 4.1 Orders. Docexa shall distribute/activate the Docexa Software within 4 hrs upon receipt of an order and upon clearance of the payment for the order placed. The Subscriber shall be liable to pay the additional subscription fee in accordance with the insertion order, in the event the Subscriber wishes to Upgrade the Docexa Software.
- 4.2 Cancellation by the Subscriber. If the Subscriber cancels an order before it is activated for use by the Subscriber or after activating the subscription, the Subscriber shall be entitled to pay cancellation service charge in accordance with the terms mentioned in the insertion order.
- 5.1 Confidential Information. The parties to this Agreement undertake to retain in confidence all information disclosed to the other party in relation to this Agreement that the disclosing party has designated as being confidential in writing or if disclosed orally, or if, designated as confidential at the time of such disclosure and reduced to writing conspicuously marked as confidential and sent to such other party within thirty (30) days thereof ("Confidential Information"). The terms and conditions of this Agreement including its Exhibits shall be considered Confidential Information.
- 5.2 Exclusions. "Confidential Information" will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) the receiving party can demonstrate to have had rightfully in its possession and without restriction, prior to disclosure hereunder; (c) is independently developed by the receiving party without use of the disclosing part's Confidential Information, as can be shown by tile written records of the receiving party; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing. A receiving party also may disclose disclosing party's Confidential Information to the extent required by a court or other governmental authority, provided that the receiving party promptly notifies the disclosing party of the disclosure requirement and cooperates with the disclosing party (at the latter's expense and at its request) to resist or limit the disclosure.
- 5.3 Protection of Confidential Information. Each party agrees to protect the other party's Confidential Information to the same extent that it protects its own confidential information of a similar nature and shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information to third parties. A party may disclose other party's Confidential Information to its directors, officers, employees and third party contractor(s) ("Representatives") on a need to know basis and to the extent necessary for the purpose of this Agreement. If a party provides Confidential Information of the other party to its Representatives, then it will ensure that such Representatives have entered into a written confidentiality agreement with the part providing such information to the Representatives protecting such Confidential Information from unauthorized disclosure or improper use. Obligations of confidentiality under this Agreement shall survive the termination or expiration of the Agreement for a period of three (3) years; save for Confidential Information constituting trade secrets, in which event the obligations shall subsist indefinitely.
Representations and Warranties.
- 6.1 By the Subscriber. The Subscriber represents and warrants that the (a) Subscriber is 18 years of age or older and has the right, authority and capacity under the applicable law to use the Docexa Software and enter into this Agreement; (b) Subscriber will not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their login and Account details or right to use the Docexa Software to any third party; (c) information given to Docexa or uploaded on the Docexa Software by the Subscriber will always be true, accurate, correct, complete and up to date, to the best of the Subscriber's knowledge that the Subscriber has the necessary rights from the end-user to upload such information on the Docexa Software, including but not limited to end-user health records ("User Content"), and that such right from the end-user shall include an explicit right for Docexa to reflect and map the User Content with an account of such user as may be created by such user through the Docexa website and for Docexa to further store and use the User Content for the purposes of Docexa's business and for providing such other services in India and outside India, as may be applicable; (d) Subscriber will not use the Docexa Software for any unauthorized and unlawful purpose; (e) Subscriber will not engage in any activity that interferes with or disrupts the Docexa Software or the servers and networks which are connected to the Docexa Software; (f) Subscriber will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Docexa Software for any purpose whatsoever; (g) comply with all laws, regulations, and ordinances applicable to the Subscriber and its business and relating to the use of the Docexa Software under this Agreement; and (h) Subscriber will be subscribing to the Docexa Software only for the Purpose.
- 6.2 By Docexa. The Docexa Software provided by Docexa is provided "as is", "as available" and Docexa makes no express or implied representations or warranties about its subscription services and/ or the Docexa Software or of merchantability or fitness for a particular purpose or use or non-infringement. Docexa does not authorize anyone to make a warranty on Docexa's behalf and you may not rely on any statement of warranty as a warranty by Docexa.
