Bay Avenue Dental Centre Llc

TERMS & CONDITIONS :

Ntegra provides, and the Subscriber agrees to Services on the terms set out in this document. Services include but are not limited to :

1. Listing of facility & Doctors, their respective profiles, services and contacts.
2. Creating/Updating the Google My Business Profile for the facility & Doctors.
3. Managing & displaying Subscriber facility services, timings of the facilities, Doctors’ time slots.
4. Making available and viewable any or all facility & doctor details on Healthigo & its partner website/s and mobile apps.

Use of Services :

1. Subscriber shall own all content and information pertaining to their facility on Healthigo platform.
2. Subscriber grants to Ntegra a non-exclusive, transferable and sub-licensable right to use, copy, modify, distribute, publish and process the information and content through the Services.
3. Ntegra reserves the right to change, redesign, modify, remove or add any services, add or change content, appearance, functionality or any other aspect of the Healthigo platform and Services.
4. Ntegra reserves the right to refuse acceptance of a Subscriber due to any reason including but not limited to incorrect or inaccurate information.

Responsibilities of Subscriber :

1. Subscriber is responsible for correctness and accuracy of all information on Healthigo and its Services, and for access provided to its authorised users.
2. Subscriber is responsible for submission and updating of all licenses, identification, evidence of qualification and/or right to practice, and any other information required by Ntegra to approve the Subscriber’s use of the Services.
3. Subscriber is responsible for any regulatory permissions or fees arising out of publishing its profiles and data, Doctor profiles and details.
4. Subscriber is responsible to process all appointment bookings received from Healthigo users.

In case of non-compliance with above, Ntegra reserves the right to terminate this agreement with no liability or any other costs on either side.

SERVICES TERMS & CONDITIONS :

Ntegra provides, and the Subscriber agrees to the Services on the terms set out in this document attached. Services include but are not limited to :

1. Listing of facility & Doctors, their respective profiles, services and contacts.
2. Managing & displaying Subscriber facility services, timings of the facilities, doctors’ availability.
3. Facility and Doctor Recommendations, Ratings and Reviews by users.
4. Collecting, booking and transmitting appointment requests from users to Subscriber.
5. Displaying offers and promotions and referring the leads to Subscriber.
6. Displaying the articles submitted by Subscriber’s Doctors and experts.
7. Making available and viewable any or all Subscriber details on Healthigo & its partner website/s and mobile apps.
8. Usage of tools and dashboards that are used for business purposes of Ntegra and Subscriber.

Use of Services :

Upon meeting the subscription criteria and receipt of payment/s by Ntegra, Subscriber will be provided access to the subscribed Services. On receipt of such access to Services, Subscriber accepts from Ntegra a limited, non-exclusive, non-transferable right to access and use the services for the duration of this agreement.

1. Subscriber shall own all content and information pertaining to their facility on Healthigo platform.
2. Subscriber grants to Ntegra a non-exclusive, transferable and sub-licensable right to use, copy, modify, distribute, publish and process the information and content through the Services on Healthigo and its partner website/s and mobile apps.
3. Ntegra reserves the right to change, redesign, modify, remove or add any services, add or change content, appearance, functionality or any other aspect of the Healthigo platform and Services.
4. Ntegra reserves the right to refuse acceptance of a Subscriber due to any reason including but not limited to incorrect or inaccurate information, previous non-payments of any due fees.

Subscription & Lead Fees :

1. Subscriber access to Services is subject to payment of subscription fees.
2. All subscription, or pay-per use fees are exclusive of all taxes, levies, or duties as applicable from time to time, and the subscriber shall be responsible for all such payment. Any aforementioned fees are subject to change by providing 30-day’s notice to Subscriber.
3. Subscription Fees – Annual subscription payable in advance through Credit Card / Bank Transfer / Cheque.

Responsibilities of Subscriber :

1. Subscriber is responsible for correctness and accuracy of all information on Healthigo and its Services, and for access provided to its authorized users.
2. Subscriber is responsible for submission and updating of all licenses, identification, evidence of qualification and/or right to practice, and any other information required by Ntegra to approve the Subscriber’s use of the Services.
3. Subscriber is responsible for any regulatory permissions or fees arising out of publishing its profiles and data, Doctor profiles and details, offers or deals and advertisements.
4. Subscriber is responsible to process all appointment bookings received from Healthigo users.

