1.Definitions:

1. “Affiliate”: any entity that directly or indirectly controls, is controlled by, or is under common control with You or Us, as the case may be, but only for so long as the control exists. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests.

2. “Acssel IPL Partners” means businesses who are authorized to sell Acssel IPL products and Services by Acssel IPL

3. "Applicable Law" means all applicable laws, rules, regulations, guidelines, statutory or government notifications including health ministry regulations, ART act regulations, Pharmacy Regulations etc.

4. “Confidential Information ”: any information disclosed to a party by the other party concerning the business and/or affairs of the other party, including but not limited to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 (ten) days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.

5. “Customer Data ”: the data and information provided by You to Us through Your use of the Healthcard Plus. This data may include data of customers or patients who want to use the services.

6. “Customer” “You” “Your” “Subscriber”, : means any individual or patient, who has downloaded the Mobile application and uploaded his login credentials for the use of service, and entered into any purchase order of services provided by Healthcard Plus, and whose data is being collected in software.

7. “Force Majeure Event”: acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, industrial disputes, failure of a utility service or transport network, Any acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, act of terror, Internet service provider failure or delay, Server failure or corruption of server by hacking, denial of service attack, fire, flood or storm, but excluding (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

8. “Major Release” : a Release of the Software that is designated by Us as such in accordance with our then-current naming convention (e.g. Major Release 3 -> Major Release 4).

9. “Minor Release”: a Release of the Software within a given Major Release that We designate through a respective change in numbering in accordance with our then-current naming convention (e.g. Release 4.2 -> Release 4.3).

10. “Malware”: anything or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.

11. “Mobile Apps” Mobiles apps are the android and I phone apps developed by the company Acssel IPL, which will be updated over period of time by company.

12. “Order”: the service which customer requires from us, for which customers gives Order to Acssel IPL & Vendors, which may include pharmacy order, Lab test order of online consultation order.

13. “Order Invoice ”: the bill amount payable by the customer for service he requires, inclusive of taxes applicable like GST.

14. “Order Payment ”: the payment which will be received from the customer for the service they take, payment can be done in Cash or through payment gateway in form like UPI, Credit or Debit Card, Neft or RTGS payments.

15. “Payment Gateway”, refers to third party companies or application which provide payment transfer from customer to Acssel IPL. These payment will be in form of UPI, NEFT, Credit or Debit card etc.

16. “Subscription”: the subscriptions of an Mobile app or software by customers, to use the Mobile app or Software and Support Services in accordance with these Terms and conditions.

17. “Subscription Term or period” : the Subscription Term and any subsequent Renewal Terms as set out in an Order for the customers.

18. “Support Services” : the support services, as described in the Support Services Description, that We provide to You in respect of the Software.

19. “Software”, “Application” means collectively, the full retail version of the Software which include Mobile app and web based application, given on subscription to subscriber like customer or vendor, without source code and object code, together with any and all improvements, corrections, modifications, updates, enhancements or other changes, whether or not included in the current version, plus all System Documentation and User Documentation.

20. “Software Trade Secret” means any scientific or technical information, design, process, procedure, formula, or improvement included in the Software that is valuable, not generally known in the industry, and gives the owner of the Software a competitive advantage over those competitors who do not know or use such information.

21. “System Documentation” means all documentation used in the development and updating of the Software, including but not limited to, design or development specifications, error reports, and related correspondence and memoranda.

22. “Taxes”: any applicable sales, use, value added, duties, assessments, excise, withholding or other taxes assessable by any jurisdiction whatsoever based on the applicable Order Form.

23. “Vendor” : means any individual or company who may be Pharmacy Owners, Lab owners or Doctors, who has subscribed the Mobile app or software for providing service to the customers. They can use app for delivery service and software for the orders and billing purpose. There will be subscription cost to the vendors for subscription term as decided by Acssel IPL.

2. TERMS AND CONDITIONS AND SCOPE:

1. these Terms and conditions are between Acssel IPL and customers, being people from general population, any person, Individual, company, organisation, patients or anyone who want the services of Healthcard Plus.

2. These Terms, together accepted between You and Us, comprise the terms between You and Us, and governs Your use of the Healthcard Plus and Support Services.

3. By electronically signing these Terms and conditions offered by Us, which references these Terms or by indicating Your acceptance through an “I accept” “Agree” button or similar electronic acceptance method, You accept this terms and agree to be bound by the Agreement.

