This agreement incorporates the terms and conditions for Denttis Technologies Pvt. Ltd., Old no:13/199, new no:28, Anugraha, 13th Jambulingam street, GKM colony, Peravallur, Chennai, Tamil Nadu 600028, and its affiliate Companies ("DTPL") to facilitate providing of Dental Practice Management Platform (Denttis Pro Platform) to Service Providers (“Licensee”) intending to access Denttis Pro Platform offered through the Denttis Pro's website, mobile app.

WHEREAS,

DTPL is a software platform provider. DTPL has developed a proprietary software product & service for Internet based Practice Management Platform/ solution for clinics (“Denttis Pro Platform”).

Licensee is a registered medical practitioner and/or a registered doctor. After having fully satisfied itself about the need, quality, efficacy, appropriateness and legality of the proposed solution, in its efforts to improve administrative efficiency for its clinic management, License has decided to use on permitted license basis the Denttis Pro Platform. 

DTPL has agreed to provide Denttis Pro Platform on subscription basis to the Licensee. Licensee has agreed to use the above and the services of DTPL under the terms and conditions of this Agreement.

1. Licensee Obligation:
   1. Licensee using Denttis Pro Platform shall be deemed to have read, understood and expressly accepted the terms and conditions of this agreement, which shall govern the desired transaction DTPL for all purposes, and shall be binding on the Licensee. All rights and liabilities of the Licensee and/or DTPL with respect to any services to be provided by DTPL shall be restricted to the scope of this agreement.
   2. Licensee expressly undertakes to provide to DTPL only correct and valid information while registering for the use of Denttis Pro Platform, and not to make any misrepresentation of facts at all. Any default on part of the Licensee would vitiate this agreement and shall disentitle the Licensee from availing the services from DTPL.
   3. Licensee warrants that he/she is a registered medical practitioner and a copy of its registration with requisite medical authority has been provided to DTPL at the time of registration of the Licensee to use the Denttis Pro Platform. Licensee further warrants that any representation by the Licensee in this regard may result in immediate termination of the license and the permission to use Denttis Pro Platform, apart from any other statutory or regulatory liabilities.
   4. Denttis Pro's Services are offered to the Licensee conditioned on acceptance without modification of all the terms, conditions and notices contained in this Agreement, as may be applicable from time to time. For the removal of doubts, it is clarified that availing of the Denttis Pro Platform by the User constitutes an acknowledgement and acceptance by the Licensee of this Agreement. If the Licensee does not agree with any part of such terms, conditions and notices, the Licensee must not avail DTPL services.
   5. Certain tools or products are purely for informational and/or educational purposes and is not intended to provide or be used for the diagnosis or treatment of disease or other conditions.
   6. In the event that any of the terms, conditions, and notices contained herein conflict with the additional Terms or other terms and guidelines contained within any other DTPL document, then these terms shall control.
2. Ownership: DTPL owns and shall retain all right, title, and interest in and to all the Denttis Pro Platform software, updates or maintenance releases, any related media, printed or electronic documentation relating to the software, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights thereto. Denttis Pro Platform software is protected by the local copyright laws, international copyright treaties and conventions, and other laws, and all rights are reserved.
3. License: DTPL hereby grants Licensee, and Licensee hereby accepts a non-exclusive, non-sublicensable, non-transferable, fully revocable license to use Denttis Pro Platform solely for internal use and operation upon the terms and conditions contained in this Agreement (“License”). Licensee may use and access Denttis Pro Platform according to the number and period of use of licenses purchased by Licensee from any number of virtual machines or physical computing devices owned, leased, or otherwise controlled by Licensee. For purposes of this Agreement, “use” of Denttis Pro Platform means accessing Denttis Pro Platform over a computer network. Denttis Pro Platform shall not be used by a greater number of persons, agents, students or employees than the number of Licenses for which the License fee is paid. Licensee acknowledges that DTPL makes no representation as to the compatibility of Denttis Pro Platform with any specific operating environments or computing device.
