End User License Agreement

IMPORTANT – READ CAREFULLY: This End User License Agreement ("Agreement") is a legal contract between You (either an individual or the legal entity on whose behalf you are acting, e.g., a Hospital or Clinic) ("Customer" or "Licensee") and Saince Inc. ("Company" or "Licensor").

BY CLICKING "I AGREE", ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SOFTWARE.

1. GRANT OF LICENSE

1.1 Limited License: Subject to the terms of this Agreement and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Company’s clinical documentation software ("Software") solely for Customer’s internal healthcare operations.

1.2 SaaS Delivery: The Software is provided as a Service (SaaS). Customer acknowledges that it is not obtaining any right, title, or interest in the Software’s source code or object code.

2. HIPAA AND PROTECTED HEALTH INFORMATION (PHI)

2.1 Business Associate Agreement (BAA): The parties acknowledge that the use of the Software involves the creation, maintenance, and transmission of Protected Health Information (PHI) as defined by HIPAA. This Agreement is subject to the Business Associate Agreement (BAA) executed between the parties. In the event of a conflict between this EULA and the BAA regarding PHI privacy or security, the BAA shall control.

2.2 Customer Responsibility: Customer is solely responsible for obtaining all necessary patient consents and authorizations required by HIPAA and applicable state laws for the entry of patient data into the Software.

3. MEDICAL DISCLAIMER

3.1 NO MEDICAL ADVICE: THE SOFTWARE IS A CLINICAL DOCUMENTATION AND ADMINISTRATIVE TOOL. IT IS NOT A DIAGNOSTIC DEVICE AND DOES NOT PRACTICE MEDICINE. COMPANY DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

3.2 PROFESSIONAL JUDGMENT: THE SOFTWARE MAY USE ARTIFICIAL INTELLIGENCE (AI) TO SUGGEST CODES, DIAGNOSES, OR DOCUMENTATION IMPROVEMENTS. CUSTOMER ACKNOWLEDGES THAT THESE SUGGESTIONS ARE AUTOMATED AND MAY CONTAIN ERRORS. CUSTOMER AND ITS LICENSED CLINICIANS ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL DOCUMENTATION AND FOR ALL PATIENT CARE DECISIONS. COMPANY DISCLAIMS ALL LIABILITY FOR MEDICAL OUTCOMES.

4. PROPRIETARY RIGHTS AND DATA USAGE

4.1 Ownership: Company retains all rights, title, and interest in the Software, including all AI algorithms, machine learning models, and intellectual property.

4.2 AI Training Rights: Customer grants Company a perpetual, worldwide, royalty-free license to use De-Identified Data (data stripped of 18 HIPAA identifiers) derived from Customer’s use of the Software for the purpose of training, tuning, and improving Company’s AI and machine learning models, benchmarking, and analytics.

5. DISCLAIMER OF WARRANTIES (UCC WAIVER)

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM VIRUSES.

6. LIMITATION OF LIABILITY

6.1 EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

6.2 LIABILITY CAP: COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

7. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless Company and its officers, directors, and employees from and against any claims, liabilities, damages, judgments, and expenses (including legal fees) arising out of:

  1. Medical Malpractice: Any claim alleging negligence or malpractice in the provision of medical care to a patient by Customer or its staff, regardless of whether the Software was used in such care;
  2. Misuse: Customer’s unauthorized use or misuse of the Software;
  3. Data Rights: Any claim that data input by Customer violates the rights of a third party or applicable law.
8. TERM AND TERMINATION

8.1 Termination for Breach: Company may terminate this Agreement immediately upon written notice if Customer materially breaches any provision of this Agreement.

8.2 Effect of Termination: Upon termination, all licenses granted herein immediately expire. Customer must cease all use of the Software.

9. GENERAL PROVISIONS

9.1 Governing Law: This Agreement shall be governed by the laws of the State of Georgia (or), without regard to its conflict of laws principles.

9.2 Dispute Resolution: Any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be. CLASS ACTION WAIVER: THE PARTIES AGREE TO BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9.3 U.S. Government End Users: The Software is a "Commercial Item" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation."