3. SUBSCRIPTION RIGHTS AND SCOPE:

1. In the subscription, Healthcard Plus will be provided to the subscriber in “as it is format”, meaningly no customisation will be allowed and provided to the subscriber.

2. We are and remain exclusive owners of all rights (including without limitation the Proprietary Rights) in and to the Healthcard Plus and Documentation. You are granted a non-exclusive, non-transferable, revocable right to use the Healthcard Plus for the Subscription Term for Your own and Your Affiliates’ internal purposes (which specifically excludes any analysis of third-party data and any use of the Software for other companies/organizations is prohibited). You are responsible for all acts and omissions in breach of the terms by any such Users and Affiliates and accordingly, You will ensure that all Users and all Affiliates are made aware of the terms and applicable to Your use of Software.

3. We will not provide any additional copies of the Healthcard Plus to you, other than required by the court. You will treat the Healthcard Plus and provided materials as Confidential Information and shall undertake all required activities to ensure that no third party gains any access to the Healthcard Plus or provided materials.

4. You will not (i) copy, translate, or otherwise modify or produce derivative works of all or parts of the Healthcard Plus, it being understood that You will be entitled to copy the Documentation and materials accompanying the Healthcard Plus as is reasonably required for Your internal purposes; (ii) use the Healthcard Plus in breach of applicable laws or for any illegal activities, including without limitation to transfer data and information which is illegal or in breach of third-party Proprietary Rights; (iii) disassemble, reverse engineer, decompile, place at risk or circumvent the functionalities, performance, and/or the security of the Healthcard Plus; (iv) use all or any part of the Healthcard Plus in order to build a competitive and/or similar product or service; or (v) determine whether the Healthcard Plus is within the scope of any patent.

5. You will be liable to us for any damages incurred due to the unauthorized use of the Healthcard Plus, source code, or other materials provided by Us, including without limitation, any continued use of the Healthcard Plus outside the Subscription Term and any provision of the Healthcard Plus, source code, or other materials to unauthorized third parties.

6. If we found you are misusing the Healthcard Plus, we may conduct an audit, If the audit reveals that You have used the Healthcard Plus beyond the scope of Your Subscription, we may immediately terminate the subscription and will impose the penalty as decided by Acssel IPL to you.

7. If you as a customer is uploading any confidential data of your or customer’s, on the Healthcard Plus, you both will be responsible for it. You both or one of you who has uploaded confidential personal details will be sole responsibility and liability for (i) the legality, appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy and quality of Customer Data; (iii) obtaining and maintaining all necessary subscription and consents required to use Customer Data, if any; and (iv) You acknowledge that (i) We will not be held responsible in any way for any Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such Customer Data and/or communications; and (ii) that any Personal Data provided by you in Customer Data has been maintained in compliance with applicable Data Protection Laws.

8. Healthcard Plus software is easy to use, there will be videos and helpline numbers provided customers for learning the mobile application. There is customer support helpline and customer support mail id for customer queries and escalation matrix. To ensure full use of the Support Services, You are advised to update and maintain Your Subscription to the latest Major Release.

4. SCOPE OF HEALTHCARD PLUS:

1. Acssel IPL has created a Mobile application and web software called as Healthcard Plus. The main objective of the Healthcard Plus is to deliver the Healthcare facility like Home delivery of Pharmacy/Medicine, Home collection of Pathology samples and online Consultations to customers from vendors.

2. Customers or you will be people in general population, who will using the Mobile applications (Android and I Phone app) to order the pharmacy, Lab Tests and online consultations while Vendors will be using Web software or Mobile application to deliver it.

3. Customers will be downloading the Healthcard Plus Mobile applications (Android and I Phone app), and signing up in it. Customer will be providing his/her basic details like Name, Gender, Age, Mobile number, address etc. on basis of which an account in Healthcard Plus will be created by customer. Signing up and creating account and providing confidential personal information by the customer completely voluntary process. Otherwise, you can also register the customer in your software and customer can sign up with those details.

4. Healthcard Plus will only provide orders to the vendors, Acssel IPL will reach people to use this mobile application, which in turn creates orders, these orders will be forwarded to Vendors like Pharmacies, Lab centers & doctors. It will be duty of vendors to deliver or return the pharmacy, Collect Lab test samples and report it, and do online consultation. Acssel IPL will collect the online payments for customer orders and offline payment like cash will be collected by vendors only.

