Terms of Service

AGREEMENT

THIS AGREEMENT IS ENTERED BY AND BETWEEN PATHONE HEALTHCARE AND EDUCATION LLP (‘FIRM”) AND CONTENT PROVIDER

The Firm and Content Provider are collectively referred to as the “Parties” and individually as “Party”.

IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

The Content Provider is the absolute owner of the copyright in the content uploaded by him/her on the website (“Content”). The Content Provider assigns to the Firm on the date of the accepting the terms and conditions of this Agreement (“Effective Date”) the whole of the copyright in the Content and rights in the nature of the copyrights and with all reservations and extensions thereof and together with the right to publish the Content in the original form and republish the Content with any modifications therein or additions thereto and together in any form/manner absolutely for the Term (as defined hereinbelow).The Firm acknowledges and agrees that on termination of the Term of the Agreement, the Content Provider is the sole legal and beneficial owner of the Content and is exclusively entitled to use and deal with the Content as the rightful owner.

The Firm, in consideration thereof, shall pay the Content Provider a sum as per the provisions illustrated and subject to the variables described on the Firm’s website. The decision as to the amount shall be of the Firm and shall be final and binding. The amount accrued on sales, shall be paid on or before 10^th of each month provided that the purchase of the Content was on or before 30^th of the previous month. Any change in the payment details shall be informed in writing with notice of at least two weeks prior to next scheduled payment, as may be applicable.

The term of the assignment of the copyright in the Content shall be for five years from Effective Date as provided under the applicable law (“Term”). The territorial extent of the assignment of the copyright in the Content shall extend worldwide.

Pursuant to such assignment on the Effective Date, the Firm shall have the exclusive right to do or to authorize the doing of any of the acts permissible under the applicable law in respect of the Content or any substantial part thereof. The Firm is entitled to deal with the Content in any manner as an owner during the Term of the Agreement. The rights assigned to the Firm shall not lapse if the Firm does not exercise the rights assigned thereto under this Agreement within a period of one year from Effective Date.

The Content Provider shall provide the Content as per the rules, regulations, requirements and guidelines available on the Firm’s website (“Regulations”). The Content Provider agrees that he/she will always adhere to and comply with the Regulations. On the receipt of the Content as per the Regulations, the Firm shall review the Content. The Content Provider acknowledges and agrees that the Content Provider shall be responsible for the errors including and not limited to technical errors, false information, grammatical errors in the Content. The Content Provider acknowledges and agrees that the Firm is entitled to edit, modify and/or alter the Content at the sole discretion without any material alterations to the form and without any notice to the Content Provider as may be required from time to time. The editing of the Content shall be including and not limited to addition of advertisements, information on sponsorship, publicity campaigns.

The Content Provider shall submit to the Firm for its approval all elements of the Content including and not limited to material, layouts, slogans, website artworks, graphics and photography. The Firm reserves its right to decline or reject the Content of the Content Provider at its sole discretion.

The Content Provider is entitled to remove the Content with prior written notice of fifteen days. On receipt of the request for removal of the Content, the Firm shall remove the Content from its website and pay the requisite amounts due to the Content Provider at the end of the financial year. The Firm’s decision on the amount payable to the Content Provider is final and binding on the Content Provider.

The Content Provider acknowledges and agrees that the Firm is the sole legal and beneficial owner of the Content and is exclusively entitled to use the Content as the rightful owner during the Term. The Content Provider shall at no point of time challenge or otherwise investigate the ownership or usage of the Content by the Firm during the Term. The Firm shall have absolute right to deal with the Content.

The Firm is entitled to (i) use, reproduce, duplicate the Content in any material form including storing of it in any medium by electronic means, (ii) publish, distribute or market the Content, (iii) issue copies of the Content to the public, (iv) communicate the Content to the public, (v) make any film or sound recording in respect of the Content, (vi) make translation of the Content, (vii) adaptation of the Content, (viii) sell or commercial rent or offer for same or offer for commercial rental any copy of the Content, (ix) make a copy of the Content including a photograph of any image forming part thereof, (x) add subtitles, transcripts, watermarks and translations to the Content, (xi) publish reviews of the Content as provided by the viewers of the Content.

