Terms of use

Criterion Tech Private Limited (“Criterion Tech”) is the owner, proprietor and operator of the website www.criteriontech.in (“Website”) and affiliate sites namely digidoctor.in, edumation,in , knowmed.com, nutrianalyser.com and medvantage.tech and also mobile applications namely digidoctor, edumation, knowmed ,nutrianalyser, available on the Google Play Store and the Apple App Store (“Mobile App”). Criterion Tech provides healthcare and educational related software products.

Definition Of Services

Criterion Tech is the owner, proprietor and operator of the Website and the Mobile Applications. Criterion Tech inter alia provides services of an aggregator by way of an online cloud based/on premise platform to connect End-Users with Healthcare Service Providers, including Practitioners, Hospitals, Blood Banks, Labs, Imaging Centers, Chemists, Schools, Colleges, Coaching institutions as detailed on the Platform.

No Warranties

This website, the information and materials on the site, and any software made available on the Website, are provided "as is" without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement, or fitness for any particular purpose. There is no warranty of any kind, express or implied, regarding third party content. In spite of Criterion Tech’ best endeavours, there is no warranty on behalf of Criterion Tech that this Website will be free of any computer viruses. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.

The Services are purchased as subscriptions/licences, the specifics of which are described in one or more order forms (the “Order Form”) that may be entered into by the Parties from time to time.

Order Forms. Each Order Form sets forth the Services and related deliverables Criterion Tech is providing to the Customer as well as the subscription fees (the “Fees”). Each Order Form shall be governed by the terms and conditions of this Agreement. If there are any terms and conditions in any Order Form that conflict with the terms of this Agreement, then the terms of the Order Form shall take precedence over any inconsistent terms in this Agreement.

Payment

Fees

All Fees set forth in the Order Form are payable by Customer in Indian Rupees unless otherwise specified in the applicable Order Form. Fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) the subscription services purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment.

• All payments due under this Agreement shall be made by cheque or bank transfer. Such charges shall be paid in advance in accordance with the frequency stated in the applicable Order Form.
• Invoices. Criterion Tech will invoice Customer in advance in accordance with the relevant Order Form. Payments for invoices are due within 30 days of the date of invoice unless otherwise specified on the Order Form, and are considered delinquent after such date. Notwithstanding the foregoing, in no case shall any Fees be due, or shall Customer be charged, prior to the due date set out in the applicable Order Form.
• Billing Information. Customer has provided on the Order Form complete and accurate billing and contact information (including all actions necessary to obtain payment from Customer, such as purchase order requirements if applicable) to Criterion Tech.

Overdue Charges

If any undisputed invoiced amount is not received by Criterion Tech by the applicable due date, then without limiting Criterion Tech’s rights or remedies, those charges may accrue late interest at the rate of 10% of the outstanding undisputed balance per month, or the maximum rate permitted by law, whichever is lower.

Suspension of Service and Acceleration

In the event of delinquent payments under this Agreement or any other agreement, without limiting Criterion Tech’s other rights and remedies, Criterion Tech may accelerate Customer’s unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend or terminate the Services to Customer until such amounts are paid in full.

Increase and Decrease of Services

Customer may choose to increase the Services during an Order Form subscription term. If Customer chooses to increase the Services during a subscription term, any incremental subscription charges associated with such increase will be charged in accordance with the remaining subscription term of that Order Form. The subscription charges will reflect any such increases in any future subscription terms. The subscription services purchased cannot be decreased during an Order Form subscription term. If Customer chooses to decrease the Services, Customer must notify Criterion Tech of any decrease 30 days prior to the beginning of the subsequent subscription term. A decrease of the Services may cause loss of content, features, or capacity of the Service as available to Customer under Customer's account. Customer acknowledges and agrees that Criterion Tech does not accept any liability for such loss.

Taxes

Criterion Tech's fees do not include any taxes, levies, duties or similar governmental assessments, including, for example, GST, sales, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Criterion Tech has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Criterion Tech will invoice Customer and Customer will pay that amount unless Customer provides Criterion Tech with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Criterion Tech is solely responsible for taxes assessable against it based on its income, property and employees.