5. you acknowledge that Acssel IPL or Healthcard Plus provides only a platform for the services and collect the payment for such paid services for and on behalf of the vendors that is Pharmacy Owners, Lab centre Owners and doctor or any healthcare organisations providing such services. You acknowledge and confirm that Healthcard Plus shall not be liable for the delivery of any wrong or expired medicine, wrong or false Lab test reports or treatment provided by doctors. Hence Acssel IPL or Healthcard Plus should not be treated as the health care provider on account of such collection of the payments or for provision of such paid services, for any reason what so ever.

6. Our mobile application may allow you to select vendor, like pharmacy or Lab center or doctors, but ultimately, it’s your responsibility for choosing your own vendor or Doctor. In case of doctors, we only provide you with lists and/or profile previews of doctors and health care providers, but we do not recommend or endorse any doctors or health care providers. Hence we do not bear any liability to you in terms of any misfortune happened due to your selection of doctor in future. Online consultation are provided as per availability of doctors, so it may re-schedule or cancel, in case of cancellation your order invoice will be refunded to you.

7. It is mandatory to Pharmacy Vendors to check the prescription of the patient before delivering the pharmacy to the customer, prescription should be given by Registered medical practitioner only. It should valid and legal date, and also should clearly mention the name of medicine both brand and generic names, its drug content, dose, duration frequency and route. For High-risk medications, further consents may also be required, which should be obtained from patients by vendors. Before delivering the medicines. Vendor should verify the prescription, if any confusion, vendor should check the original prescription before delivering the medicines or he has authority to cancel the delivery. Vendor can provide a substitute medicine only if you accept the substitute, making sure that substitute also have same composition as prescribed medicine. Vendor should deliver the Pharmacy/medicine within 30 minutes of the order. Order should be delivered with correct medicine, in correct quantity as prescribed by the doctor and ordered by the customer. Vendor should also check the expiry date and batch number before delivering the pharmacy.

8. Return orders should also be collected immediately as on scheduled time by the Acssel IPL or customer. It is responsibility of vendor to collect pharmacy and check if its quality for return and check its eligibility for refunds.

9. Customer or you acknowledge and confirm that Healthcard Plus or vendor shall not be liable for the any adverse or side effect of delivered medication taken in prescribed quantity or higher, medicines should be taken in prescribed dose and quantity at prescribed time. For any Misuse of these delivered medicines Healthcard Plus or vendor will be not be responsible.

10. It will be mandatory to Lab Vendors to check the prescription of Registered Medical practitioner before collecting a Lab tests, For special lab tests, further consents may also be required, which should be provided by patients before getting sample collected. Few Lab tests can be collected and performed without prescription of Registered Medical practitioner. Healthcard Plus shall not be liable for the any false reporting, issues in testing, and its clinical correlations. For any Misuse of these lab test reports Healthcard Plus will not be held responsible. Customer should correctly enter his Name, Age, date of birth, address, mobile number, e-mail id, Basic History, Specific History before ordering a lab test. In lack of medical history of patients, many tests cannot provide correct results. In these situations, Healthcard plus or vendors will not be responsible for any discrepancy of test results.

11. It is mandatory for Lab Vendors should collect lab samples through trained Phlebotomist (Blood/Urine/Stool) as scheduled by Acssel IPL or customer. Vendor should check if they are collecting samples by correct method, correct samples in correct quantity. Lab test reporting will also be done by Lab vendors; it will be their responsibility to test report correctly. If any case sample is misplaced, lost, or inadequate they will collect samples again and provide report to patient. If retesting is required that also will be done by Lab vendors.

12. Healthcard Plus does not recommend or endorse any diagnostic test/packages, Your sample collection will typically be done on the chosen date and time. If not, you can always reschedule to another available date and available time slot. Sometimes, sample collection may take longer due to bad weather, political disruptions, government orders and other unforeseen circumstances. In such cases, we will proactively reach out to you. Report will be generated within 24 – 48 hours and a soft copy will be sent to you for the same from by vendor or on app under Lab reports. Certain tests/culture tests take time, so your report will be sent when your test results are out and after we receive it. You hereby agree to the delay that may be caused in providing the reports. Healthcard Plus do not claim any legal or social responsibility of test results and always take medical advice from a qualified medical and health care professional. correlate test results clinically.

