TERMS OF SERVICE
Thank you for your interest in Waferchips Techno Solutions Pvt Ltd. (“Waferchips”,”Biocalculus”, “we,” “us,” or “our”), our online platform made available through www.mybiocalculus.com. (“Biocalculus: An ambulatory Cardiac Monitor”), and our related websites, networks, applications, and services (collectively, the “Service”). These Terms of Service (the “Terms”) are an agreement between you and Waferchips governing your access to and use of the Service. For purposes of these Terms, the terms “Provider,” “you” and “your” refer to the entity, company, or organization entering into these Terms. If any individual is entering into these Terms on behalf of the Provider, such individual hereby represents and warrants that he/she has the authority to bind the Provider to these Terms and agrees to be bound by these Terms on behalf of the Provider.
BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING THE SERVICE, PROVIDER ACKNOWLEDGES AND AGREES THAT PROVIDER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. PLEASE NOTE THAT WAFERCHIPS DOES NOT PROVIDE PROFESSIONAL MEDICAL, DIAGNOSIS OR TREATMENT ADVICE, AND THAT NO INFORMATION, DATA OR FINDINGS INCLUDED IN A REPORT SHALL BE CONSIDERED AS SUCH. THERE IS NO EXPRESS OR IMPLIED PHYSICIAN-PATIENT RELATIONSHIP BETWEEN PROVIDER (OR ANY PROVIDER PERSONNEL) AND WAFERCHIPS, OR BETWEEN PROVIDER’S PATIENTS AND WAFERCHIPS, ITS EMPLOYEES OR CONSULTANTS.
a. “Authorized User” means any Provider Personnel authorized by Provider to access or use the Service.
b. “Monitoring” means biocalculus cardiac monitoring services using waferchips cardiac monitoring devices.
c. “Provider Personnel” means Provider’s employees (including physicians, nurses, and medical staff), consultants, contractors and agents.
d. “Report” means a report of preliminary findings based on data collected by an biocalculus cardiac monitoring device while such device is worn by a patient during Monitoring.
2. ACCESS TO THE SERVICE
Subject to Provider’s compliance with these Terms, waferchips hereby grants Provider and its Authorized Users a limited, non-exclusive, non-transferable right to access and use the Service solely in connection with providing clinical care to Provider’s patients.
3. BIOCALCULUS ACCOUNTS
Provider will be able to create user accounts on the Service for its Authorized Users. Provider shall maintain, and shall ensure that its Authorized Users maintain, the confidentiality of all such user accounts. Provider shall provide, or shall ensure that its Authorized Users provide, all information required by Waferchips in connection with creating a user account. Provider agrees that such information is and will be kept true, correct, current and complete at all times. Provider is responsible for all activities that occur under the user accounts of Authorized Users.
5. PATIENT PRIVACY AND PROTECTED HEALTH INFORMATION
Waferchips and Provider (including Provider Personnel) shall follow all state and regional, territorial, national and local privacy laws regulations and rules by any government, agency or authority that are applicable to the use and disclosure of patient information as between Provider (including Provider Personnel) and waferchips. Waferchips and Provider acknowledge that disclosures of protected health information from Provider to waferchips hereunder are disclosures.
6. INTELLECTUAL PROPERTY, OWNERSHIP & RESTRICTIONS
These Terms do not, and shall not be deemed to, transfer any intellectual property rights from waferchips to Provider or any Provider Personnel. As between Provider and waferchips, Waferchips owns all right, title and interest in and to: (i) the Reports and the related design elements; and (ii) the Service, all elements thereof, and all content made available thereon. Reports and Symptom Information may be used by Provider and Provider Personnel solely for the purpose of providing clinical care to the patient to whom they correspond. Use of Reports or Symptom Information for any other purpose, including, but not limited to clinical research studies or trials is not authorized. Except for the limited right to use Symptom Information, Reports and the Service in accordance with these Terms, nothing in these Terms is intended to grant any rights to Provider under any intellectual property rights owned or controlled by waferchips, and waferchips hereby reserves any and all rights (including intellectual property rights) not expressly granted under these Terms.