Term and Termination

Term of Agreement

This Agreement commences on the Agreement Date and continues until all subscriptions under all Order Forms have been terminated, including by expiry.

Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. If no term is specified in the Order Form, the subscription term shall be a period of 12 months beginning on the date immediately following the termination of the evaluation period, if any. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one year unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

Termination

Either Party may terminate this Agreement if:

• The other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice
• The other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within thirty (30) days or
• The other Party is in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches. In the event of any termination, Customer will remain liable for any undisputed amounts due under this Agreement.

Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

Usage Restrictions

Customer shall not, and shall not encourage any third party to:

• Modify, adapt, alter, translate, or create derivative works of the Services
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law
• Distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party
• Remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Criterion Tech or its suppliers contained on or within any copies of the Services
• Use the Services for the purpose of creating a product or service competitive with the Services
• Use the Services with any unsupported software or hardware (as described in the applicable documentation provided by Criterion Tech)
• Publicly disseminate performance information regarding the Services or
• use the Services other than as described in the documentation provided by Criterion Tech, or for any unlawful purpose. Criterion Tech reserves the right to investigate potential violations of this Agreement and the right to suspend any accounts suspected of the violation from accessing the Services as is reasonably necessary to address the potential violation.

Customer Responsibilities

Usage Restrictions

Customer shall not, and shall not encourage any third party to:

• Modify, adapt, alter, translate, or create derivative works of the Services
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law
• Distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party
• Remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Criterion Tech or its suppliers contained on or within any copies of the Services
• Use the Services for the purpose of creating a product or service competitive with the Services
• Use the Services with any unsupported software or hardware (as described in the applicable documentation provided by Criterion Tech)
• Publicly disseminate performance information regarding the Services or
• Use the Services other than as described in the documentation provided by Criterion Tech, or for any unlawful purpose. Criterion Tech reserves the right to investigate potential violations of this Agreement and the right to suspend any accounts suspected of the violation from accessing the Services as is reasonably necessary to address the potential violation.

Compliance

Customer will

• Be responsible for the compliance of any End Users Customer permits to use the Services with the terms of this Agreement, including keeping such End Users’ login credentials confidential
• Use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify Criterion Tech of any such unauthorized access or use, and
• Ensure that Customer hardware or equipment meets the minimum requirements necessary to support the installation, maintenance, use, and removal of the Services.

Sources and Destinations

Customer is responsible for selecting and configuring its Sources and Destinations, for any other third-party products it chooses to use with the Services and for any exchange of Customer Data it enables through the Services. Notwithstanding anything to the contrary, Criterion Tech is not responsible for any Sources, Destinations or other third-party products used by Customer with the Services, their code or technology, or how the providers use or protect Customer Data. Customer’s use of any third-party Sources, Destinations or other products is subject to its separate agreement with the provider.

Criterion Tech Responsibilities

Customer-Data

All rights, title and interest in and to any data or information or content provided, generated, transmitted, displayed or otherwise made available to Criterion Tech via or in connection with the Services by Customer or its End Users (“Customer Data”) shall remain the sole property of Customer and/or its End Users as applicable.

Customer Logos and Designs

Customer shall retain all right, title and interest in and to all of Customer’s logos, promotional graphics and related marketing designs (collectively, the “Customer Art”); provided, however, that Customer hereby grants to Criterion Tech a worldwide, royalty-free, non-exclusive license to use the Customer Art, as well as Customer’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and, solely as set forth on the Order Form, for the marketing of Criterion Tech’s products and services.

Customer License to Criterion Tech

Criterion Tech shall not access, use, modify, copy, store, disclose, view, adapt, transmit, publish, create derivative works of or otherwise process any Customer Data, or permit any other person to do the same, except as expressly permitted under this Agreement. Customer hereby grants to Criterion Tech a non-exclusive, worldwide, royalty-free right to access, use, modify, copy, store, disclose, view, adapt, transmit, publish, create derivative works of or otherwise process Customer Data only for the limited purposes of (i) providing the Services and associated customer support to Customer, including exchanging Customer Data between Customer’s Sources and Destinations as configured by Customer through the Services; and (ii) analyzing and improving the Services. No licenses or rights are granted to Criterion Tech by implication or otherwise, except for the licenses and rights expressly granted to herein.

