Introduction
The following terms and conditions govern all use of the website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by St Philomena’s Hospital. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, St Philomena’s Hospital’s Privacy Policy) and procedures that may be published from time to time by St Philomena’s Hospital (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by St Philomena’s Hospital, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Content
Our Website may contain text, data, information, software, graphics, photos, sounds, videos, and other material (collectively,”Content”). The Content may be owned by us or by third parties. Except as expressly provided in these Terms, no part of the Website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded into a retrieval system or otherwise transmitted to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without our prior express written consent.
You may view Content on the Website for your own personal, non-commercial use. If you are a website owner, you may also view and display the Content on your own website, provided that (i) the website does not contain any pornographic, hate-oriented, defamatory, infringing or illegal material; (ii) the website does not contain advertisements for any goods or services other than St Philomena’s Hospital’s products (unless you have a written agreement with us permitting such advertisements); and (iii) you agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to revoke the above license at any time for any reason.
Accounts
In order to access some features of the Website , you will have to create an account. You are responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify St Philomena’s Hospital immediately of any unauthorized use of your account or password , or any other breach of security. You may be held liable for losses incurred by St Philomena’s Hospital or any other user of or visitor to the Website due to someone else using your password or account as a result of your failure to keep that information secure and confidential.
The account owner is solely responsible for the activity that occurs on their account, and must keep their password secure. Should you suspect or become aware of any unauthorized use of your password or account, you agree to notify St Philomena’s Hospital immediately.
Proprietary Rights
You acknowledge and agree that the Website and any necessary software used in connection with the Website (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except to the extent that a separate click-on agreement applies to a particular piece of Software, subject to your compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, limited license to use the Website and Software.
User Content
Our Website may enable you to post content such as comments, photos and other materials. You may not post content that is defamatory, abusive, obscene, threatening or an invasion of privacy. We have no obligation to monitor user content but we reserve the right to remove any content at our discretion .
Third Party Content and Sites
Our Website may enable you to access other websites or content owned by third parties. We are not responsible for the availability of any other website or content linked to the Website and we do not endorse it. We are also not responsible for any content, advertising, products or other materials on or available from such sites or content. You agree that we will not be liable for any loss or damage that you may incur as a result of your dealings with such third party.
Termination
We reserve the right to terminate your access to the Website at any time, with or without cause, with or without notice. We reserve the right to change, suspend or discontinue all or any aspect of the Website at any time, with or without notice .
Disclaimer of Warranties
The Website and all content, information, software and other materials on or accessible through the Website are provided “as is” and “as available” without warranty of any kind. St Philomena’s Hospital does not warrant that the functions contained in the Website will be uninterrupted or error-free, that defects will be corrected , or that the Website are free of viruses or other harmful components. St Philomena’s Hospital disclaims any and all warranties, whether express, implied or statutory including, but not limited to , the implied warranties of merchantability and fitness for a particular purpose. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
Limitation of Liability
In no event shall St Philomena’s Hospital be liable for any indirect, incidental, special, exemplary or consequential damages, or damages for loss of profits, revenue, data or use , incurred by you or any third party in connection with the Website or these Terms and Conditions, regardless of whether such damages are based on warranty, contract , tort (including negligence), or any other legal theory, and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you .
Indemnification
You agree to indemnify, hold harmless and defend St Philomena’s Hospital , its officers, directors, employees, agents and third party content providers from and against any claims, actions or demands , including without limitation reasonable legal fees , arising from: ( i) your use of the Website or breach of this Agreement ; ( ii) your user content; or (iii ) your violation of any law or the rights of a third party .
Governing Law and Dispute Resolution
This Agreement is governed by and must be construed in accordance with the laws of India without giving effect to the principles of conflicts of law. If a dispute arises out of or relating to this Agreement, either party may bring an action solely in the courts located in Bengaluru, India, and both parties expressly waive any right to a jury trial .
Changes to this Agreement
We may revise these Terms and Conditions from time to time by updating this posting. You should check the Website periodically for changes. By using the Website after we post any changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to the revised Terms and Conditions, please do not continue to use the Website.
Assignment
These Terms and Conditions are binding upon each party hereto and their respective successors and permitted assigns. You may not assign or transfer any rights or obligations under this Agreement without our prior written consent .
Relationship of the Parties
Nothing contained in this Agreement shall be construed as creating any agency, partnership , joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties.
Waiver
No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Severability
If any term of this Agreement is invalid, illegal or unenforceable in any jurisdiction , such term shall , to that extentonly, be deemed not to form part of this Agreement in that jurisdiction and the remaining terms shall remain in full force and effect as if such invalid , illegal or unenforceable term had never been included .
Entire Agreement
These Terms and Conditions, the Privacy Policy and any other documents expressly referred to in them represent the entire agreement between us in relation to the subject matter of this Agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
Notices
Except as explicitly stated otherwise, any notices shall be given by email to contact@stphilomenashospital.com (in the case of St Philomena’s Hospital) or to the email address you provide to St Philomena’s Hospital during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by registered mail or posting notices on this Website. In such event, notice shall be deemed given three days after the date of mailing of registered mail or posting of notice on this Website.
No Third Party Beneficiaries
Except as set forth in the Privacy Policy, there are no third party beneficiaries to this Agreement.
Contracting Entity
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with these terms and conditions, you may not use the Website .
Survival
The provisions of Sections 2 ( Website Content), 4 (User Conduct), 5 (Intellectual Property Rights), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification ), 10 (Termination) and 12 (Changes to this Agreement ) shall survive any termination or expiration of this Agreement.