13. Customer or you acknowledge and confirm that, Healthcard Plus shall not be liable for the any false reporting, issues in testing, and its clinical correlations. For any Misuse of these lab test reports Healthcard Plus will not be held responsible. Customer should correctly enter his Name, Age, date of birth, address, mobile number, e-mail id, Basic History, Specific History before ordering a lab test. In lack of medical history of patients, many tests cannot provide correct results. In these situations, Healthcard plus or vendors will not be responsible for any discrepancy of test results.

14. Customers can tract delivery team while delivering and colleting the return pharmacy, and can use same application for online consultations.

15. In case of return pharmacy, after return collection, if confirmed by vendor and eligible for Refunds will be managed and paid by the Acssel IPL. Refunds in lab test and online consultation can be done on request of customer and vendor, if selected service is not provided by the vendor or customer is not happy with the service and Acssel IPL administration accepts for the refund. Customer and vendor both acknowledge that Acssel IPL holds all rights in this situation to accept or reject the refunds.

5. FEES AND PAYMENT OF THE ORDER AND SUBSCRIPTION:

1. All customers who orders any service or purchase through Healthcard Plus, depending on the purchased item or service will be charged a order charges, The payable amount for the order is called as Order Invoice.

2. Order invoice is payable to Acssel IPL by the customer as Pre-Paid through UPI, Credit or Debit Card, Neft or RTGS payments (payment to be done before delivery or service of order) or Post-Paid through Cash or UPI (payment to be done after delivery or service of order)

3. Order invoice include order charges and applicable taxes like GST.

4. Customer can pay the order invoice by Cash on Deliver or through Payment Gateway (Third party application) via Banking method like UPI, Credit or Debit Card, Neft or RTGS payments. In Post paid method also UPI payments are available.

5. In Post-Paid type is customer is paying Cash, will be collected by Vendor, rest all banking payment will be transacted in Acssel IPL.

6. Payment done for the are non-refundable, non-transferrable, in case there is return of the Pharmacy purchased, and returns are eligible for refund, then refunds can be provided. Also if some customer is not happy with services provided, management can decide to provide refunds to the customer. Refunds will be provided by Acssel IPL.

7. All subscriptions for customers can only be purchased from Acssel IPL directly though google play store or I Phone app service, in case if you have purchased from any third party or through other means, Acssel IPL will not be responsible for it.

8. Acssel IPL hold the right to accept or refuse the Subscriptions request of Healthcard Plus Subscriptions of any subscriber.

9. Subscription fees are inclusive of subscription of Software copy charges, AMC charges, Maintenance charges, Service charges, Support charges and shared Server Charges. Any major or minor release charges will also be included in subscription fees.

10. As of now subscription is free to the customers, in future if any Subscription fees is added , if any will be mentioned on google play store or I Phone app service.

11. If your subscription is or become payable, you need to pay the subscription fees regularly as per your subscription term. After the activation of the subscription, we will raise the invoice of the Subscription Fees subsequently on Monthly, Quarterly or annually basis as per Subscription term selected by the subscriber, in 5 days advance before you active subscription ends. You have to complete the full payment before renewal date, All payments are due in advance, full payment without deduction or set-off on the date of Subscription. We must receive your full payment within 5 days after the date of renewal. Without prejudice to any other rights We may have, if We have not received full payment for any overdue invoices, We will end the subscription on 6 th day after the renewal date, In case you want to restart the subscription, you will have to again pay and subscribe the subscription on our app. The Subscription Fees if paid or payable are non-refundable, non-transferrable and do not include Taxes, so additional taxes like GST will be charged on the bills. This Section shall not apply to Taxes based on Our income. Acssel IPL hold the right to adjust or increase the Subscription Fees time to time, But it will be with effect from Your next Renewal Term. When We increase the Subscription Fees, such increase shall not exceed 40% every year.

6. DELIVERY / SUBSCRIPTION ACTIVATION:

1. The day subscription is created and or paid, will be considered as date of subscription Activation or subscription delivery. Your subscription term will be effective from this date.

2. In respect of new Releases, delivery shall be deemed completed on the date. We make the applicable new Release available to You by automatically.

