These Terms and Conditions (“Terms”) govern the use of www.medlern.com (“Website”) and the mobile application Medlern (“App”) (the Website and App are collectively referred to as “Platform”, which term includes all content, software, services, and products available on the Platform). The Platform is owned and operated by MedLern Private Limited., and its affiliates, including MedLern Private Limited (collectively referred to as “MedLern”, “we”, “us”, or “our”). These Terms include MedLern’s privacy policy, available at www.medlern.in/privacy (“Privacy Policy”) and any guidelines, additional terms, policies, or disclaimers made available by or issued by MedLern from time to time.

A person, entity, or organization (“Customer”) must enter into a separate written agreement with MedLern to access the Platform (“Customer Agreement”). The Platform is only available for use by Customers and users designated by such Customers (“End Users”).

As an End User, you represent that (a) you are entering into these Terms on behalf of the Customer, (b) your account on the Platform is for and held in the name of the Customer (and not any individual), (c) the Customer has full legal capacity and is in good standing in the jurisdiction in which it is formed, and (d) you have full legal capacity and authority to bind yourself and the Customer to these Terms. The terms “you” and “User” hereafter refer to both, the Customer and the End User, as the context reasonably requires.

By using the Platform, you agree that you have read and understood, and to be bound by these Terms as amended from time to time, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Platform or any features or content made available on or through the Platform.

PLATFORM

• The Platform provides users a complete learning and skill development platform with access to medical and healthcare content.
• Unless stated otherwise, all the content available on the Platform, including Third Party Content, text, images, videos, user interfaces, trademarks, logos, applications, designs, layouts, arrangements, or other information available on the Platform (“Content”) is owned by MedLern or its licensors, and is protected by applicable laws. “Third Party Content” means the content, documents, and information owned by a third party and available on the Platform.
• Your access to the Platform is subject to the payment by the Customer of fees for the subscription plan detailed in and in accordance with the terms of the Customer Agreement and amendments thereto (“Subscription Plan”).

Use of the Platform

To access the Platform, the Customer shall create and operate an account on the Platform (“Customer Account”). The Customer Account shall be operated by one or more individuals who are appointed as administrators of the Customer Account (“Administrators”). The Customer shall have the right to appoint new Administrators, or change the details of the existing Administrators, through the Customer Account.

The Administrators shall have the right to create accounts for End Users (“User Accounts”). The Administrator hereby agrees and warrants that:

• the number of User Accounts shall not exceed the maximum limit available under the Subscription Plan;
• the User Account shall only be accessed by employees, consultants, and advisors of the Customer;
• it shall ensure that the End Users comply with these Terms.

The Customer shall be responsible for maintaining the confidentiality of the Customer Account and User Accounts, including user names and passwords for such accounts.

The Customer hereby agrees that it shall be responsible for all activities that occur on or through the Customer Account and User Accounts, including all activities that occur under any Administrator or user that is granted access by the Customer to the Customer Account or a User Account, as the case may be.

MedLern shall have the right to cancel, without prior notice, the Customer Account and User Accounts, and restrict any access to such accounts, if it discovers or suspects that the Customer Account or one or more User Accounts are being accessed by third parties.

CERTIFICATES

You may be entitled to, subject to terms and conditions of providers of Third Party Content, certificates upon the successful completion of course material that may be provided under the Subscription Plan (“Certificates”). The Certificates shall be freely transferable and accessible to you at all points of time. As a Customer, you hereby agree and warrant that you have no objection to the grant of Certificates to End Users, and any subsequent access or transfer by End Users of their Certificates.

