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AGREEMENT TERMS
 

If the client is entering into this agreement on behalf of a company or other legal entity, the client represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "Client"or "Client’s" shall refer to such entity and its affiliates. If the client does not have such authority, or if the client do not agree with these terms and conditions, the client must not accept this agreement and may not use the services
 

  1. Definitions

Definitions:  In the Agreement, the following terms have the stated meaning:

 

ITEM DETAIL
 

Confidential Information
 

the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement.  The provider’s Confidential Information includes Intellectual Property owned by the provider (or its licensors), including product plans, products, services, research data, inventions, technical know-how, prototypes, technology, drawings, engineering or hardware configuration information, hardware and software architectures, source code, object code, and strategic directions and the Praktice.ai Software.  The Client’s Confidential Information includes Patient Identifiable Data or operations.


Data
 

All data, content, API's, logins, and information (including Personal Information) owned, held, used or created by or on behalf of the Client for the purpose of the services rendered by the AI Assistant solution that is inputted into the Services.

Fees

the fees set out in the service order form, as updated from time to time in accordance with clause 5.4.
 

Force Majeure
 

An event that is beyond the reasonable control of a party,
excluding: an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or has filed for bankruptcy.

 

Intellectual Property Rights

Includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, RPA methodology, data and databases, technology, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.


Objectionable

Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.


Payment Terms 

The payment terms set out in the Commercial Terms (if any).


Permitted Users

those personnel of the Client who are authorised to access and
use the Services on the Client’s behalf in accordance with clause
3.3

 

Related Services

any related service described in the service order form and any further services that the Provider agrees to provide to the Client under the Agreement.
 

AI Project

the service having the core functionality described in the Solution Details.
 

Services

the project service and any Related Service.
 

Underlying Systems

The Praktice Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.



 

2. Provider Responsibilities
 

  2.1 Provision of subscribed services

The provider will make the services available to the Client pursuant to this Agreement 

Availability:

  1. Use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime from the client (of which client shall give advance electronic notice) or the provider (of which provider shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond the provider's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving provider’s employees), Internet service provider failure or delay, Non provider (not of Praktice Inc)  Application, cloud provider disruptions, telephony provider failures, denial of service attack, or in the event of Force Majeure

Through the use of web services and APIs, the Service interoperates with a range of third party service features. The Provider does not make any warranty or representation on the availability of those features.  Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Provider may cease to make available that feature to the Client.  To avoid doubt, if the Provider exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation. But provider makes all commercially reasonable efforts to utilize reliable services from a renowned third party provider to ensure 24x7 availability

​Support:

Provide applicable standard remote support (no on-premise support) for the Purchased Services to the client at no additional charge, and/or upgraded support if purchased

  1. ​​Standard Support is included at no additional charge which includes resolution of any application/technology related bugs or issues or project update or integrations. This doesn’t include changes to workflows or building enhancements
  2. Premium support is to be purchased with the said support cost to be paid in advance 


​Accuracy:

Provider makes all commercially reasonable efforts to ensure the accuracy of the specialist / doctor guidance to ensure a correct doctor referral for the patients. Provider also is responsible to incorporate any feedback received from the doctors / hospital authorities to give better guidance for patients in subsequent similar instances.
 

Protection of Client Data:

Provider will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client’s Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the client’s Data by provider’s personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as the client expressly permit in writing
 

Additional Related Services

The Provider may, from time to time, make available additional services to supplement the Service. At the request of the Client and subject to the Client paying the applicable Fees, the Provider may agree to provide to the Client an additional Related Service on the terms of the Agreement through a new Service Order form
 

Non-exclusivity:

The Provider’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Provider from providing the Services to any other health organization, to be in business with that organization.
 

No third party involvement in metadata:

The Provider does not share or sell metadata to any third party like facebook, google etc.
The Provider uses the metadata only for the machine learning of the existing patient interactions system for further improvements in patient experience or improving patient conversions only. No Application or proprietary software access shall be provided for audit only full scale annual project project.  The provider shall not be bearing any audit costs whatsoever. 


 

Use of services and Content

​Subscriptions

Unless otherwise provided in the applicable Subscription agreement or Documentation, (a) Purchased Services and access to Content are purchased as annual subscriptions, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.


Non-emergency usage

Praktice.ai’s medical AI engine is meant strictly for non emergency operational navigation for hospital processes like appointments, queries etc. Patients would be prompted a clear disclaimer prior to interaction with the AI assistant on all the modes of communication, about the non emergency purpose. Emergency numbers will be showcased when patients explicitly mention that they are in emergency or indicate a medical condition that’s a potential medical emergency.