7. PROVIDER PROHIBITED ACTIVITIES
Provider shall not, and shall ensure that Provider Personnel shall not:
a. use the Service, Symptom Information or any Reports for any illegal purpose or in violation of any local, state, national, or international law, including without limitation, laws governing protected health information, data protection, and privacy;
b. violate, or encourage others to violate, any right of a third party;
c. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, forging a signature, misrepresenting the source of Data, or falsifying any personal or patient information;
d. allow any Provider Personnel to access the Service other than through that particular personnel’s user account; or
e. use Symptom Information, Reports, or the Service in connection with clinical research studies or trials
8. TERM AND TERMINATION
These Terms will be effective until terminated in accordance with this Section 8. These Terms shall immediately terminate upon termination or expiration of all Separate Agreements (defined below). In addition, Provider and waferchips may each terminate these Terms for any reason by providing written notice to the other party; provided, however, that waferchips may terminate these Terms immediately without notice if Provider (including any Provider Personnel) violates any provision of these Terms.
9. EFFECT OF TERMINATION
Upon termination or expiration of these Terms:
(i) all of waferchips’s obligations under these Terms will immediately cease;
(ii) Provider and Provider Personnel will no longer be authorized to access or use the Service; and
(iii) any Separate Agreements (defined below) then in effect and Sections 7, 10, 12, 13, and 18 will survive.
10. MODIFICATION OF THE SERVICES
Waferchips reserves the right to modify or discontinue the Service (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to Provider. Waferchips will have no liability for any change to the Service.
Provider will defend and indemnify waferchips and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in connection with: (i) Waferchips’s use, in accordance with these Terms, of any Data; (ii) Provider’s use of, or misuse of, any Reports, Symptom Information, and/or the Service; (iii) Provider’s gross negligence, bad faith or willful misconduct; (iv) Provider’s (including any Provider Personnel’s) violation of any portion of these Terms, or any applicable law or regulation; (v) the violation of any third party right (including any intellectual property right) by Provider or any Provider Personnel in connection with the use of the Service; or (vi) any dispute or issue between Provider (including any Provider Personnel) and any third party. waferchips reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Provider (without limiting Provider’s indemnification obligations with respect to that matter), and in that case, Provider agrees to cooperate with our defense of those claims.
12. DISCLAIMERS AND LIMITATION OF LIABILITY
EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, NEITHER WAFERCHIPS NOR PROVIDER SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING LOSS OF REVENUE OR BUSINESS), UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SERVICE, THE REPORTS, AND SYMPTOM INFORMATION ARE PROVIDED “ASIS” AND ON AN “AS AVAILABLE” BASIS. WAFERCHIPS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF OR ANY INFORMATION OR CONTENT OFFERED THROUGH THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WAFERCHIPS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT WAFERCHIPS IS NOT PROVIDING A DIAGNOSIS. WAFERCHIPS FURTHER DISCLAIMS ALL WARRANTIES WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED, REGARDING THE COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY CONTENT OR INFORMATION OFFERED THROUGH THE SERVICE INCLUDING ANY SYMPTOM INFORMATION OR REPORTS. PROVIDER AGREES THAT UNDER NO CIRCUMSTANCES WILL ANY SYMPTOM INFORMATION, DATA, OR ANY FINDING PROVIDED BY WAFERCHIPS CONTAINED IN A REPORT BE DIRECTLY USED AS EITHER A DIAGNOSIS OR MEDICAL ADVICE. PROVIDER ACKNOWLEDGES THAT WAFERCHIPS DOES NOT CONTROL AND IS UNDER NO OBLIGATION TO MONITOR OR VERIFY ANY SYMPTOM INFORMATION. PROVIDER AGREES THAT NEITHER WAFERCHIPS NOR ANY OTHER PARTY IS OR WILL BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DECISION MADE OR ANY ACTION TAKEN OR NOT TAKEN DUE TO USE OR RELIANCE