Conttext Messaging Technology Labs Private Limited (“CONTTEXT”) (“us”, “we”, or “Conttext”, which also includes its affiliates) is the author and publisher of the Internet resource www.Conttext.com (“Website”) on the World Wide Web as well as the software and applications provided by Conttext, including but not limited to the mobile application ‘Therapy’ (together with the Website, referred to as the “Services”).
This Agreement, among other things, provides the terms and conditions for use of Services, primarily a web based practice management hosted and managed remotely through the website and through native mobile applications as described in Section 3.9 of this Agreement. The site www.conttext.comowned and operated by Conttext.
1. AGREEMENT WITH CONTTEXT
1.2 Useracknowledges that User will be bound by this Agreement for availing any of the Services offered by us.
1.3 User access to use the Services will be solely at the discretion of Conttext.
2.2 The Agreement is published in compliance of, and is governed by the provisions of Indian law, including but limited to:
3.3.1the Indian Contract Act, 1872,
3.3.2the (Indian) Information Technology Act, 2000, and
3.3.3the rules, regulations, guidelines and clarifications framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the “ SPI Rules ”), and the (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (the “ IG Rules ”).
2.3 Conttext authorizes the User to view and access the content available on the Services solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Services (collectively, " Conttext Content "), are the property of Conttext and are protected under copyright, trademark and other laws. User shall not modify the Conttext Content or reproduce, display, publicly perform, distribute, or otherwise use the Conttext Content in any way for any public or commercial purpose or for personal gain.
2.4 If User are an employee, associate, consultant, intern or are in any way associated to the Provider that has subscribed to the Services and the subscribing Provider has authorized User, explicitly or implicitly, to use the Services, this Agreement is a threeway agreement between User, the Provider and Conttext. Both the Provider and Conttext may seek recourse against User for any violation of the terms of this Agreement.
2.5 Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their login or right to use the Services to any third party. Users, the User, are solely responsible for the way anyone User have authorized to use the Services and for ensuring that all of such Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such User shall be deemed to be a violation thereof by User.
2.7 User agree that any registration information User give to Conttext will always be true, accurate, correct, complete and up to date, to the best of our knowledge. Any phone number used to register with the Services be registered in User name and User might be asked to provide supporting documents to prove the same.
2.8 Useragree that User will not use the Services provided by Conttext for any unauthorized and unlawful purpose. User will not impersonate another person, including, without limitation, a Provider, a Practice or User.
2.10 User agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Conttext, unless User have been specifically allowed to do so in a separate agreement with Conttext.
2.11 Useragrees that User will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
2.12 User agree that User will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Software or any other Services for any purpose whatsoever.
2.14 User shall indemnify Conttext for any claims, losses or damages, or for the costs of any regulatory or court proceedings suffered by Conttext as a result of User breach under any applicable law.
2.15 User expressly acknowledge and agree that User use of the Services is at User sole risk and that the Services are provided "as is" and "as available”.
2.16 User agree that User will not make any unsolicited calls or use any information displayed on the Conttext, an online platform; to breach any applicable rules and guidelines related to unsolicited commercial communications, including but not limited to regulations & guidelines such as TRAI guidelines for telemarketers, or otherwise violate applicable law while using the Services.
2.17 User agree that this Agreement and the Services of Conttext are subject to any modification, or may be removed by Conttext, as a result of change in government regulations, policies and local laws as applicable.
2.18 User agree and understand that User are responsible for maintaining the confidentiality of passwords associated with any login User use to access the Software.
2.19 User use of each Service confers upon User only the rights and obligations relating to such Service, and not to any other Service or service that may be provided by Conttext.
3. Use of Services
3.1Conttext provides Software through its website, as a Software as a Service (SaaS) model. Conttext is not responsible for and does not deal with any of patient managed by User through the website or native mobile applications and only provides Software to User through the website and native mobile applications.. To the extent User uses such software or downloads such software from the website, the software, will be deemed to be licensed to User by Conttext, for providing Services to User and enabling User to use those Software only. Conttext does not transfer either the title or the intellectual property rights to the Software and other itsServices, and Conttext (or its licensors) retain full and complete title to the Software as well as all intellectual property rights therein. User agrees to use the Services and the materials provided therein only for purposes that are permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Information provided by a User to Conttext may be used, stored or republished by Conttext or its affiliates even after the termination of these terms of Service.