Usage limits

Services and Content are subject to usage limits, including, for example, the quantities specified in Subscription agreements and Documentation. Unless otherwise specified, (a) a quantity in a Subscription agreement refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in a Subscription agreement, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If the client exceed a contractual usage limit, the provider may work with the client to seek to reduce the client’s usage so that it conforms to that limit. If, notwithstanding provider efforts, the client  is unable or unwilling to abide by a contractual usage limit, the client will execute Subscription agreement for additional quantities of the applicable Services or Content promptly upon provider’s request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment)



Permission for reference

Client agrees to permit the provider to use the Client’s name and logo as a reference over the website and listing of clientele. Within the contract period, the client agrees to publicise the convenience being offered to the patients through the virtual assistant and agrees to acknowledge the association with Praktice in enabling this. For any further mentions of the client & provider relationship, provider agrees to request explicit approval from the client and the client’s signing authority would review and approve the usage of such reference



 

Client responsibilities

​Marketing

Client could choose to promote the virtual assistant over online or offline channels to increase usage of the virtual assistant for transactions or interactions with the hospital. This would ensure a higher utilization of the unlimited conversations advantage that is given to the Client, a lower cost per transaction apart from the more important benefits of saving operational cost and increasing revenue

General

The Client and its personnel must (a) use the Services in accordance with the Agreement solely for the Client’s own internal business purposes (b) not resell or reverse engineer or make available the Services to any third party, or otherwise commercially exploit the Services.



Accuracy of data

The client will (a) be responsible for Users’ compliance with this Agreement (b) be responsible for the accuracy, quality and legality of the Client’s Data, the means by which the client acquired the Client’s Data and the client’s use of the Client’s Data with Provider Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify us promptly of any such unauthorized access or use, (d) use the Services and Content only in accordance with this Agreement, Documentation, Subscription agreements and applicable laws and government regulations, and (e) comply with the terms of service of any Applications with which the client uses Services or Content.



Access conditions

When accessing the Service, the Client and its personnel must

  • not impersonate another person or misrepresent authorisation to act on behalf of others or the Provider

  • correctly identify the sender of all electronic transmissions

  • not attempt to undermine the security or integrity of the Underlying Systems

  • not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service

  • not attempt to view, access or copy any material or data other than (a) that which the Client is authorised to access; and (b) to the extent necessary for the Client and its personnel to use the Service in accordance with this Agreement (c) neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and (d) comply with any terms of use on the Website, as updated from time to time by the Provide



    Subcontracting and assignment
    The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Provider, that consent not to be unreasonably withheld.  The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing

Any change of control of the Client is deemed to be an assignment for which the Provider’s prior written consent is required.  In this clause change of control means any transfer of shares or other arrangement affecting the Client or any member of its group which results in a change in the effective control of the Client

​​Providing data or integration endpoints

 

Requested information

Timeline to share the keys or data

Risk on Project

APIs 20 days prior the date of launch of the feature Delay in feature release

 


Usage restrictions

The client will not (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than the client, unless expressly stated otherwise in this agreement, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use of any of provider’s services in a manner that violates the Provider’s Acceptable Use and External Facing Services Policy , or to access or use any of provider’s intellectual property except as permitted under this Agreement, (h) modify, copy, or create derivative works based on the Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in this Subscription agreement, (j) frame or mirror any part of any Service or Content, other than framing on the client’s own intranets or otherwise for the client’s own internal business purposes or as permitted in the Documentation, or (k) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, Documentation or Subscription agreements, by the client or Users that in the provider’s judgment threatens the security, integrity or availability of provider’s services, may result in provider’s immediate suspension of the Services, however the provider will use commercially reasonable efforts under the circumstances to provide the client with notice and an opportunity to remedy such violation or threat prior to such suspension.

 

Data Transmission & Security

​Provider access to data

The Client acknowledges that (a) the Provider may require access to the Data to exercise its rights and perform its obligations under the Agreement; and (b) to the extent that this is necessary, the Provider may authorise a member or members of its personnel to access the Data for this purpose. (c) The Client must arrange all consents and approvals that are necessary for the Provider to access the Data as described



Client access to data

All the patient data, appointments (or) health check information and any other patient identifiable information like the mobile numbers (or) email IDs etc is the proprietary information of Client and is only pushed into client’s systems, real time during the conversation and is not stored in provider data storage systems. Apart from this, provider agrees to share analytical insights on characteristics of which patients book appointments, page wise stats, funnel diagrams to understand drop-offs etc., Provider would give a read only access of patient conversations to the Client through the dashboard, with a limited number of conversations that can be accessed.