Usage Data

Usage Data means learnings, logs, feedback, and data regarding Customer’s use of the Service, such as information on how much data is processed through the Services. Customer agrees that Usage Data will be solely owned by Criterion Tech and Criterion Tech will have the right to generate Usage Data which Criterion Tech may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Criterion Tech’s products and services and to create and distribute reports and other materials), provided that Usage Data will be in an aggregated or otherwise de-identified form and will not identify Customer or its End Users.

Usage Rights of the Customer

Criterion Tech grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes in accordance with this Agreement. Customer may permit its employees, agents, or contractors (“End Users”) to access and use the Services through its account, provided that such End Users are using the Services on behalf of Customer in accordance with this Agreement. No licenses or rights are granted to Customer by implication or otherwise, except for the licenses and rights expressly granted to herein.

Software

If Customer receives a license to downloadable software in connection with the Services (the “Software”), Criterion Tech hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription term to install and use the Software for Customer's internal business purposes in accordance with all applicable documentation and in accordance with this Agreement, in connection with the deployment of no more than one instance of that software.

Confidentiality

Confidential Information

The Parties acknowledge that, in the course of performance under this Agreement, a Party (the “Disclosing Party”) may disclose, deliver or permit access by the other Party (the “Receiving Party”) to information that is either identified as, or should reasonably be understood by the Receiving Party to be, proprietary or confidential given the nature and the circumstances surrounding disclosure (“Confidential Information”). Confidential Information shall include, but shall not be limited to: proprietary technical information, know-how, inventions, techniques, applications, analyses, methods, methodology, algorithms, source codes, training models, software (including, but not limited to, the Services and its Updates) and documentations (including, but not limited to, documentations of the Services and its Updates) ; business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, trade secrets, methods and models; and employee, customer and supplier information. With respect to the Customer, Confidential Information also includes all Customer-Provided Data.

Non-Disclosure and Non-Use

Except as otherwise expressly permitted under this Agreement, with the express prior written consent of the Disclosing Party, or as required by law, the Receiving Party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the Disclosing Party. Each party agrees that Receiving party will:

• Use the Confidential Information only for the purpose of fulfilling its obligations under this Agreement and under any applicable Order Forms
• Restrict access to the Disclosing Party’s Confidential Information to such of its employees, personnel, agents, and/or consultants, if any, who have a need to have access to the Confidential Information and who have been advised to treat such information in accordance with the terms of this Agreement
• Use the same care and discretion with respect to the Confidential Information received from the Disclosing Party as it uses with its own similar information, but in no event less than a reasonable degree of care.

Confidentiality Exclusions

The obligations set forth above shall not apply to any Confidential Information that the Receiving Party can demonstrate:

• The Receiving Party possessed, without any obligation of confidentiality, prior to disclosure by the Disclosing Party
• Is or becomes publicly available without breach of the Agreement by the Receiving Party
• Is or was independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party or
• Is or was received by the Receiving Party from a third party that does not have an obligation of confidentiality to the Disclosing Party or its affiliates. Either Party may disclose the Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The Receiving Party may disclose Confidential Information of the Disclosing Party if legally required to do so in connection with any legal or regulatory proceeding only to the extent necessary to comply with the order or other legal requirement. In such event the Receiving Party will, if lawfully permitted to do so, promptly notify the Disclosing Party within a reasonable time prior to disclosure so as to allow the Disclosing Party an opportunity to seek appropriate protective measures.