3.2Conttext may offer at its discretion, a free trial of its Services for a specified time period. Users of the Software during the trial period are bound by the terms of this Agreement and any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions. Any data User enters into the Software, and any customizations made to the Software by or for User, during User’s free trial will be permanently lost at the expiry of the specified time period unless the User upgrades his/her/its subscription to one of the User Plans. Conttext does not provide any warranty during the trial period.
3.3Conttext offers its Services on asis basis and has the sole right to modify any feature or customize them at its discretion and there shall be no obligation to honour customization requests of any User. The subscription fee hence charged is exclusive of any customisation costs.
3.4User shall not access the Services of Conttext if the User or the organisation that he/she/it represents is Conttext’s direct competitor, except with Conttext’s prior written consent. In addition, the User shall not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.5 Conttext provides, at its discretion basic support for the Services at no additional charge, and/or upgraded support if purchased separately and will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which Conttext shall give at least 8 hours’ notice to Users via the Services and which Conttext 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 Conttext’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. Conttext will provide the Services only in accordance with applicable laws and government regulations.
3.6 Notwithstanding anything to the contrary contained herein, Conttext does not warrant that its Services will always function without disruptions, delay or errors. A number of factors may impact the use of the Services (depending on the Services used) and native mobile applications and may result in the failure of User communications including but not limited to: User local network, firewall, User internet service provider, the public internet, User power supply and telephony services. Conttext takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.
3.7 In the event the Software are not available due to apparent default at Conttext’s end or are rendered unusable, Conttext may at its discretion extend the subscription period of the Provider only by such number of calendar days when the Services were not available. However, User shall agree that Conttext is not responsible and will not be held liable for the any failure of the intermediary services such as, internet connectivity failure or telephonic disconnections.
3.8 The Services may be subject to certain limitations, such as, limits on disk storage space, on the number of calls Users are permitted to make against Conttext’s application programming interface, and, other limitations dependent on the ‘User Plan’, for example, number of SMS, number of appointments, number of users or accounts, validity of subscription and any other limitations. Any such limitations are specified in the User Plans. The Services have been designed to provide realtime information to enable User to monitor such User’s compliance with such limitations.
3.9 Notwithstanding anything to the contrary contained herein, Provider alone shall be liable for Provider’s dealings and interaction with patient, his/her representatives or affiliates, searching for Providers through the Website (the “ EndUser ”). Contacted or managed through the Software and Conttext shall have no liability or responsibility in this regard. Conttext does not guarantee or make any representation with respect to the correctness, completeness or accuracy of the information or detail provided by End-Users or any third party through the Services. The Services are not intended for and must not be used for emergency purposes such as emergency appointments, emergency healthcare procedures or any other emergency situations.
3.10 Conttext may, at its sole discretion, suspend User’s ability to use or access the Services at any time while Conttext investigates complaints or alleged violations of this Agreement, or for any other reason.
3.11 Conttext reserves the right to use all information captured in its Services in anonymised form for the purpose of its Services improvements, and providing analytics and businesses intelligence to the third parties.
3.13 Certain Services (including ancillary Services) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Software (“ Specific Terms ”). In such cases, the applicable Specific Terms will be and User access to and use of the relevant Services will be contingent upon User acceptance of and compliance with such Specific Terms.
3.14 Conttext reserves the right to add new functionality, remove existing functionality, and modify existing functionality to its Services as and when it deems fit, and make any such changes available in newer versions of its Services or native mobile application or all of these at its discretion. All Users of its Services will be duly notified upon release of such newer versions and Conttext reserves the right to automatically upgrade all Users to the latest version of its Software as and when it deems fit.
4.1 ConttextTherapy(“Therapy”) is available ‘on the cloud’ wherein Providers are able to access to solution for a specific period of time, as chosen by them.
4.2 The Provider agrees that if the Software is being used by its employees or agents, including Practitioners, such employees or agents will use the Software in accordance with this Agreement.
4.3 User can use Therapy to book appointments with End-Users, send End-Users reminders for appointments, record their clinical notes, generate their prescriptions and to generate bills and invoices.
4.4 Therapy being an Application of Conttext, the reviews and recommendations shared over Therapy can be displayed on the Website. User agrees that Conttext shall not be responsible for any of the reviews made on the Website.