Confidentiality and Privacy :

Both Ntegra and Subscriber undertake to treat the Confidential Information, Trade Secrets as being strictly private to each party and shall not divulge, disclose or communicate either orally or in writing, in part or in whole, to any third party or use or exploit for any purpose, other than for the limited purpose for which it is conveyed, except with the prior written consent of each other.

"Confidential Information" and "Trade Secrets" means any and all non-public information of any form, including but not limited to Intellectual Property, Data, Copyright Material and Software Programs and Processes, provided by or on behalf of to each other or to their representatives during the validity of this agreement.

Disclaimer, Indemnity and Limitation of Liability :

Ntegra will make every reasonable effort to ensure the Services perform as expected for each function, Subscriber data is available on all Ntegra and its partner / affiliate websites and mobile apps, and the functions of Healthigo platform perform to enable regular business processes.

Subscriber agrees to indemnify, defend, and hold Ntegra and its affiliates, directors, officers, employees, agents, partners and affiliates harmless from and against any liabilities, losses, damages or costs, including attorneys’ fees, resulting from any claim, action, dispute, or demand related to the use of the Services and for violation of any of the provisions of this Agreement, or from the Subscriber’s placement, transmission or use of any materials or content on Ntegra’s servers.

To the extent permitted hereunder, and related to the Services. Ntegra and its affiliates and partners shall not be responsible to the Subscriber or any other party for any direct, indirect, arbitration award, special, consequential or punitive damages, for any loss of data, opportunities, reputation, revenues or profits.

In no event shall any arbitration award or liability of Ntegra and its partners and affiliates exceed an amount totaling to the subscription fees paid by Subscriber for the last twelve (12) months prior to a claim. This limitation of liability applies to all claims including but not limited to those mentioned above.

Dispute Resolution and Arbitration :

Any dispute, differences or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between Ntegra and Subscriber (jointly referred to as Parties), and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first instance be attempted to be resolved amicably by conciliation, and if not resolved by conciliation shall be finally decided by reference to arbitration. The Parties shall mutually appoint a sole arbitrator. If the Parties fail to mutually appoint a sole arbitrator, then each of the Party shall appoint one arbitrator and a third arbitrator shall be appointed by mutual agreement of the first two arbitrators so appointed by the Parties.

The venue of such Arbitration shall be Dubai, UAE and language of Arbitration shall be English. The arbitrators shall make a reasoned award (the “Award”) and such award shall be final and binding on the Parties, subject to the provisions in this agreement.

Agreement Validity :

This Agreement shall commence on the Effective Date (15 days from date of signing this Agreement) and shall continue until terminated as provided herein and shall be valid for a period of 1 (One) calendar year. Module subscriptions if applicable are renewable at the end of the active subscription period and the subscriber would need to pay for the renewed period of 12 calendar months.

If the Subscriber chooses not to continue the Services subscription beyond the active subscription period, they may do so by issuing a notice in writing to Ntegra 30 days prior to expiry of subscription period.

Cancellation of Subscription and Other Fees :

First 6 months of subscription is mandatory to enable effective usage of the platform. Thereafter the subscriber may cancel any applicable subscription to any of the subscribed modules by giving a notice of 30 days in writing. However, in case of subscription prior to expiry of the subscription period, no refund will be payable by Ntegra to Subscriber. Any balance in the wallet will be refunded in full within a period of 30 days from the date of expiry of the subscription.

Entire Agreement :

This Agreement is between Ntegra and Subscriber and supersedes all prior discussions or understandings, whether written or oral, and neither Party shall be bound by any conditions, definitions or representations other than as expressly provided for herein in writing and signed by the proper and duly authorized representatives of the Subscriber.

Modifications :

This Agreement may be amended only in writing forming an Addendum that specifically refers to this Agreement and is mutually accepted and signed by Ntegra and Subscriber, and no other act, document, or usage shall be deemed to amend this Agreement.

Governing Laws :

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. In any case, for supervisory and injunctive relief, this Agreement and any dispute arising out of this Agreement shall be subject to jurisdiction of Emirate of Dubai, UAE. The Courts in Dubai, UAE will have the exclusive jurisdiction to govern the provisions of this Agreement.