7. TERM OF THE TERMINATION:

1. If in case any Customer, after the subscription, edits and changes the personal details with wrong information or provide false details, Acssel IPL holds all rights, Without prejudice to any other rights or remedies to terminate subscription immediately, If you update your details again with correct details, Acssel IPL may reactivate your subscription or keep terminated. In such Terminations cases there will be no refund of your paid subscription fees, if you have paid subscription fees.

2. Otherwise, Your Subscription continues for the Subscription Term stated in the Subscription. Thereafter, your subscription if payable, will automatically/manually renewed for successive periods of your specified Subscription Term (each a “Renewal Term”). Your Subscription will remain active and your login details will remain active till the period for which you have paid the Subscription fees.

3. You can terminate the subscription by cancelling, deleting, logging out or signing out of the Subscription or by cancelling the autopay or by not paying the subscription fees before the renewal Date.

4. If you cancel, delete, log out or sign out the Subscription anytime during the active subscription, still your Subscription will remain active for the paid subscription period. There will be no refund for not using subscription for this period if it was paid.

5. If your subscription is payable, and you cancel the autopay or do not pay the subscription and We do not receive subscription payment for any overdue invoices, We will end the subscription on 6 th day after the renewal date, In case you want to restart the subscription, you will have to again subscribe the subscription on our website.

6. Without prejudice to any other rights or remedies to which We may be entitled to terminate, an Order, Subscription without any refund and liability to the other at any time with immediate effect upon written notice if:

1. The subscriber Is in material breach of any of its obligations under these Terms and conditions or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or

2. If Acssel IPL files a Voluntarily petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

7. On termination of Your Subscription for any reason, You shall cease use of the Software and copies thereof and, at Your choice,

• Delete all details of the software including Login and Password, from all of Your equipment and storage media and certify to Us in writing that you have done so;

• Return these hardware you have received from us.

8. DISCOUNT TO THE CUSTOMERS:

1. Discounts on Healthcard Plus will be exclusively managed by the Acssel IPL. Acssel IPL will provide discounts to the customers in Pharmacy cost, Lab test cost and doctors’ consultations, services which are provided by the Healthcard App. All venders will be accepting those discounts without any prejudice.

2. These discounts will be changed time to time by Acssel IPL. Details on discount during the current period will be mentioned separately on separate document.

9. INTELLECTUAL PROPERTY RIGHTS:

1. All programs, source code, object code, architecture, design, framework, standard product features, technical documentation, Software, apps, websites, system logins, manuals, literatures and any intellectual property such as patentable inventions / patents, Trademarks / logos, Copyrights, etc. created by Acssel IPL shall be proprietary rights of the Acssel IPL and subscriber shall not have ever any kind of rights on it.

2. Acssel IPL is providing only a non-exclusive, non-transferable, revocable right to use the software solely for its internal business operations and those of its affiliated centres, subject to the terms and conditions of subscription.

3. Any software enhancements or generic product improvements developed by Acssel IPL shall remain the intellectual property of Acssel IPL only.

4. subscriber authorizes Acssel IPL to identify subscriber as its customer and to use subscriber’s name and logo for customer reference purposes on its website, presentations, marketing materials and customer lists.

10. INTELLECTUAL PROPERTY INDEMNITY:

1. In the event of if you face any Infringement Claim, We shall, at Our sole option and expense, (i) modify the infringing Software so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Software with non-infringing software; or (iii) procure a subscription to enable You to legally continue using the Software

2. If We do not provide You above option, We may, at Our sole discretion, terminate Your Order for the affected Software with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and either take back the infringing Software to the extent possible or require You to remove or delete it.

3. We shall only be liable for any Infringement Claim provided You:

1. Provide Us with prompt written notice of the Infringement Claim;

2. Do not enter into any settlement of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights;

3. Permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim;

4. Provide Us with reasonable information and assistance for the Infringement Claim; and

5. Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim.

4. We shall not be liable to You for Infringement Claims where the infringement is caused by:

1. Unauthorized changes You have made or that have been made on Your behalf to the Software or output thereof;

2.  Your use of the Software or output thereof outside the scope of the these Terms and conditions, Your Subscription, the applicable Order or the materials accompanying the Software.