×

End User License Agreement License Agreement

IMPORTANT – READ CAREFULLY: This End User License Agreement ("Agreement") is a legal agreement between You (either an individual or a single legal entity) ("User" or "You") and Saince HealthTech Pvt. Ltd. ("Company," "We," or "Us") for the software product, including any associated media, printed materials, and online or electronic documentation (collectively, the "Software").

BY CLICKING "I AGREE," INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

1. GRANT OF LICENSE

Subject to Your compliance with this Agreement and payment of any applicable fees, Company grants You a revocable, non-exclusive, non-transferable, limited license to access and use the Software solely for Your internal business purposes in accordance with the Documentation. This license is not a sale of the Software.

2. DATA PROTECTION AND AI RIGHTS (DPDP ACT COMPLIANCE)

2.1 Data Fiduciary and Processor Roles: You acknowledge that under the Digital Personal Data Protection Act, 2023 (DPDP Act), You act as the Data Fiduciary with respect to any Patient Personal Data You input into the Software, and Company acts as a Data Processor acting on Your instructions. You warrant that You have obtained all necessary Consents from Data Principals (patients) to share their data with Us for the purposes of providing the Service.

3. MEDICAL DISCLAIMER (CRITICAL LIABILITY SHIELD)

3.1 No Medical Advice: THE SOFTWARE IS A CLINICAL DOCUMENTATION AND DECISION SUPPORT TOOL ONLY. IT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION.

3.2 Professional Judgment: You acknowledge that the Software is not a substitute for professional medical advice, diagnosis, or treatment. You are solely responsible for verifying the accuracy of any output generated by the Software (including AI-generated suggestions) and for applying Your professional judgment in patient care. Company expressly disclaims all liability for any medical outcomes resulting from Your reliance on the Software.

4. RESTRICTIONS ON USE

You shall not, and shall not permit any third party to: (a) Reverse engineer, decompile, or disassemble the Software (except to the extent applicable Indian law prohibits such restriction); (b) Use the Software to provide services to third parties (e.g., service bureau usage) without Company's prior written consent; (c) Attempt to probe, scan, or test the vulnerability of the Software or breach any security or authentication measures.

5. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company and its officers, directors, and employees from and against any claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of: (a) Your use of the Software in violation of this Agreement or applicable law; (b) Any claim that Data provided by You infringes the rights of a third party or violates the DPDP Act; (c) Any medical malpractice or professional liability claim arising from Your use of the Software in patient care.

6. LIMITATION OF LIABILITY

6.1 Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Cap on Liability: TO THE FULLEST EXTENT PERMITTED BY INDIAN LAW (INCLUDING THE CONSUMER PROTECTION ACT, 2019), COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 Exclusion of Consequential Damages: IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. TERMINATION

7.1 Termination for Breach: Company may terminate this Agreement immediately without notice if You fail to comply with any term of this Agreement.

7.2 Suspension for Non-Payment: Company reserves the right to suspend Your access to the Software immediately if any payment due is not received by the due date. You agree that Company shall not be liable for any damages (including patient care disruptions) resulting from such suspension.

8. DATA USAGE

8.1 Consent for Anonymization: You hereby grant Company a worldwide, perpetual, irrevocable, royalty-free license to: (a) Aggregate, de-identify, and Anonymize any Customer Data or Personal Data input into the System; and (b) Use such Anonymized Data (which is no longer Personal Data under the DPDP Act) for any lawful purpose, including but not limited to: (i) Training Artificial Intelligence (AI) and Machine Learning (ML) models; (ii) Product improvement, benchmarking, and analytics; and (iii) Developing new features or services.

8.2 Ownership of AI Models: You acknowledge and agree that Company shall own all right, title, and interest in and to any AI/ML models, algorithms, or statistical insights derived from the Anonymized Data. You shall have no claim of ownership or royalty rights in such derivative works.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

9.2 Arbitration: Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Hyderabad, India. The tribunal shall consist of a sole arbitrator appointed by Company. The language of arbitration shall be English.

9.3 Jurisdiction: Subject to the arbitration clause, the courts in Hyderabad shall have exclusive jurisdiction.

10. GRIEVANCE REDRESSAL (DPDP & IT ACT MANDATE)

In accordance with the Information Technology Act, 2000 and the DPDP Act, 2023, the name and contact details of the Grievance Officer are provided below:


We will endeavor to resolve any grievances within the timelines prescribed by applicable law.