TERMS & CONDITIONS :

Ntegra provides, and the Subscriber agrees to Services on the terms set out in this document. Services include but are not limited to :

1. Listing of facility & Doctors, their respective profiles, services and contacts.
2. Managing & displaying Subscriber facility services, timings of the facilities, doctors’ availability.
3. Facility and Doctor Recommendations, Ratings and Reviews by users.
4. Collecting, booking and transmitting appointment requests from users to Subscriber.
5. Displaying offers and promotions and referring the leads to Subscriber.
6. Displaying the articles submitted by Subscriber’s Doctors and experts.
7. .Making available and viewable any or all Subscriber details on Healthigo & its partner website/s and mobile apps.
8. Patient Referrals to be sent to Subscriber to email mentioned above and the Healthigo dashboard.

Use of Services :

1. Subscriber shall own all content and information pertaining to their facility on Healthigo platform.
2. Subscriber grants to Ntegra a non-exclusive, transferable and sub-licensable right to use, copy, modify, distribute, publish and process the information and content through the Services on Healthigo and its partner website/s and mobile apps.
3. Ntegra reserves the right to change, redesign, modify, remove or add any services, add or change content, appearance, functionality or any other aspect of the Healthigo platform and Services.
4. Ntegra reserves the right to refuse acceptance of a Subscriber due to any reason including but not limited to incorrect or inaccurate information.

Responsibilities of Subscriber :

1. Subscriber is responsible for correctness and accuracy of all information on Healthigo and its Services, and for access provided to the Subscriber’s authorized users.
2. Subscriber is responsible for submission and updating of all licenses, identification, evidence of qualification and/or right to practice, and any other information required by Ntegra to approve the Subscriber’s use of the Services.
3. Subscriber is responsible for any regulatory permissions or fees arising out of publishing its profiles and data, Doctor profiles and details.
4. Subscriber is responsible to process all appointment bookings received from Healthigo users.

Terms of Preliminary Subscription :

1. The preliminary subscription period will be completed when the subscription value (patient referral value equals the annual subscription amount) is reached.
2. The patient referral value is calculated based on the Doctor’s consultation fee (Cash Patient).
3. The default accrued referral fee will be calculated for every patient registered for appointment.
4. Providers can modify the referred patient to actual visited patient from their dashboard and this shall form the basis for referral accrued.
5. If the provider has not modified the patient attendance on the Healthigo dashboard, the default calculation as per point 3 or 4 will apply.
6. The accrued referral fee will be accrued till reaching the optional subscription fee as below :

   Hospital	:	AED 10,000
   Medical Center	:	AED 5,000
   Clinic	:	AED 2,000

7. The subscription fee once paid will entitle provider to avail patient referral subscription service for the reminder of the 12 months at zero cost.

Confidentiality and Privacy :

Both Ntegra and Subscriber undertake to treat the Confidential Information, Trade Secrets as being strictly private to each party and shall not divulge, disclose or communicate either orally or in writing, in part or in whole, to any third party or use or exploit for any purpose, other than for the limited purpose for which it is conveyed, except with the prior written consent of each other.

"Confidential Information" and "Trade Secrets" means any and all non-public information of any form, including but not limited to Intellectual Property, Data, Copyright Material and Software Programs and Processes, provided by or on behalf of to each other or to their representatives during the validity of this agreement.

Disclaimer, Indemnity and Limitation of Liability :

Ntegra will make every reasonable effort to ensure the Services perform as expected for each function, Subscriber data is available on all Ntegra and its partner / affiliate websites and mobile apps, and the functions of Healthigo platform perform to enable regular business processes.

Subscriber agrees to indemnify, defend, and hold Ntegra and its affiliates, directors, officers, employees, agents, partners and affiliates harmless from and against any liabilities, losses, damages or costs, including attorneys’ fees, resulting from any claim, action, dispute, or demand related to the use of the Services and for violation of any of the provisions of this Agreement, or from the Subscriber’s placement, transmission or use of any materials or content on Ntegra’s servers.

To the extent permitted hereunder, and related to the Services. Ntegra and its affiliates and partners shall not be responsible to the Subscriber or any other party for any direct, indirect, arbitration award, special, consequential or punitive damages, for any loss of data, opportunities, reputation, revenues or profits.