The Content Provider is not permitted to do any act which the exclusive right is conferred upon the owner of the Content i.e. the Firm under the applicable law during the Term. The Content Provider is not entitled to use, reproduce, duplicate the Content for any purpose including and not limited to commercial/non-commercial patient education and practice. The Content Provider shall not transfer, rent, sub-license or otherwise distribute all or any part of the Content. The Content or copies of the Content cannot be resold or used in any material/form by the Content Provider.

The Content Provider warrants to the Firm that (a) the Content is an original work (b) the Content is created for and on behalf of the Firm exclusively (c) does not infringe the intellectual property rights of any third party and does not contain any defamatory and/or legally objectionable material, (d) the Firm is the exclusive owner and author of the copyright in the Content and the Content Provider has not assigned the copyright in or given license to use the copyright to any third party or encumbered the same or done anything so as to prevent him/her from assigning the said rights, (e) the Content does not contain any defamatory or legally objectional material (f) that the Content Provider shall do and execute any other act and document if required to confer full and absolute copyright in the Content in the Firm as may be necessary (g) the Content Provider has the right to assign the copyright.

The Content Provider acknowledges and agrees that he/she is responsible for the views and opinions in the Content. The Content Provider are solely responsible for the Content that is uploaded, posted, transmitted or otherwise made available on the Firm’s website. The Content shall not be unlawful, harmful, fraudulent, misleading, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or other objectionable. The Content shall not infringe any patent, licensing, trademark, trade secret, copyright or other intellectual property or proprietary rights of any party. The Content must not contain software virus or any other computer code, files, programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment. The Content shall not intentionally or unintentionally violate any applicable law.

The Firm is entitled to edit, modify, remove and/or alter the Content as may be required from time to time. The editing of the Content shall be including and not limited to addition of advertisements, addition of material, information on sponsorship, publicity campaigns. The Content Provider shall provide full co-operation to any change required in the Content at no additional/extra compensation.

The Firm is entitled to include subtitles, translations and/or transcripts of the Content in any language and shall be responsible for the accuracy of the same. The transcripts of the Content may be available for download and the Content Provider shall not be entitled to any further amount on the fee charged thereof. The Firm is entitled to convert the Content into series of videos, lectures along with similar content. The Firm is entitled to edit and use portions of the Content. The Content Provider shall provide full co-operation to any change required in the Content at no additional/extra compensation.

The Content Provider shall obtain consent/approvals from third parties, if any, for creation of the Content by entering into an agreement. The Content Provider shall be responsible to obtain such consent/approval from such third parties if required during editing/modification/alteration of the Content. The Content Provider shall indemnify the Firm against all demands, claims, suits, losses, liabilities, damages, costs and expenses which may be made or brought against the Firm by such third party.

Under no circumstances is the Firm liable in any way for the Content including and not limited to errors or omissions in the Content or loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available on the website.

The Content Provider agrees and acknowledge that the Content shall not be uploaded or circulated by the Content Provider or his/her assigns on any other website/platform/social media. Failure to do so, the Content Provider shall forfeit all payments. The Content Provider is permitted to promote the Content with a url/weblink of the Content on the Firm’s website.

The Firm is entitled to use the name of the Content Provider in its marketing material or other oral, electronic, written promotions, online platforms, social media etc. The choice of the Content to promote and design the manner of the marketing activities is at the sole discretion of the Firm. The Firm shall carry out activities to market the Content on its website at its costs. Any additional fee, if imposed on the Content Provider for the Content, for expenses of marketing activities will be informed in writing to the Content Provider. The Firm shall provide the marketing campaigns, pamphlets to the Content Provider who can carry out his/her own promotional activities on social media at the cost of the Content Provider.