LICENCE

• MedLern grants you a revocable, non-exclusive, non-transferable, limited, single-server licence during the Term to use the Platform for your personal, non-commercial, educational and informational purposes only. The license is granted for the period as may be specified in the Customer Agreement.
• We license the use of the App to you on the basis of these Terms and subject to any additional rules or policies applied by the Google Android application store or the Apple Store  from whose sites, located at https://play.google.com/store/appsor https://www.apple.com/legal/internet-services/itunes/ww/ respectively (“Appstore”), the App is downloaded (“Appstore Rules”).
• You understand that this licence is non-transferable and is not sub-licensable and does not include the right of resale, assignment or any other rights not expressly granted by MedLern these Terms. No licence or right is hereby granted by implication.
• MedLern retains all right, title and interest in and to the Platform and any derivative works thereof.
• Except for the licence set forth in this Clause 3, the Terms do not transfer any intellectual property to you, and all rights, title and interest in and to such intellectual property, including, without limitation, the Platform, will remain solely with MedLern, except for any third party intellectual property.
• The MedLern trademarks and logos, and all other trademarks, service marks, graphics and logos used in connection with MedLern or the Platform are trademarks of MedLern or MedLern’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Platform or Content may be the trademarks of other third parties. Use of the Platform does not grant you any right or licence to reproduce or otherwise use any MedLern or third-party trademarks.
• You agree and warrant that you shall not reproduce any content available on the Platform in any manner without the prior express written consent of MedLern.

RESTRICTIONS

You shall not use the Platform in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may not:

• infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
• except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works, rent, or license any Content, the Platform or any portion thereof, or any other products or services offered by MedLern under these Terms;
• use any robot, spider, other automated device, or manual process to monitor or copy any Content other than copying or exporting as permitted by the Terms;
• make any back-up or archival copies of the Platform, the Content, or any part thereof;
• engage in the systematic retrieval of Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without our prior written permission;
• re-license, sub-license, rent or lease the rights to use or access the Platform or any content available on the Platform;
• use the Platform in (i) any unlawful manner, (ii) for fraudulent or malicious activities, or (iii) in any manner inconsistent with these Terms;
• violate applicable laws in any manner.

THIRD PARTY CONTENT

• The Content made available by MedLern may contain links to Third Party Content. You understand that Third Party Content is the responsibility of the third party that created or provided it and MedLern excludes all warranties and liabilities pertaining to such Third Party Content available on the Platform through such links. You acknowledge that the use of such Third Party Content through such links is solely at your own risk.
• All intellectual property rights in and to Third Party Content are the property of the respective third parties.
• MedLern does not control, endorse, sponsor, or adopt any third parties referenced on the Platform, and makes no representations or warranties of any kind regarding such Third Party Content, including, without limitation, its accuracy or completeness.

DISCLAIMERS

• The Content is intended for use within India only.
• MedLern does not verify the accuracy or suitability of any information contained in any Content. Accordingly, MedLern shall not be liable or responsible in any manner whatsoever for any content contained within any such sources. You acknowledge and agree that your access, use, and reliance upon any Content is solely at your own risk.
• You understand that except for information, products or services clearly identified as being supplied by MedLern, MedLern does not operate, control or endorse any information, products, services, or Content on the Platform in any way.
• You understand and acknowledge that the Content is not exhaustive and will not always be consistent with the recent research in all areas of medicine.
• MedLern does not recommend, endorse, or make any representation about the efficacy, appropriateness or suitability of any specific tests, procedures, treatments, services, opinions, or other information that may be contained on or available through the Platform.
• The Content may contain information, advice, and guidance to help healthcare professionals working in the healthcare sector. While the Content has been provided by healthcare experts, MedLern expressly disclaims any and all warranties with respect to the accuracy, functionality, or results of the Content whether express or implied, including any implied warranty of fitness for a particular purpose, title, or non-infringement.
• The User acknowledges and agrees that MedLern is not in the business of providing any type of professional medical advice whatsoever.
• Users agree and acknowledge that practices alluded to or otherwise described on the  Platform may vary from territory to territory.
• MedLern does not warrant or represent that the Platform will be compatible with any third party hardware or software. It shall your responsibility to ensure compatibility of the Platform prior to use. Additionally, MedLern shall not be held responsible for any actual, incidental or consequential damages that may result from any use or inability to use any third-party peripherals with the Platform.
• You agree that your use of the Platform is at your sole risk. To the extent permitted by the applicable law, the Platform is provided on an “as is” and “as available” basis. To the fullest extent permissible under applicable law, MedLern expressly disclaims all other warranties of any kind, express or implied, with respect to the Platform, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranties that may arise out of course of performance, course of dealing or usage of trade.
• MedLern does not warrant that operation of the Platform will be uninterrupted or error-free or that the functions contained in the platform will meet your requirements.
• You hereby accept full responsibility for any consequences that may arise from your use of the Content and the Platform, and expressly agree and acknowledge that MedLern shall have absolutely no liability with respect to the same.