4.5 Conttext reserves the right to make any further operational changes to the Software, at its discretion and the Providers will be notified of such changes or updates with a prior notice.
4.6 User shall agree that they will be subscribing the Software for the purpose of EndUser management and will not use the Services provided by Conttext for any unauthorized and unlawful purpose.
4.7 User shall agree that User will indemnify and keep indemnified Conttext for all the costs, damages and losses any in case of any breach of security procedures by the User(s), User’s employees or its vendors.
4.8 Any communication sent by or through Conttext to the clients or customers (whether or not End-Users) of a particular Provider is based solely on information uploaded by such Provider on the Therapy 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 Provider. Conttext will not be responsible for the incompleteness or inaccuracy such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient.
4.9ConttextTherapy sends alerts pertaining to the follow up visits to the End Users and enables the End Users to also access their appointment details through User account created through Conttext.com or Conttext mobile app.
5.1 Payment, Fees and Taxes
5.2 Conttext may add new Services for additional fees and charges or may proactively amend fees and charges for existing Services, at any time in its sole discretion. Fees stated prior to the Services being provided, as amended at Conttext’s sole discretion from time to time, shall apply.
5.3 If User purchase any subscription based paid Service, User authorize Conttext to charge User applicable fees at the beginning of every subscription period or at such intervals as applicable to the said Service, and User authorise Conttext make such modification to the fee structure as required during the subsistence of a subscription period and also agree to abide by such modified fee structure.
5.4 Useragrees that the billing credentials provided by User for any purchases from Conttext will be accurate and User shall not use billing credentials that are not lawfully owned by User.
5.5 The User agrees to pay all subscription fees, consulting fees and other fees applicable to User’s use of Services and the User shall not circumvent the fee structure. The fee is dependent on the User Plan that User purchases and on any additional usage beyond limitations of the User plans but not on actual usage of the Services. The subscription fee is nonrefundable.
5.6 Each User is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting. Conttext is in no way responsible for any of the User’s taxes or legal or statutory compliances, except for its own due diligence.
5.7 Conttext may make available an offline fee payment facility, supported by a third party vendor. Conttext is not responsible for any loss or damage caused to the User using this payment facility provided by such third party vendor.
5.8The fees could also be paid by cheque payable at Bengaluru, either collected personally from the User or required to be mailed to Conttext at the following address:
Ground Floor, Tower D, RMZ Infinity
Old Madras Road, Bangalore
India 560 016
5.9 All fees are exclusive of taxes. Service Tax and other statutory taxes as applicable are levied on every purchase.
5.10 The payment process would be considered to be complete only on receipt of the fees into Conttext's designated bank account.
5.11 Fees not received within the specified due dates attract late charges of 18% per annum from the duedate of payment, and any such charges may be levied at Conttext's sole discretion.
5.12 Conttext reserves the right to modify the fee structure by providing a 30 (thirty) days’ prior notice, either by notice on the Services or through email to the authorized User, which shall be considered as valid and agreed communication. Upon the User not communicating any response to Conttext to such notice, Conttext shall apply the modified fee structure effective from the expiry of the said notice period.
5.14 Notwithstanding anything to the contrary contained herein, in case the payments are made by a User through credit card, an invoice for subsequent subscription period/renewals shall be generated 10 (ten) days prior to the expiry of the existing subscription period and an email will be sent to such User registered with Conttext intimating such User about expiration of the current subscription period and that the credit card of such User registered with Conttext will be charged automatically against payment of subscription fee for subsequent subscription period, along with a copy of the invoice for the subsequent subscription period/renewal. Subject to the provisions of section 8.2 below, if a User is not willing to continue or renew the subscription of Services, the same shall be communicated to Conttext by the User within 5 (five) days of receipt of such intimation from Conttext. In the absence of such intimation to discontinue the subscription, Conttext shall be entitled to charge the credit card of the User registered with Conttext on the day the current subscription period expires.
5.15 Conttext shall send an intimation of receipt of fee from the Users through an email within 7 (seven) working days of receipt of fee into Conttext’s designated bank account.