If the Content Provider proposes to bring out any revisions or editions to the Content, the Content Provider shall provide in writing to the Firm to review the Content. The Firm may or may not choose to comply with the Content Provider’s request. The Firm shall be entitled to purchase the revised/modified Content and thereafter, the Content shall be assigned to the Firm on the same terms and conditions of this Agreement. If the Firm does not purchase the revised/modified Content, the Parties shall enter into a license agreement whereby the Firm will be entitled to a free non – exclusive license for five years. The Content Provider shall ensure that any assignment of the revised/modified Content shall not affect the free non-exclusive license of the Firm.

The Content shall not be available for downloads for the users. The Content Provider acknowledge and agrees that if the Content is downloaded by illegal means included and not limited to hacking, screen recording in any manner including video recording from phones and misused or uploaded on other sites, platforms, the Firm shall not be responsible for any damages or loss caused to the Content Provider. The Content Provider shall promptly report to the Firm in writing of any actual or suspected violation of terms of this Agreement and will take all reasonable further steps to prevent, control or remedy any such violation. The Content Provider shall co-operate with the Firm and provide support to the Firm as may be required by the Firm.

The Content will be subject to review by the public/viewers of the Content. The Content Provider acknowledges that the Firm shall not be liable for the views, opinions and/or comments of the viewers of the Content. Further, the Firm shall not be held responsible, in particular, for any untoward, offensive or derogatory views expressed by the viewers of the Content. The Content Provider may inform the Firm of any offensive or derogatory comment and the Firm may review and take the appropriate action at its sole discretion including to remove such comment or review.

The Content Provider acknowledges that it shall be impossible to measure in terms of money the damage to the Firm if there is a failure to comply with any of the restrictions or obligations herein imposed, and further agrees that the Firm shall not have an adequate remedy at law and the Firm shall suffer irreparable harm by such failure. The Content Provider shall indemnify the Firm against all demands, claims, suits, losses, liabilities, damages, costs and expenses which may be made or brought against the Firm or which the Firm may suffer or incur as a result of or arising from any breach, deemed breach by the Content Provider of its obligations under this Agreement. It is therefore agreed that the Firm, in addition to any other rights or remedies which it has, shall be entitled to immediate injunctive relief to enforce any such restrictions, obligations or provisions of this Agreement and that in the event any action or proceeding is brought in equity to enforce the same, the Content Provider will not urge, as a defense, that there is an adequate remedy at law.

The Firm and the Content Provider agree that in the event the Firm is successful in enforcing the obligations of the Content Provider under this Agreement, it shall also be entitled to an award of its expenses incurred in enforcing the Agreement, including reasonable attorney’s fees.

All notices required hereunder shall be given in writing or delivered to the parties on the email address known to the parties.

Should any part of this Agreement be held invalid or unenforceable for any reason, such holding will not affect the remaining parts, which will continue in full force and effect.

None of the terms of this Agreement will be deemed waived or amended by either Party hereto unless such waiver or amendment is executed in writing by duly authorized agent or representative of each of the Parties hereto. The failure of either Party hereto to exercise any right hereunder will not waive or amend any right of such Party hereto under this Agreement or otherwise.

The Parties hereto unequivocally and expressly agree that any disputes or differences arising out of or in relation to this Agreement, including the interpretation thereof, shall be subject to the exclusive jurisdiction of the courts of Pune (Maharashtra, India) only.

The obligations created by the Parties hereto in this Agreement shall survive the expiry of the termination of this Agreement for a period of seven years from the date of receipt of the Content.

The Firm may at any time revise the terms of this Agreement by updating these terms and by providing notice to the Content Provider of that change.

BY CLICKING ON THE “I AGREE” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DISAGREE” BUTTON AND LEAVE THE WEBSITE.