Metadata

All the metadata that enables the application to run, like medical information, operational work flow algorithms, conversational workflow for various hospital business use cases like appointments etc, medical knowledge graph, natural language understanding, speech recognition etc are the proprietary information of provider and would not be shared with the Client. 



Cookie Policy

  • Praktice.ai uses cookies to maintain the context of conversations based on the patient/Client’s need. These are prior approved by the Client before the commencement of the project. 

  • The cookies are stored upto 30 days in the device in the standard plan and provide convenience for the patients to converse in the previous context to help the repeat users with the usage and convenient bookings.

  • For features like: my past appointments: the data is fetched from the hospital API’s or private VPC cloud of the hospital ( default: as per the plan or package or any prior discussion) to allow patients to manage their appointments/bills or doctor prescriptions etc

  • Proactive conversations: Cookies for proactive conversations fetch patient centric data from hospital system API’s to convey medical instructions, provide better service on behalf of hospital

  • Location intelligence: Location cookies are maintained as per google location permissions which are showcased to patients prior to taking their GPS location etc.

  • Any other features introduced or for the further improvement or maintenance of the existing features, cookie policy may be subject to change in operations, expiration time, mechanism of use etc for the sole purpose of improving the patient journey or services from the hospital for its patients, and none of the patient data is exchanged with any third party

  • Data rights: Praktice.ai’s engine and the nature of the business comprises of maintaining the metadata to work and improve the services for the Client. Considering the nature of the AI engine, none of the medical or non medical metadata is not a property of the Client and would be fed back to the provider engine to run on and is a property of provider.


    Data Security

  • The provider has ensured that the application / Virtual Machine / Cloud Services are subjected to penetration testing to assess security risks, and all addressable vulnerabilities have been mitigated and the Cloud Services is ‘Safe to Connect’

  • For The Annual Full scale contracts of the Medical AI applications, upon request, the Client Account VAPT can be made available on an annual basis. The selection of the VAPT vendor shall be made by the Provider and the charges for the production of the Report shall be borne by the Client for the full scale project. 



    Indemnity

  • The Client indemnifies the Provider against any liability, claim, proceeding, cost and expense (including the actual legal fees charged by the Provider’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

     

  • Fees and payment for purchased services


  • Fees

  • The client will pay all fees specified in this Subscription Agreement (a) fees are based on the Services and Content subscriptions purchased and not actual usage, (b) payment obligations are noncancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term


  • Invoicing & payment
     

  • The provider  will invoice the client in advance and otherwise in accordance with this Subscription agreement, invoiced charges are due net 30 days from the invoice date. The client is responsible for providing complete and accurate billing and contact information to the provider and notifying the provider of any changes to such information. Any additional late fee payments shall be charged in the corresponding Tranche. 


  • Signing of the document, Suspension of service and escalation
     

  • The price quoted is a discounted price,  is valid only if this document is signed by both parties on or before the said time. Post which this document and the negotiated price is not valid. In such a case, the cost applicable is as on the website.


  • Payment delays
     

  • The payment  is as per the billing terms in the subscription agreement. Incase of any payment delays from the payment cut off date for each month 2% levied as late payment charges per month. In case the delay is beyond 30 days from the cut-off date, the AI assistant service would be suspended in case the payment is not through. In case of such delays or suspended services, the complete payments would still be due along with the interest rate of 2% per month from the contract start date.

  • The cycle for the second year payment to be followed is Net30 and need to be paid within 30 days from the invoice date. There’d be reminders sent 10 days before the cut-off date and there shall be an interest rate of 2% levied as late payment charges per month from the second year contract start date. In case the delay is beyond 45 days, the AI assistant service would be suspended in case the payment is not through. In case of such delays or suspended services, the complete payments would still be due along with the interest rate of 2% per month from the second year contract start date.


  • Taxes

  • Provider’s fees does not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes”). The client is responsible for paying all Taxes associated with the client’s purchases hereunder. If the provider  have the legal obligation to pay or collect Taxes for which the client is responsible under this Section, the provider will invoice the client and the client will pay that amount unless the client provides the provider  with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, the provider is solely responsible for taxes assessable against the provider based on the provider’s  income, property and employees.There is a 10% tax that needs to be paid by the client for the services to the provider as per the government of India Regulations on Tax.