Governing Law & Venue
This Agreement will be governed by the laws of India without regard to principles of conflicts of law . Any dispute arising out of or relating to this Agreement, the services provided by St Philomena’s Hospital or the Website will be subject to the exclusive jurisdiction of the courts located in Bengaluru, India.
Amendments to this Agreement
We reserve the right, at our sole discretion, to modify or replace any of these Terms and Conditions , or change , suspend , discontinue the Service (including without limitation, the availability of any feature, database, or Content) at any time by posting a notice on our Website or by sending you an email. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
Assignment
You may not assign this Agreement without prior written consent from St Philomena’s Hospital . St Philomena’s Hospital may assign this Agreement at any time without notice or consent.
Waiver
No failure to exercise and no delay in exercising any right , remedy, power or privilege arising from this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right , remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other such right , remedy, power or privilege.
Severability
If any term , clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction , the invalidity of such term , clause or provision shall not affect the validity of the remaining terms, clauses and provisions of this Agreement which shall remain in full force and effect.
Integration
This Agreement constitutes your entire agreement with St Philomena’s Hospital regarding your use of the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written between you and St Philomena’s Hospital with respect to the Service .
No Partnership
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between us.
Notices
Except as explicit in this Agreement or as may be otherwise stated on the Website, notices to St Philomena’s Hospital must be sent by postal mail to:
St Philomena’s Hospital Technologies Pvt Ltd. No. 2, 180 Feet Ring Road, BTM 1st Stage Near Water Tank, Bengaluru – 560068 India Attention:
Legal department
Notices to you will be sent to the email address that you provide to St Philomena’s Hospital during the registration process, or such other email address as you may later provide to us. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to St Philomena’s Hospital during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
Relationship of the Parties
Nothing contained in this Agreement shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.
Third-Party Beneficiaries
Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
Force Majeure
St Philomena’s Hospital will not be liable for any loss or damage arising from its failure to perform any of its obligations under this Agreement where such failure results from any cause beyond its reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation.
Waiver of Class Action Rights
BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
GOVERNING LAW; JURISDICTION
- This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of India without regard to its conflict of laws rules.
- The exclusive jurisdiction for any claim arising out of or relating to this Agreement or your use of the Service shall be in the courts located in Bengaluru , India , and you hereby irrevocably submit to the personal jurisdiction in such courts.
Arbitration
- If any controversy, allegation or claim arises out of or relates to this Agreement, or the breach thereof (“Dispute”), then either party shall promptly notify the other party of the Dispute in writing and request that the Dispute be resolved by informal negotiation between representatives of each party, which negotiation shall commence upon receipt of such notice. To the fullest extent permitted by applicable law, all Disputes shall be resolved by binding arbitration in accordance with this Arbitration Agreement and the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, including without limitation any waiver of class arbitration rights as provided in the AAA Rules. Notwithstanding anything to the contrary, any Dispute relating to any patent, copyright, trade secret or trademark shall not be subject to arbitration as set forth herein and instead shall be brought exclusively in the state or federal courts located in Bengaluru , India .
- If the parties are unable to resolve a Dispute through informal negotiation, the Dispute (except for any Dispute relating to any patent, copyright, trade secret or trademark) shall be finally and exclusively resolved by binding arbitration.
- The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall such demand for arbitration be made after one year from the date of occurrence.
- The arbitration will be held in Bengaluru , India .
- The arbitrator(s) will have exclusive authority to resolve any Dispute, including, without limitation, any claim that all or any part of this Agreement is void or voidable. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
- Except as otherwise provided in this Agreement, (i) you and St Philomena’s Hospital will pay for respective attorneys’, experts’ and witnesses’ fees and your share of arbitration costs; and (ii) awards of damages by the arbitrator(s) may include attorneys’, experts’ and witnesses’ fees, and reasonable costs for claims brought in bad faith as determined by the arbitrator(s).
- Unless you and St Philomena’s Hospital agree otherwise, any arbitration hearings will take place on an individual basis; class actions or class arbitrations are not permitted. You agree that, by entering into this Agreement, you and St Philomena’s Hospital are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of this Agreement.
1) Notwithstanding anything in this Arbitration Agreement to the contrary, the following shall not be subject to arbitration: (i) any Dispute relating to any patent, copyright, trade secret or trademark of a party; (ii) any Dispute seeking injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents; and/or (iii) any claim for damages arising out of or related to allegations of copyright infringement.
2) Governing Law; Venue . This Agreement shall be governed by and construed in accordance with the substantive laws of India, without regard to any conflict of laws principles. Notwithstanding anything to the contrary in this Agreement, any Dispute relating to any patent, copyright, trade secret or trademark shall not be subject to arbitration as set forth herein and instead shall be brought exclusively in the state or federal courts located in Bengaluru , India
3) Class Action Waiver . Notwithstanding anything to the contrary in this Agreement, by entering into this Agreement you and St Philomena’s Hospital agree that any arbitration or court proceeding will be conducted solely on an individual basis and not in a class , consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and St Philomena’s Hospital each waive any right to a jury trial. You and St Philomena’s Hospital also agree that you or we may bring suit in court to enjoin infringement or other misuse of our intellectual property rights.
4) Severability . If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.
5) Integration . This Agreement constitutes the entire agreement between you and St Philomena’s Hospital with respect to your use of the Software and Documentation, and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
6) Waiver . No failure by either party to exercise or enforce any right or provision of this Agreement shall constitute a waiver of such right or provision.
7) Assignment . You may not assign this Agreement, or any of your rights or obligations hereunder, without the prior written consent of St Philomena’s Hospital. Any purported assignment by you in violation of the foregoing shall be null and void and without effect. St Philomena’s Hospital may assign this Agreement to any successor in interest (by way of merger, acquisition or otherwise).