11. LIMITATION OF LIABILITY:

1. Our aggregate liability to you for or in respect of any loss or damage suffered by you under or in connection with these Terms and conditions (whether due to breach of contract, tort (including negligence) or otherwise) shall be limited to the total amount of subscription fees payable in the last subscription preceding the date of the event for which the liability arises.

2. To the maximum extent permitted by applicable law, in no event will we be liable for special, consequential, incidental, or other indirect damages, including, but not limited to, loss of profits, anticipated savings, business opportunity, goodwill, loss of revenue, or costs of procurement of substitute goods or services arising out of these Terms and conditions, however caused and under any theory of liability (including contract, tort, negligence or otherwise), even if we have been advised of the possibility of such damages.

3. We both acknowledge that the fees are based in part on the limitations in this section.

4. The limitations in this section shall not apply to our IP indemnification obligations. liability for death or personal injury caused by our negligence or that of our officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

5. You acknowledge and agree that you shall be responsible for producing back-ups of your data.

12. LIMITED WARRANTIES:

1. Acssel IPL acknowledges that subscriber shall be storing highly confidential and sensitive patient

information and clinical records. Therefore, Acssel IPL shall:

• Maintain high security controls.

• Ensure secure hosting infrastructure.

• Maintain access controls and audit logs.

• Protect all patient information from unauthorized access.

• Maintain complete confidentiality of data.

Acssel IPL shall be responsible for any security lapse, negligence or data breach attributable to its systems, infrastructure, personnel or processes. Acssel IPL shall immediately notify subscriber of any suspected or actual security incident.

2. Subject to limitations in this Section, We warrant that the Software and any Releases shall substantially perform as specified in the Documentation during the Subscription Term, when used in accordance with the terms of the subscriptions. Support Services will be rendered with due care, skill and ability, and in accordance with recognized standard of good practice. You acknowledge and are aware that, in accordance with the current state of technology, the Software can never be fully error-free, or operate entirely without interruption.

3. We particularly do not warrant

1. Against problems caused by Your use of the Software with any third-party software, misuse, improper testing, unauthorized attempts to repair, modifications or customizations to the Software by You or any other cause beyond the range of the intended use of the Software;

2. Against any Malware, data breaches and data losses which could not have been avoided by adequate, state-of-the art security in accordance with Our then-current security practices; or

3. That the Software will achieve Your intended results, nor that the Software have been developed to meet Your individual requirements.

4. You agree that Your purchase of the Software is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments, statements or representations We made regarding future functionality or features.

13. CONFIDENTIALITY:

1. Each party retains all rights in its Confidential Information. Both parties undertake to treat as confidential all of the other party’s Confidential Information acquired before and in connection with performance of the terms and to use such Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the terms. Any reproduction of Confidential Information of the other party shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other party, each party: (a) shall take all those steps the receiving party takes to protect its own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than those Representatives whose access is necessary to enable it to perform the Agreement and who are obliged to maintain confidentiality to a similar extent as provided herein. Each party will be responsible for its Representatives’ compliance with the provisions of this Section. The parties each shall have the right to provide the Authorized Reseller with this Terms.

2. A party which becomes aware of a suspected or actual breach of confidentiality, misuse or unauthorized dissemination relating to the other party’s Confidential Information shall inform the other party in writing without undue delay.

3. these Terms and conditions shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (c) has become generally available to the public without a contractual breach by the receiving party; (d) at the time of disclosure, was known to the receiving party free of restriction; (e) the disclosing party has agreed in writing to be free of such restrictions; or (f) has to be disclosed pursuant to statutory law or court, administrative or governmental order. In such event, the receiving party shall inform the disclosing party of the applicable provision or order without undue delay, to the extent legally possible, in order to enable the disclosing party to seek legal protection or otherwise prevent or limit disclosure of the Confidential Information.

4. Upon request, the receiving party shall destroy or return to the disclosing party all materials containing any of the Confidential Information and any copies or derivatives prepared therefrom. However, this obligation to return or destroy Confidential Information shall not apply to copies of electronically-exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the receiving party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall remain subject to the confidentiality obligations under these Terms and conditions.

5. The obligations in this Section shall, with respect to each disclosure of Confidential Information, apply for a period of 5 (five) years from its first disclosure, provided, however, that trade secrets shall be protected until they are no longer trade secrets under applicable law.