  • Future functionality

  • The client agrees that the client’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the provider regarding future functionality or features.



  • Proprietary rights and licenses


  • Reservation of rights

  • Subject to the limited rights expressly granted hereunder, the Provider  and Provider’s Affiliates,provider’s licensors and Content Providers reserve all of provider’s/their right, title and interest in and to the Services and Content, including all of the provider’s/their related intellectual property rights. No rights are granted to the client hereunder other than as expressly set forth herein


  • Access to and use of content

  • The client has the right to access and use applicable Content subject to the terms of applicable Subscription agreements, this Agreement and the Documentation.


  • License to host client’s data and applications

  • The client grants the provider , Provider’s Affiliates and applicable contractors a worldwide, limited-term license to host, copy, display and use any Applications and program code created by or for the client using a Service or for use by the client with the Services, and Client’s Data, each as reasonably necessary for the provider to provide, and ensure proper operation of, Provider’s Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, the provider acquire no right, title or interest from the client or client’s licensors under this Agreement in or to any of Client’s Data, Application or such program code.



  • License to use feedback

  • The client grant to the provider  and Provider’s Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the provider’s and/or Provider’s Affiliates’ services any suggestions, enhancement requests, recommendation, correction or other feedback provided by the client or Users relating to the operation of the provider or Provider Affiliates’ services.



  • Representations and warranties
     

  • Representations

  • Each party represents that it has validly entered into this Agreement and has the legal power to do so.

     

  • Our warranties

  • The provider warrants that during an applicable subscription term (a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client’s Data, (b) the provider  will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Applications” section above, the provider  will not materially decrease the overall functionality of the Services. 
     

  • Disclaimers

  • EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS



  • Disputes

  • Good faith negotiations

  • Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations at least for a period of 8 months
     

  • Obligations continue

  • Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute
     

  • Right to seek relief

  • This clause does not affect either party’s right to seek urgent interlocutory and/or injunctive relief
     

  • Mutual indemnification

  • Indemnification by provider

  • The provider  will defend the client against any claim, demand, suit or proceeding made or brought against the client by a third party alleging that any Purchased Service infringes or misappropriation such third party’s intellectual property rights (a “Claim Against The Client”), and will indemnify the client from any damages, attorney fees and costs finally awarded against the client as a result of, or for amounts paid by the client under a settlement approved by the provider  in writing of, a Claim Against the client, provided the client (a) promptly give the provider  written notice of the Claim Against the client, (b) give the provider  sole control of the defense and settlement of the Claim Against The Client (except that the provider  may not settle any Claim Against The Client unless it unconditionally releases the client of all liability), and (c) give the provider  all reasonable assistance, at the provider's expense. If the provider receives information about an infringement or misappropriation claim related to a Service, the provider  may in the provider’s discretion and at no cost to the client (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching provider’s warranties under warranties above, (ii) obtain a license for client’s continued use of that Service in accordance with this Agreement, or (iii) terminate the client’s subscriptions for that Service upon 30 days’ written notice and there will be no refund given to the client. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that Provider’s Services are the basis of the Claim Against The Client; (2) a Claim Against the client arises from the use or combination of Provider’s Services or any part thereof with software, hardware, data, or processes not provided by the provider , if Provider’s Services or use thereof would not infringe without such combination; (3) a Claim Against The Client arises from Services under this Subscription agreement for which there is no charge; (4) a Claim against the clientis based on traditional online storefront commerce functionality that is or was in general use in the industry; or (5) a Claim Against The Client arises from Content, Application or  the client’s  use of the Services in violation of this Agreement
     

  • Indemnification by Client

  • The client will defend the provider and Provider’s Affiliates against any claim, demand, suit or proceeding made or brought against the provider  by a third party alleging that (a) any of the Client’s Data or use of  Data with Provider’s Services, (b) a Application provided by the client, or (c) the combination of an Application provided by the client and used with provider’s Services, infringes or misappropriation of such third party’s intellectual property rights, or arising from the client’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Subscription agreement (each a “Claim Against The Provider”), and the client will indemnify the provider  from any damages, attorney fees and costs finally awarded against the provider  as a result of, or for any amounts paid by the provider  under a settlement approved by the client in writing of, a Claim Against The Provider , provided the provider  (a) promptly gives the client written notice of the Claim Against The Provider , (b) give the client sole control of the defense and settlement of the Claim Against The Provider  (except that the client may not settle any Claim Against The Provider  unless it unconditionally releases the provider  of all liability), and (c) give the client all reasonable assistance, at the client’s expense.