Representations, Warranties and Disclaimers

Except for those express warranties set out in this agreement, customer agrees that the use of the services is entirely at its own risk; the services are provided on an “as is” or “as available” basis and

• All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, and any warranties arising from course of dealing or usage of trade are expressly disclaimed to the fullest extent permitted by law
• To the fullest extent permitted by law, criterion tech disclaims any warranties for other services or goods received through or advertised on the services, or accessed through any links on the services
• Criterion tech disclaims any warranty that the services will be error free or uninterrupted
• No advice or information, whether oral or written, obtained from criterion tech or through the services will create any warranty not expressly made herein. And
• Criterion tech disclaims any warranty that it will review customer-provided data for accuracy or that it will preserve or maintain the customer-provided data without loss. Customer understands that customer-provided data is shared with destinations at customer’s election and criterion tech takes no responsibility for any destination’s use or protection of customer-provided data once it has been shared. Customer understands that it is responsible for putting in place any contractual arrangements with destinations as required by applicable laws. Criterion tech shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of criterion tech. Criterion tech makes no representations or warranties as to the conduct of users of the services or their compatibility with any current or future users of the services.

Limitation of Liability

In no event will either party or its affiliates be liable to the other for any loss of use, loss of data, interruption of business, lost profits or consequential, special, punitive, indirect, or incidental damages relating to, arising out of, or in any way in connection with this agreement or the services, even if the party has been advised of the possibility of such damages (except in respect of customer’s obligation to pay the fees set forth herein or in any order form).

Indemnification

Customer agrees to indemnify, defend and hold Criterion Tech harmless for all third-party claims, damages, and expenses that arise out of or in connection with Customer's breach of this Agreement, including any claims that Customer's use of the Services in violation of this Agreement, violates third party rights or applicable law, or if caused by Customer's gross negligence or willful misconduct.

Criterion Tech agrees to indemnify, defend and hold Customer harmless for all third-party claims, damages, and expenses that arise out of or in connection with Criterion Tech's breach of this Agreement, including any claims that Customer's use of the Services as permitted by this Agreement, violates third party rights or applicable law, or if caused by Criterion Tech's gross negligence or willful misconduct.

Miscellaneous

Entire Agreement

This Agreement (together with any Order Forms) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof.

Notices

Unless specified otherwise herein, all notices must be in writing and addressed to the attention of the other Party's primary point of contact and will be deemed given:

• When verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt or
• When verified by automated receipt or electronic logs if sent by facsimile or email.

Assignment

Neither Party may assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement and shall be void without consent of the other party; consent shall be reasonably granted in the context of an acquisition.

Force Majeure

Neither party will be liable for inadequate performance or breach to the extent caused by a condition (including, but not limited to, a natural disaster, act of war or terrorism, riot, labor condition, governmental action, epidemic, pandemic and Internet disturbance) (each a “Force Majeure Event”) that was beyond the party's reasonable control. The party risking liability will utilize commercially reasonable efforts to remove or abate the effects of a Force Majeure event as soon as practicable, but if not removed or abated within fifteen (15) days, the other party may terminate this Agreement and any related Order Form without penalty by written notice. An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event.

No Waiver

No delay or failure to act regarding any breach of this Agreement shall constitute a waiver of such breach or of any prior, concurrent or subsequent breach of the same or other provisions of this Agreement. No single or partial exercise of any right shall preclude any other or further exercise of such right or the exercise of any other right. Except as otherwise expressly provided herein, the observance of any provision of this Agreement may be waived (either retroactively or prospectively) only with the signed written consent of the party against whom such waiver will be enforced. Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it has been given and shall not be deemed or constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Failure to enforce any provision of this Agreement will not constitute a waiver.

No Agency

The Parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture for any purpose.

Severability

If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected.

Governing Law

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of India, without regard to conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement shall be in the courts located in Lucknow, U.P India and both parties hereby consent to such jurisdiction and venue for this purpose.

Electronic Transmission

Delivery of an executed copy of this Agreement or Order Form, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement or Order Form.

Definitions

Capitalized terms set forth in this Service Level Agreement and not defined below shall have the meanings assigned to them in the Criterion Tech Master Services Agreement.