In no event shall any arbitration award or liability of Ntegra and its partners and affiliates exceed an amount totaling to the subscription fees paid by Subscriber for the last twelve (12) months prior to a claim. This limitation of liability applies to all claims including but not limited to those mentioned above.

Dispute Resolution and Arbitration :

Any dispute, differences or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between Ntegra and Subscriber (jointly referred to as Parties), and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first instance be attempted to be resolved amicably by conciliation, and if not resolved by conciliation shall be finally decided by reference to arbitration. The Parties shall mutually appoint a sole arbitrator. If the Parties fail to mutually appoint a sole arbitrator, then each of the Party shall appoint one arbitrator and a third arbitrator shall be appointed by mutual agreement of the first two arbitrators so appointed by the Parties.

The venue of such Arbitration shall be Dubai, UAE and language of Arbitration shall be English. The arbitrators shall make a reasoned award (the "Award") and such award shall be final and binding on the Parties, subject to the provisions in this agreement.

Agreement Validity :

This Agreement shall commence on the Effective Date (15 days from date of signing this Agreement) and shall continue until terminated as provided herein and shall be valid for a period of 1 (One) calendar year. Module subscriptions if applicable are renewable at the end of the active subscription period and the subscriber would need to pay for the renewed period of 12 calendar months.

If the Subscriber chooses not to continue the Services subscription beyond the active subscription period, they may do so by issuing a notice in writing to Ntegra 30 days prior to expiry of subscription period.

Cancellation of Subscription and Other Fees :

First 6 months of subscription is mandatory to enable effective usage of the platform. Thereafter the subscriber may cancel any applicable subscription to any of the subscribed modules by giving a notice of 30 days in writing. However, in case of subscription prior to expiry of the subscription period, no refund will be payable by Ntegra to Subscriber.

Entire Agreement :

This Agreement is between Ntegra and Subscriber and supersedes all prior discussions or understandings, whether written or oral, and neither Party shall be bound by any conditions, definitions or representations other than as expressly provided for herein in writing and signed by the proper and duly authorized representatives of the Subscriber.

Modifications :

This Agreement may be amended only in writing forming an Addendum that specifically refers to this Agreement and is mutually accepted and signed by Ntegra and Subscriber, and no other act, document, or usage shall be deemed to amend this Agreement.

Governing Laws :

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. In any case, for supervisory and injunctive relief, this Agreement and any dispute arising out of this Agreement shall be subject to jurisdiction of Emirate of Dubai, UAE. The Courts in Dubai, UAE will have the exclusive jurisdiction to govern the provisions of this Agreement.

TERMS & CONDITIONS :

Ntegra provides, and the Subscriber agrees to Services on the terms set out in this document. Services include but are not limited to :

1. Listing of facility & Doctors, their respective profiles, services and contacts.
2. Creating/Updating the Google My Business Profile for the facility & Doctors.
3. Managing & displaying Subscriber facility services, timings of the facilities, Doctors’ time slots.
4. Making available and viewable any or all facility & doctor details on Healthigo & its partner website/s and mobile apps.

Use of Services :

1. Subscriber shall own all content and information pertaining to their facility on Healthigo platform.
2. Subscriber grants to Ntegra a non-exclusive, transferable and sub-licensable right to use, copy, modify, distribute, publish and process the information and content through the Services.
3. Ntegra reserves the right to change, redesign, modify, remove or add any services, add or change content, appearance, functionality or any other aspect of the Healthigo platform and Services.
4. Ntegra reserves the right to refuse acceptance of a Subscriber due to any reason including but not limited to incorrect or inaccurate information.

Responsibilities of Subscriber :

1. Subscriber is responsible for correctness and accuracy of all information on Healthigo and its Services, and for access provided to its authorised users.
2. Subscriber is responsible for submission and updating of all licenses, identification, evidence of qualification and/or right to practice, and any other information required by Ntegra to approve the Subscriber’s use of the Services.
3. Subscriber is responsible for any regulatory permissions or fees arising out of publishing its profiles and data, Doctor profiles and details.
4. Subscriber is responsible to process all appointment bookings received from Healthigo users.

In case of non-compliance with above, Ntegra reserves the right to terminate this agreement with no liability or any other costs on either side.