     

  • Exclusive remedy

  • This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against,the other party for any type of claim described in this Section.

     

  • Limitation of liability

  • Limitation of liability

  • IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT AND CLIENT’S AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT  AND CLIENT’S AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

     

  • Exclusion of consequential and related damages

  • IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

     

  • No Medical liability

  • THE TRIAGING SOLUTION PROVIDED AS PART OF THE VIRTUAL ASSISTANT IS NOT TO PROVIDE ANY MEDICAL GUIDANCE TO THE PATIENT, AND ONLY TO GUIDE THE PATIENTS TO A MEDICAL SPECIALIST WHO CAN RESOLVE THE PATIENT’S CONCERN IN THE SHORTEST POSSIBLE TIME. IN CASE THE PATIENT IS REFERRED TO THE INCORRECT SPECIALIST / SUPER SPECIALIST / CONSULTANT, IT IS THE RESPONSIBILITY OF THE DOCTOR / CONSULTANT TO REDIRECT / REFER THE  PATIENT TO THE CORRECT SPECIALIST. PROVIDER IS IN NO WAY RESPONSIBLE FOR THE WRONG TREATMENT PROVIDED BY THE CONSULTANT OR DOCTOR AND CLIENT AGREES TO INDEMNIFY PROVIDER FROM SUCH SCENARIOS ARISING DUE TO WRONG TREATMENT BY THE DOCTOR / CONSULTANT


  • Term & termination

  • Term of agreement

  • This Agreement commences on the date the client first accepts it and continues until all subscriptions here under have expired or have been terminated.
     

  • Term of purchased subscriptions

  • The term of each subscription shall be as specified in this subscription agreement. Subscriptions will automatically terminate unless provider and Client enter into a renewed subscription agreement. Notwithstanding anything to the contrary, renewal will result in re-pricing at renewal without regard to the prior term’s pricing

  • Duration (a) starts on the Start Date and ends on the End Date; (b) where no End Date is set out in the service order form, continues for successive terms of 2 years from the Start Date 

     

  • Termination with cause

  • A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
     

  • Refund or payment upon termination

  • Apart from termination with cause there shall be no termination of the project since implementation charges to the client has been waived off and the server cost is being prepaid and being borne by the provider for the client. Payment for the project and the services are final and non-refundable.
     

  • Client’s data portability and deletion

  • Upon request by the client made within 30 days after the effective date of expiration of this Agreement, metadata that is limited to doctors / health check ups / facilities / insurance information etc,. After such a 30-day period, the provider will have no obligation to maintain or provide any Client’s Data, and as provided in the Documentation will thereafter delete or destroy all copies of Client’s Data in provider’s systems or otherwise provider’s possession or control, unless legally prohibited.

  • Surviving provisions

  • The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Client’s Data Portability and Deletion,” “Removal of Content and Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.


    General

  • Notices

  • A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the service order form or otherwise notified by the other party for this purpose. 
     

  • Manner of giving notice

  • Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing either electronic or physical and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to the client will be addressed to the relevant billing contact designated by the client. All other notices to the client will be addressed to the relevant Services system administrator designated by the client.
     

  • Agreement to governing law and jurisdiction

  • Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of of the state in the United States of America.
     

Export compliance

  • The Services, Content, other technology, the provider  make available, and derivatives thereof may be subject to export laws and regulations of Singapore and other jurisdictions. Each party represents that it is not named on any Singapore or Indian government denied-party list. 
     

  • Anti-corruption

  • The client agrees that the client has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any provider's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If the client learn of any violation of the above restriction, the client will use reasonable efforts to
    promptly notify Provider’s Legal Department at contact@Praktice.ai

     

  • Entire agreement & order of precedence

  • This Agreement is the entire agreement between the client and the provider  regarding client’s use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any other of client’s order documentation (excluding Subscription agreement) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this agreement (2) Service Order Form.

  • Assignment

  • Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such termination, there  will be no refund to the client any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  • Relationship of the parties

  • The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

  • Third-party beneficiaries

  • No person other than the Provider and the Client has any right to a benefit under, or to enforce, the Agreement

    Waiver

  • No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

  • Severability

  • If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to the law, the provision will be deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity

  • If modification under the above clause is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.

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* If you are a patient, please contact your healthcare provider directly. Please do not send any sensitive personal or health information to Praktice.

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