5.16 In case of nonpayment of any fee beyond the date a payment becomes overdue (overdue date), Conttext reserves the right to take any or all of the following actions as it deems appropriate (i)reduce all Subscription Service credits in Users’ Services account to 0 (zero) anytime after 7 (seven) days from the overdue date, including but not limited to SMS and Call credits. (ii)discontinue the Services to the User anytime after 30 (thirty) days from the overdue date. (iii) delete all information in User’s account anytime after 90 (ninety) days from the overdue date.
5.17 Fees and charges shall be calculated solely based on records maintained by Conttext or its third party billing provider. No other information of any kind shall be acceptable by us or have any effect under this agreement. Decision of Conttext shall be final and binding in relation to any fees payable by Users.
5.19 Conttext will not be liable to User or to any third party for any modification, suspension, or discontinuance of the Services, or parts thereof, except that User are only entitled to a prorated refund representing the unused (as of the date of termination) portion of any subscription fees, paid deposits or payments for Services other than the nonrefundable one time setup fees as due prior to permanent discontinuation the Services or upon the expiry of 45 (forty five) days from the date of User written notice to Conttext. Conttext shall have the right to deduct any taxes that are due in relation to the refund amount (if any). The subscription fees are nontransferable and the payment made by the User for a particular Subscription Service cannot be transferred or carried over to another Service.
6.1 As mandated by Regulation 3(2) Information Technology (Intermediaries Guidelines) Rules, 2011, Conttext hereby informs the Provider that theyshall not permitted to host, display, upload, modify, publish, transmit, update or share any information that:
i) belongs to another person and to which the User does not have any right to;
ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
iii) harm minors in any way;
iv) infringes any patent, trademark, copyright or other proprietary rights;
v) violates any law for the time being in force;
vi) deceives or misleads the addressee (or EndUser or User) about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
vii) impersonate another person;
viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
6.2 The Provider is also prohibited from:
i) violating or attempting to violate the integrity or security of the Services or any Conttext Software;
ii) transmitting any information (including job posts, messages and hyperlinks) on or through the Services that is disruptive or competitive to the provision of Services by Conttext;
iii) intentionally submitting on the Services any incomplete, false or inaccurate information;
iv) making any unsolicited communications to other Users;
v) using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Service;
vi) attempting to decipher, decompile, disassemble or reverse engineer any part of the Services unless explicitly permitted by Conttext;
vii) copying or duplicating in any manner any of the Conttext content or other information available from the Service;
viii) framing or hotlinking or deeplinking any Conttext content.
ix) circumventing or disabling any digital rights management, usage rules, or other security features of the Software.
6.3 Conttext, upon obtaining knowledge by itself or being brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned in S. 6.2 above, shall be entitled to disable such information that is in contravention of S. 6.2. Conttext shall be entitled to preserve such information and associated records for at least 90 (ninety) days for service on to governmental or investigative authorities for investigation purposes.
6.6 Conttext respects the intellectual property rights of others and we do not hold any responsibility for any violations of any intellectual property rights.
7.2 The User shall not hold Conttext responsible or liable in any way for any disclosures by Conttext under Regulation 6 of the SPI Rules.
7.3 The Software provided by Conttext or any of its licensors or providers are provided "as is”," as available”, and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and noninfringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). Conttext does not provide or make any representation, warranty or guaranty, express or implied about the Services. Conttext does not verify any content or information provided by Users on its Services and to the fullest extent permitted by law, disclaims all liability arising out of the User’s use or reliance upon the Services, , the Conttext Content, representations and warranties made by the Users or the content or information provided by the Users on the Services or any opinion or suggestion given or expressed by Conttext or any User in relation to any User or Services provided by such User.
7.4 Conttext assumes no responsibility, and shall not be liable for ways in which EndUser data is used by Providers and other authorized users of Software at a Practice. It is the responsibility of the Practice alone to ensure that the EndUser data either stored in Software or taken out from Software by printing or exporting to PDF, CSV or any other computer file format or data stored offline in mobile devices of users accessing Software through mobile applications published by Conttext, is used in compliance to local privacy laws applicable to the Practice’s business transactions with End-Users.
7.5 The Services of Conttext may be linked to the services of third parties, affiliates and business partners. Conttext has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such Services or made available by/through our Services. Inclusion of any link on the Services does not imply that Conttext endorses the linked site. User may use the links and these Services at User’s own risk.