14. FEEDBACK:

1. You may, at Your sole discretion, provide Your input regarding the Software, products, services, business or technology plans, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Software, products and/or services, or input as to whether You believe Our development direction is consistent with Your own business and IT needs (collectively “Feedback”). We shall be entitled to use Feedback for any purpose without notice, restriction or remuneration of any kind to You and/or Your Representatives.

2. You acknowledge that any information that We may disclose to You related to the Software, Our other products, services, business or technology plans, under an Order or otherwise, is only intended as a discussion of possible strategies, developments, and functionalities of Our products or services and is not intended to be binding on Us regarding any particular course of business, product strategy, and/or development.

15. FORCE MAJEURE:

1. Neither party shall be in breach of its obligations under these terms (other than payment obligations) or incur any liability to the other party for any delay or failure to perform its obligations hereunder if and to the extent such delay or non-performance is caused by a Force Majeure Event. The party affected by the Force Majeure Event shall: (i) promptly inform the other party of such delay or non-performance; (ii) use commercially reasonable efforts to avoid or remove the underlying cause of the delay or non-performance; and (iii) resume performance hereunder as soon as reasonably practical following the removal of the Force Majeure Event.

2. If at any time during the subsistence of this subscription the said software are subjected to Force majeure or corrupted or hacked or server damaged or thereof is rendered unfit for use by reason of any acts like In case of natural disasters like flood, tsunami, earthquake or human created disasters & conditions like war, curfew, Lockdown, Riots, pandemic, epidemic, any emergency (Force majeure event), where it won’t be possible for the subscriber to use it, the subscriber will not be obliged to pay the subscription fees to the Acssel IPL. Subscriber will notify the Acssel IPL by letter or mail about occurrence of such event within 30 Days of start and at end of force majeure.

16. NOTICES:

Notices, consents demand or other communication required or permitted to be given or made under these Terms and conditions shall be in writing and delivered personally or sent by registered post A/D, or by reputed local courier addressed to the intended recipient at its/ their address set forth below, or to such other address as a Party may, from time to time duly, notify to the other parties.

If to Acssel IPL

Address: 1006, Ambience Court, Sector 19A, Vashi, Navi Mumbai, Maharashtra, India, Pin – 400 703

Attention: Dr. Milind Bhise E Mail: admin@acssel.com

If to the Subscriber

Address: As mentioned on Subscription Login Page

Attention: Name of Subscriber E-mail: As on Subscription Login Page

Any such notice, consent, demand or communication to Acssel IPL shall be deemed to have been duly served if given personally, on delivery thereof to the address of the recipient with acknowledgment of receipt, or if given by registered post A/D, 3 (three) days after posting the same by registered post or if sent by local courier, the next working day after the same has been delivered to the courier, in case of facsimile transmissions, a copy of the notice, consent, demand or communication shall be followed by personal delivery or sent by registered post A/D, as aforesaid. Acssel IPL can send notice by mail only.

17. DISPUTES & JURISDICTION:

1. In the event of dispute whatsoever arising between the parties in any way connected with the interpretation or implementation of any term of this document, or in any way connected with the use or inability to use the software, the same shall be referred to the sole arbitration or a person to be appointed by Acssel IPL, and the decision of the arbitrator will be final and binding on all parties. The arbitration proceedings shall always be held in the Mumbai, Republic of India. All disputes whatsoever that may arise shall be governed and construed in accordance with the laws prevailing in the Republic of India.

2. By entering into these Terms and conditions and agreeing to arbitration, you agree that you and Acssel IPL are each waiving the right to file a lawsuit and the right to a trial by jury in jurisdiction of courts in Mumbai India only. in addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. you agree that you have expressly and knowingly waived these rights. 

18. ENTIRE AGREEMENT AND SEVERABILITY:

These Terms of Use represents the complete and exclusive understanding between You and Acssel IPL regarding Your purchase/subscription and use of the Software, and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. If any provision of these Terms of Use is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of these Terms of Use, which shall remain valid and enforceable.

---- End of the Terms and conditions ---

Please read these Terms and conditions for software and Mobile App subscription (“subscription”) for subscription of Healthcard Plus, carefully before subscribing and using the software and Mobile App. By using the software and Mobile App, you are agreeing to be bound by all of the following terms included in the terms. If you are accessing the software electronically, signify your agreement to be bound by all of these terms by clicking the “agree” button.