• “Coverage Period” means the period of time during which the System Availability will be measured. Unless otherwise stated, Coverage Period will be equal to a calendar month, expressed in total number of minutes in such month.
• “Downtime” means the period of time during which the Criterion Tech Data Plane is unavailable to sources and is not able to accept event data payloads from such sources.
• “Excused Downtime” means any Downtime caused by
  • Planned Downtime (of which Criterion Tech shall give Customer advance notice)
  • Criterion Tech’s suspension and termination of Customer’s right to use the Subscription Services pursuant to the terms of the applicable Master Services Agreement and/or Order Form
  • Customer’s use of the Subscription Services outside the scope permitted or intended by the applicable Master Services Agreement and/or Order Form; and
  • Any unavailability caused by circumstances beyond Criterion Tech’s reasonable control, including, without limitation, any acts of governmental authorities, natural or man-made disasters such as flood, fire, earthquakes, or acts of God, acts of war, acts of terror, civil unrest, strikes or other labour problems (other than those involving Criterion Tech’s employees, contractors, or agents), computer, telecommunications, internet, or hosting facility failures or delays, or denial of service or similar attacks. Note, Customer will be informed of planned maintenance at least one (1) week in advance by an announcement on the log-in screen of the Customer’s account or such otherwise method of notification associated with such Customer’s account.
• “Potential System Availability" means the amount of time that a component of the System should be available in a Coverage Period. The Potential System Availability is calculated in minutes and equal to: (number of days in the month) x (24 hours) x (60 minutes) – (minutes of Excused Downtime).
• “System” means the Criterion Tech Data Plane.
• “System Availability” means the percentage of time that a respective component of the System is available in a Coverage Period. System Availability is calculated in minutes and equals to (Potential System Availability – Downtime)/(Potential System Availability).
• “Target Availability” means the guaranteed availability standards included in the Target System Availability Table later in the document.
• “Source” refers to any application (web/mobile/server-side) from which data is being sent to Criterion Tech server. It can also mean cloud based platforms from which Criterion Tech server can pull data.
• “Destination” means any application or cloud platform to which Criterion Tech server can deliver data.
• “Criterion Tech Data Plane” means the service end-point to which all Criterion Tech sources connect to for delivering event data.
• “Criterion Tech Control Plane” means the web application which customers can configure and/or view:
  • Sources and Destinations
  • Sync Schedules
  • User Transformations
  • Logs
• “User Transformations” means user-authored code that can be used for transforming event data flowing to a Destination.

Technical Support

Based on the subscription plan, Criterion Tech’s technical support experts will help the Customer troubleshoot any technical questions or issues it encounters with the System (“Support Services”) via email, phone and the online videos calling applications.

Target Availability Level

Criterion Tech Data Plane: 99%

Support response and resolution time

Response Time: Up to 1 hour
Target Resolution time: 4-5 Hours
Priority Level: Priority 1

Description of Defect

Defect with one or more of the below characteristics occur and there is no workaround:

• System Unavailable – Criterion Tech Data Plane is not reachable and not accepting any event data transmitted to it.

  Response Time: Up to 2 hours
  Target Resolution Time: 1 Business Day
  Priority Level: Priority 2

• Events not getting delivered to one or more destinations:

  Response Time: Within 24 hours
  Target Resolution Time: 1-2 Business Days
  Priority Level: Priority 3

• Control Plane Web Application Unavailable – The Criterion Tech Control Plane web application is not available and/or users are not able to log into the Criterion Tech Control Plane Web Application. There is no impact to event data flow through Criterion Tech

  Response Time: Within 72 hours
  Target Resolution Time: 2-5 Business Days
  Priority Level: Priority 4

• Incomplete and/or Incorrect Event Information Delivery – One or more parts of event data is not reaching one or more Destinations and/or information is not correctly reflecting in the target Destination(s).

  Response Time: Within 96 hours
  Target Resolution Time: 5-7 Business Days
  Priority Level: Priority 5

• User Transformation Error – user-authored transformation is causing failures in event delivery and/or is not behaving as expected.

  Response Time: Within 4 hours
  Target Resolution Time: 1-2 Business Days
  Priority Level: 4