INTELLECTUAL PROPERTY

• Ownership of the Platform

You acknowledge and agree that MedLern or its licensors, as the case may be, own all intellectual property rights in the Platform and Content. Except as expressly stated herein, these Terms does not grant you any rights to, or in, any intellectual property rights or any other rights or licences in respect of the Platform or the Content.

• In the event the Customer is of the opinion that the Content, or any part thereof, violates any third party rights, it should promptly inform MedLern of such opinion.

LIMITATION OF LIABILITY

• You agree that in no event shall MedLern or its agents, dealers, distributors, resellers, licensors or suppliers be responsible to you or any other party for loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any other direct, indirect, special, incidental or consequential damages arising out of (i) your use or inability to use the Platform and/or (ii) your use of or access to the Platform or the Content, even if MedLern or one of its agents, dealers, distributors, resellers, licensors or suppliers has been advised of the possibility of such damages or of any claim by any other party.
• Notwithstanding anything contained herein, the maximum liability of MedLern shall at all times be limited to the pro rata monies received by it in the three months preceding the date of the claim

INDEMNITY

You agree to indemnify and hold harmless MedLern, its affiliates, its licensors, and their respective directors, officers, members, managers, employees, and agents from and against any and all claims and expenses arising out of the negligent or unlawful use of the Platform, a breach of any provision of these Terms or the terms of the Customer Agreement by you, or any third-party claim to the extent arising from or connected with an allegation that your use of the Platform in accordance with these Terms or the terms of the Customer Agreement infringes the intellectual property rights of a third party.

CONSENT TO USE DATA

• You agree that MedLern may in accordance with its Privacy Policy collect and use your information and  technical data and related information—including but not limited to technical information about your device, system and application software and peripherals—that is gathered periodically to facilitate the provision of Platform updates, product support, and other services to you (if any) related to the license granted under these Terms.
• MedLern reserves the right to utilise metadata (for example: usage statistics, access activity, etc.) in accordance with the Privacy Policy for internal purposes such as marketing, research, pricing, and technical or product development.

SERVICE LEVELS

• Scheduled Maintenance – MedLern reserves, solely at its discretion, the right to make the Platform unavailable for access for up to 1 (one) hour per week for scheduled maintenance and such downtime shall not be counted against any availability guarantees specified in this Clause 11. Scheduled maintenance operations shall be preceded by no less than 24 (twenty-four) hours notification via email to you or posted to the Platform or your profile on the Platform.
• Unexpected Downtime – Beyond the aforementioned scheduled maintenance, MedLern warrants that the Platform shall be available with a minimum of 99.5% software uptime.
• The provisions of this Clause shall not apply to any performance issues (i) caused by factors or circumstances outside of MedLern’s reasonable control; (ii) that result from your equipment or third-party equipment, or both; (iii) that result from internet service providers, telecommunications service providers, or their equipment or services; (iv) caused by the termination of your access to the Platform pursuant to MedLern’s rights under these Terms or the Customer Agreement; or (v) caused by misuse of the Platform, including use of the Platform in breach of these Terms or the Customer Agreement or other than in accordance with instructions MedLern may provide from time to time.