Representations and Warranties.
- 7.1 Docexa Indemnity. Docexa shall indemnify, hold harmless and, defend the Subscriber from and against any and all final court awarded damages that are attributable to claim by a third party indicating that the Docexa Software infringes such third party intellectual property rights; provided that: (a) the Subscriber gives Docexa prompt notice in writing of any such suit and permits Docexa, through counsel of its choice, to answer the charge of infringement and defend such claim or suit; (b) the Subscriber provides information, assistance and authority to enable Docexa to defend such suit; and (c) Docexa shall not be responsible for any settlement made by the Subscriber without Docexa's prior written permission provided, however that such permission shall not be unreasonably withheld.
- 7.2 Duty to correct. Should any Docexa Software become the subject of a claim of infringement of a third party intellectual property right, Docexa shall, at Docexa's expense: (a) procure for the Subscriber the right to use the Docexa Software in question; or (b) replace or modify the Docexa Software to make it non-infringing, provided that substantially the same function is performed by the replacement or modified Docexa Software; or (c) if the right to use cannot be procured or the Docexa Software cannot be replaced or modified, Docexa shall accept the return of the Docexa Software and reimburse the Subscriber for any payments made in advance for the un-used term of the Agreement for such Docexa Software. The Subscriber's sole and exclusive remedy is as stated herein and to cease use of the Docexa Software.
- 7.3 Exclusions. Docexa shall have no liability set forth in Section 7.1 above: (a) for any claim or suit, where such claim or suit would have been avoided but for the effect on the Docexa Software caused by other software or hardware by the Subscriber; (b) for infringement of any intellectual property or proprietary rights arising in whole or in part from changes made to any Docexa Software by any party other than Docexa; and (c) where the allegedly infringing activity continues after the Subscriber has being notified thereof or has been informed of modifications that would have avoided the alleged infringement by Docexa.
- 7.4 Subscriber Indemnity. The Subscriber will defend, indemnify, and hold harmless Docexa, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys' fees) arising from or related to the Subscriber's (a) breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein; (b) violation of any applicable law.
Limitation of Liability.LOL. IN NO EVENT SHALL DOCEXA BE LIABLE TO THE SUBSCRIBER FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE AND (B) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF DOCEXA, FOR ALL CLAIMS ARISING OUT OF OR UNDER THIS AGREEMENT, EXCEED THE AMOUNT THAT THE SUBSCRIBER HAS PAID OR WILL PAY TO DOCEXA FOR THE DOCEXA SOFTWARE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE MOST RECENT CLAIM.
Term and Termination.
- 9.1 Term. This Agreement will remain in full force and effect for a period of one (1) year unless terminated by the parties in accordance with the provisions mentioned hereunder. This Agreement shall automatically renew for one (1) year period unless a party expresses his/her/its intention to terminate the agreement by providing sixty (60) days' notice to the other party.
- 9.2 Termination for Convenience. The Subscriber can request for termination of his/her/its subscription of the Docexa Software at any time by providing sixty (60) days' prior written notice to the address of Docexa mentioned in clause 10.3. During this sixty (60) day period, Docexa will investigate and ascertain the fulfilment of any ongoing subscription services or pending dues related to subscription fees or any other fees by the Subscriber. Docexa reserves the right to terminate the association with the Subscriber at any time by providing thirty (30) days' prior written notice to the Subscriber to the addresses mentioned in Clause 10.3.
- 9.3 Termination for Cause. Each party reserves the right to terminate this Agreement if the other party breaches a material obligation under this Agreement and such breach remains uncured for a period of thirty (30) days from the date of notification of the non-breaching party.
- 9.4 Effect of termination. On termination of this Agreement due to the reasons mentioned herein, Docexa reserves the right to immediately terminate the subscription of the Docexa Software to the Subscriber. Nothing contained in this Agreement shall restrict Docexa's use of the data or right to publish information made available by the Subscriber in the public domain through the subscription services or any other platform managed by Docexa after the termination or expiry of this Agreement. After a 30 (thirty) day period from the date of termination of the Agreement, Docexa shall then provide/share any Subscriber data and shall thereafter, unless legally prohibited, delete all Subscriber's data in its systems or otherwise in its possession or under its control. In cases where the Subscriber terminates the subscription voluntarily, it will be the sole responsibility of the Subscriber to make a copy of their data before terminating the subscription. End-Users data will not be available after termination of subscription in such cases.