ON ANY INFORMATION OBTAINED FROM WAFERCHIPS. IN NO EVENT SHALL WAFERCHIPS AGGREGATE LIABILITY UNDER THESE TERMS EXCEEDS RUPEES 1000.EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, NEITHER WAFERCHIPS NOR PROVIDER SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR LIABILITIES OF ANY KIND (INCLUDING LOSS OF REVENUE OR BUSINESS), UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SERVICE, THE REPORTS, AND SYMPTOM INFORMATION ARE PROVIDED “ASIS” AND ON AN “AS AVAILABLE” BASIS. WAFERCHIPS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF OR ANY INFORMATION OR CONTENT OFFERED THROUGH THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WAFERCHIPS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT WAFERCHIPS IS NOT PROVIDING A DIAGNOSIS. WAFERCHIPS FURTHER DISCLAIMS ALL WARRANTIES WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED, REGARDING THE COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY CONTENT OR INFORMATION OFFERED THROUGH THE SERVICE INCLUDING ANY SYMPTOM INFORMATION OR REPORTS. PROVIDER AGREES THAT UNDER NO CIRCUMSTANCES WILL ANY SYMPTOM INFORMATION, DATA, OR ANY FINDING PROVIDED BY WAFERCHIPS CONTAINED IN A REPORT BE DIRECTLY USED AS EITHER A DIAGNOSIS OR MEDICAL ADVICE. PROVIDER ACKNOWLEDGES THAT WAFERCHIPS DOES NOT CONTROL AND IS UNDER NO OBLIGATION TO MONITOR OR VERIFY ANY SYMPTOM INFORMATION. PROVIDER AGREES THAT NEITHER WAFERCHIPS NOR ANY OTHER PARTY IS OR WILL BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DECISION MADE OR ANY ACTION TAKEN OR NOT TAKEN DUE TO USE OR RELIANCE ON ANY INFORMATION OBTAINED FROM WAFERCHIPS. IN NO EVENT SHALL WAFERCHIPS AGGREGATE LIABILITY UNDER THESE TERMS EXCEEDS RUPEES 1000.
The relationship between waferchips and Provider is that of independent contractors. Except for assignment to a successor in interest by way of sale of all or substantially all of a party’s business or assets, merger or otherwise, neither Provider nor waferchips may assign these Terms without prior written consent of the other. These Terms will be governed by the laws of the state of Kerala. Provider and waferchips each submit to the exclusive jurisdiction as Judicial magistrate court, Kollam, Kerala. The failure to require performance of any provision of these Terms will not affect waferchips’s right to require performance at any other time after that, nor will a waiver by waferchips of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
14. MODIFICATION OF THESE TERMS
Waferchips reserves the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Provider’s rights or obligations, Provider may be required to accept the modified Terms in order to continue to access and use the Service. Modifications requiring acceptance are effective upon Provider’s acceptance of the modified Terms. All other modifications are effective upon publication. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
15. ADDITIONAL TERMS
Access to and use of the Service by Provider and any Authorized Users is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service, and any related agreements between Provider and waferchips (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. In the event of a conflict between any Additional Terms and These Terms, the Additional Terms shall take precedence. If Provider and waferchips are parties to any separate agreement governing the provision of services to Provider, including, but not limited to any Direct Bill Terms of Service, Client Bill Terms of Service, or Monitoring Services Agreement (“Separate Agreement”), then in the event of any conflict between the terms of such Separate Agreement and these terms, such Separate Agreement shall govern.
16. ELECTRONIC COMMUNICATIONS
By using the Service, and subject to any applicable law or regulation relevant to electronic communications you may receive certain electronic communications from us as further
17. CONTACT INFORMATION
Wafechips Techno Solutions Pvt Ltd is located at 2nd Floor, Ashtamudi Tower, Technopark, Kollam – 691501. Provider may contact waferchips by sending correspondence to that address or by emailing waferchips at firstname.lastname@example.org. A copy of these Terms can be accessed by clicking here.
19. INTERNATIONAL USE
Access to and use of the Service from countries or territories or by individuals where such access and use is illegal is prohibited.