TERMINATION

These Terms and your access to the Platform may be terminated (i) by MedLern providing the Customer with 90 days’ prior written notice, (ii) by the Customer providing MedLern with at least 90 days’ prior written notice, or (iii) by MedLern immediately upon the occurrence of any of the following events:

• a breach by the Customer of its obligations under these Terms. If the breach is curable, MedLern shall provide a 15 days’ period (“Cure Period”) for the Customer to cure the breach; however, if the breach still remains uncured, MedLern may terminate the Terms and access to the Platform immediately;
• expiry of the Subscription Plan;
• inappropriate use of the Platform by the Customer or users authorised by the Customer, as determined by MedLern at its sole discretion; or
• the Customer ceases to function as a going concern or an initiation against the Customer or the issuance of an order against the Customer for voluntary or involuntary bankruptcy or winding up proceedings, suspension of payments, creditors arrangement, attachment of any of its assets, appointment of any trustee, receiver, liquidator, judicial manager, administrator or similar official taking over any assets or such similar proceedings.

Upon the termination hereunder for any reason, the Platform will “time out”, i.e., the Customer shall cease to have any access to the Platform and the Content.

All outstanding payments receivable by MedLern from the Customer, including without limitation payments for any work undertaken pursuant to the Customer’s instructions or any ongoing matters, shall become immediately due and payable on the date of expiration or termination.

Provisions that expressly or are intended to survive termination or expiry of the Terms shall continue to remain in effect post the termination or expiry of the Terms.

MODIFICATION OF SERVICES

MedLern reserves the right at any time to add, modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice or cause. You agree and acknowledge that MedLern shall not be liable to you or to any third party for any such addition, modification, suspension or discontinuation of the Platform.

UPDATES

MedLern reserves the right to provide minor modifications or enhancements, or programme temporary fixes or patches, if any, to the Platform (“Updates”). You agree that the addition of major functions or significant new features to the Platform is not an Update. MedLern shall, in its sole discretion, have the right to determine what constitutes an Update.

CONFIDENTIALITY

You acknowledge that the Platform contains trade secrets and confidential information of MedLern and its licensors. You agree to hold and maintain the Platform in confidence, and not to furnish any other person with a copy of the Platform. You agree to use a reasonable degree of care to protect the confidentiality of the Platform. You further agree not share the Content with any third person. You will not remove or alter any proprietary notices of MedLern and/or its licensors that are on or in the Content or Platform. Your obligations under this section continue even after these Terms or the Customer Agreement have been terminated. Without limiting the generality of the foregoing, you further agree not to publish or otherwise publicly distribute the results of any benchmark tests related to the Platform that are made available to you by MedLern, its licensors, distributors, or resellers.

FORCE MAJEURE

MedLern shall have no liability to you under these Terms or the Customer Agreement if it is prevented from or delayed in performing its obligations or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of MedLern or any other party), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or sub-contractors.

COMPLIANCE

In respect of the use of Platform, you acknowledge and agree that you are aware of applicable laws and regulations governing such use of the Content and/or Platform. You shall be solely responsible to ensure compliance with the various applicable laws.

JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION

These Terms and the terms of the Customer Agreement shall be governed by, and construed and enforced in accordance with, the laws of India. Subject to other provisions hereof, the courts in Bangalore shall have exclusive jurisdiction.

Any controversies, conflicts, disputes, or differences arising out of these Terms or the Customer Agreement shall be resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this section. The tribunal shall consist of 1 (one) arbitrator appointed by MedLern. The language of the arbitration shall be English.

The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.

Each party to the arbitration shall bear its own costs with respect to any dispute.

MISCELLANEOUS PROVISIONS

• Modification – MedLern reserves the right at any time to modify these Terms and to add new or additional terms or conditions on your use of the Platform. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms and your licence shall terminate), will be effective immediately and will be incorporated into these Terms. In the event, you refuse to accept such changes, these Terms and licence will terminate.
• Severability – If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
• Assignment – You shall not distribute, licence, sell, transfer or assign the Platform to others in any manner without the prior written consent of MedLern. MedLern may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. MedLern may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Platform without any prior notice to you.
• Notices – All notices, requests, demands, and determinations for MedLern under these Terms (other than routine operational communications) shall be sent to faus@impelsys.com

Third Party Rights – No third party shall have any rights to enforce any terms contained herein.