7.6 Conttext assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User’s equipment on account of User’s access to, use of, or browsing the Services or the downloading of any material, data, text, images, video content, or audio content from the Service. If a User is dissatisfied with the Service, User’s sole remedy is to discontinue using the Services of Conttext.
7.7 The Services may enable User to communicate with other Users or to post information to be accessed by others, whereupon other Users may collect such data. Such Users, including any moderators or administrators, are not authorized Conttext representatives or agents, and their opinions or statements do not necessarily reflect those of Conttext, and they are not authorized to bind Conttext to any contract. Conttext hereby expressly disclaims any liability for any reliance or misuse of such information that is made available by Users or visitors in such a manner.
7.8 In no event, including but not limited to negligence, shall Conttext, or any of its directors, officers, employees, agents or content or service providers (collectively, the “ protected entities ”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto, User’s provision of information via the Services of the Conttext, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for provision of or failure to provide all or any Services by Providers to End-Users contacted or managed through the Service. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any User or other person on or through the Services. In no event shall the total aggregate liability of the protected entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or a User’s use of the Services exceed, in the aggregate Rs. 1000.
7.9 In no event shall the protected entities be liable for failure on the part of the Users to provide agreed Services or to make himself/herself available at the appointed time, cancellation or rescheduling of appointments. In no event shall the protected entities be liable for any comments or feedback given by any of the Users in relation to the Services provided by a User.
7.10 The protected entities and the Conttext shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in ConttextServices made to User, or for any unauthorized interception of Customer’s communications or other breaches of privacy attributable in part to the acts or omissions of Customer or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with the Service.
7.11 Indemnity User agrees to indemnify and hold harmless Conttext, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party vendors, from claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from his/her/ its access to or use of Software, violation of this Agreement, or infringement, or infringement by any other user of his/her/its account, of any intellectual property or other right of any person or entity. Conttext will notify User promptly of any such claim, loss, liability, or demand, and in addition to User foregoing obligations, User agree to provide us with reasonable assistance, at User expense, in defending any such claim, loss, liability, damage, or cost.
8. Term, Termination and Disputes
8.1 This Agreement will remain in full force and effect while the User is a user of any of the Services in any form or capacity.
8.2 The User can request for termination of his/her/its membership with Conttext at any time by providing 30 (thirty) days’ prior written notice to support@Conttext.com. During this 30day period, Conttext will investigate and ascertain the fulfilment of any ongoing Services or pending dues related to subscription fees or any other fees by the User. Conttext may require the User to continue his/her/its subscription until the completion or termination of an ongoing Services or subscription period, should the situation warrant and at Conttext’s discretion. The User shall be obligated to clear any dues with Conttext for any of its Services for which the User has procured. Conttext shall not be liable to User or any third party for any termination of User access to the Site and/or the Services.
8.3 Conttext reserves the right to terminate any account in cases:
ii) Conttext is unable to verify or authenticate any information provide to Conttext by a User; or
iii) Conttext believes in its sole discretion that User’s actions may cause legal liability for such User, other Users or for Conttext or are contrary to the interests of the Service.
8.4 Return of User’s Data: Upon request by a User made within 30 (thirty) days after the effective date of termination of a Services subscription due to nonpayment, Conttext will make available to the User for download a copy of such User’s data in comma separated value (.csv) format or any other format as determined by Conttext. After such 30 (thirty) days period, Conttext shall have no obligation to maintain or provide any of such User’s data and shall thereafter, unless legally prohibited, delete all User’s data in its systems or otherwise in its possession or under its control. In cases where User terminates the subscription voluntarily, it will be the sole responsibility of the User to make a copy of their data before terminating the subscription Users data will not be available after termination of subscription in such cases.
8.5 Conttext reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of the User’s content from the Services and immediate termination of the User’s account with or without ability to access the Softwares, upon any breach by the User of this Agreement or if Conttext is unable to verify or authenticate any information the User submits to Conttext, or if the User fails to provide (or after providing such consent, later revokes) the consents necessary or desirable for Conttext to provide the Services to the User.
8.6 This Agreement and any contractual obligation between Conttext and User will be governed by the laws of India, subject to the exclusive jurisdiction of Courts in Bengaluru, India.
8.7 Even after termination, certain obligations mentioned under Covenants, Liability, Indemnity, Intellectual Property, Dispute Resolution will continue and survive termination.