Term and Termination.
- 10.1 Assignment. The Subscriber may not assign this Agreement or any rights herein without the prior, written consent of Docexa.
- 10.2 Waiver. Failure or delay on the part of a party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. A waiver of default shall not operate as a waiver of any other default or of the same type of default on future occasions.
- 10.3 Notices. All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party hereto as set forth below and shall either be (a) personally delivered; (b) sent via postage prepaid certified mail, return receipt requested; (c) sent by nationally-recognized private express courier or (d) sent via fax provided that a confirmation copy is sent via one of the other methods described herein. Notices shall be deemed to have been given on the date of receipt if personally delivered or via fax, or two (2) days after deposit via certified mail or express courier. A party may change its address for purposes hereof by written notice to the other in accordance with the provision of this section. The addresses for the parties are as follows:
GlobalSpace Technologies Ltd, Office No.605, 6th Floor, Rupa Soliatire Building, MBP, Mahape, Navi Mumbai 400710 Subscriber: As mentioned in the invoice
- 10.4 Severability. If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.
- 10.5 Independent Parties. The parties acknowledge that neither party is an agent or employee of the other party, and that neither party has any authority to bind the other party to any agreement or obligation.
- 10.6 Governing Law. Any dispute, claim or controversy arising out of or relating to this Agreement, will be governed by the laws of India and the courts in Bangalore shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement.
- 10.7 Headings. Paragraph headings have been included in this Agreement merely for convenience of reference. They shall not be considered part of, or be used in interpreting, this Agreement.
- 10.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.
- 10.9 Survival. The provisions of Sections 2, 4, 5, 6, 7, 8, 9 and 10 shall survive expiration or termination of this Agreement for any reason.
- 10.10 Entire Agreement. This Agreement and the Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all proposals, oral or written, all previous negotiations and all previous communications between the parties with respect thereto.
- About Docexa Software
- Docexa offers its world-class Virtual clinic management platform to the Subscriber to digitize its Patient interface
- Docexa Platform provides efficient Telephone, SMS and Web based appointment booking system; Software Functionality:
- Certain features may be removed depending on what the prevailing laws and regulations dictate
- Certain features may not be readily available. Feature requests will be added to a pipeline and shall be executed depending on priorities
- Service Levels:
- Docexa will strive for 95% uptime of the system, if the system is unusable due to a reason attributed to Docexa for more than 72 hours (12 hours continuous disruption), 20% of month's payment will be waived off.
- Docexa will provide support for doctors and your staff via web, telephone and email Expectations from the Subscriber:
- Subscriber believes in the value Docexa brings to its operation and would use the Docexa platform to the best of their ability to make the patient visit experience delightful.
- Subscriber shall cooperate to the best of their ability to make the training and implementation process as fast and accurate as possible. In the event of any delay by the Subscriber, resulting in the Launch TAT breach, Docexa will not be responsible.
- the Subscribers continued usage of Docexa platform will be governed by sections "Pricing Transparency" and "Pricing and Payment"
- Pricing Transparency:
- the Subscriber is expected to be transparent with respect to their pricing of their services to patient.
- Subscriber charges/fees should be same and consistent to all patients.
- Docexa reserves the right to delist the Subscriber from its platform if the pricing transparency criterion does not met.
- Setup and training charges vary on a case-to-case basis. Additional setup and training charges may be levied on the Subscriber depending on the requirements.
- In case of pre-paid patients, Docexa will charge the patient directly and transfer the fees to pre-specified Subscriber bank account after deducting the Docexa fees. Docexa is just facilitating in collecting the pre-payment and not responsible for any of the Subscriber tax commitments.
- Charges to the Subscriber: In accordance with the insertion order