4. License Restrictions: The License is granted solely to Licensee, and not to any parent, subsidiary, or affiliate of Licensee. All rights not expressly granted hereunder are reserved to DTPL. The License does not include (a) maintenance, support, upgrades, or modifications to Denttis Pro Platform other than as set forth herein, (b) derivative products developed by DTPL  or anyone else to whom DTPL  may license Denttis Pro Platform, or (c) a license or transfer of any intellectual property rights owned or controlled by DTPL  or any DTPL  affiliate, subsidiary, or parent. Licensee shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from, or any internal data files generated by Denttis Pro Platform, rent, lease or loan Denttis Pro Platform, or use Denttis Pro Platform in any manner that constitutes a breach of this Agreement or violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
5. Use Reporting License: DTPL reserves the right to gather data on Licensee’s usage of Denttis Pro Platform to ensure that the products are being used in accordance with the terms of this Agreement. Any unauthorized use shall be considered by DTPL to be a violation of this Agreement. DTPL reserves the right to remedy violations immediately upon discovery by any means necessary.
6. License Automatic Update and Expiration: The License may include an expiration date that can result in the termination of the License. If Licensee’s login identification is stolen, or if Licensee suspect any improper or illegal usage of License outside of Licensee’s control Licensee should promptly notify DTPL of such occurrence. A replacement login will be issued to Licensee and the suspect login will immediately be terminated. For the License to remain active, the Licensee shall process the license fee payment for each such period must prior to the expiration of the license date. For Licensee’s convenience DTPL provides License expiration warnings should there be any issues that would cause the product License to expire. It is Licensee’s responsibility to contact DTPL regarding any potential expiration that Licensee deem inappropriate. DTPL is not liable for any damages or costs incurred in connection with the expiring Licenses.
7. Grant of License to DTPL: Licensee owns all information it stores on Denttis Pro Platform (“Information”). DTPL needs a limited license from Licensee to use (i.e., display, perform, and distribute) Information to make Denttis Pro Platform available to Licensee. By providing Information, Licensee grants to DTPL  a limited, perpetual, irrevocable, non-exclusive, fully-paid, royalty free, sub-licensable, transferable and worldwide license to use, modify, perform, display, reproduce and distribute the Information for the sole purpose of operating Denttis Pro Platform and providing related services. DTPL  shall also have an unlimited, perpetual, non-exclusive, fully-paid, royalty-free, sub-licensable, transferable, and worldwide license to use, incorporate into Denttis Pro Platform, modify, perform, display, reproduce and distribute any suggestions, enhancement requests, recommendations, or other feedback provided by Licensee relating to the operation or features of Denttis Pro Platform.
8. Liability for Third Parties: Should Licensee make available any software, login identifications, or security credentials, or other means of access to Denttis Pro Platform to third parties, whether deliberately or through error or omission, Licensee agrees that any and all use of Denttis Pro Platform by such third parties, regardless of whether such use is specifically authorized or unauthorized by you, shall be legally attributed to Licensee, and Licensee hereby accept liability for any and all such use.
9. Services By Third Parties:  Certain products or services on the Denttis Pro Platform, like Video calling, payment gateway, cloud hosting services etc. may be provided by third parties. Though due care is taken by DTPL regarding authenticity and continuance of such services, DTPL shall not liable in any manner for any interference, error, deficiency or breach in such services of third party, including compliance under HIPAA or HDPSA.
10. License fees: Denttis Pro Platform will be available to Licensee for use upon Licensee’s payment of the applicable License fee and Licensee’s receipt of one or more login identifications. Upon acceptance of this Agreement, Licensee may use the License by paying the requisite License fees applicable to Licensee’s number of licenses and period of use, receiving it after referring to DTPL’s support managers. The License fees paid by Licensee are paid in consideration of the License granted under this Agreement for the requisite number of licenses required by Licensee as informed by Licensee in the beginning of the Term. In case there is any change in the number of Licenses during the Term, the Licensee shall duly inform DTPL and shall obtain such additional Licenses as they may require.  The License fees paid is non-refundable and non-transferable. DTPL does not refund License fees. By accepting this Agreement Licensee fully understand that once the License fee payment is made to DTPL Licensee will have no recourse for receiving a refund of any part of the fees.
11. Additional Services: Apart from practice management solutions for clinics, DTPL may provide additional features on its Denttis Pro Platform, including facilitating online/internet based video consultation services between the Licensee and his/her patients for general consultation on medical/dental issues.  DTPL may charge separate fees/commission for such additional features. The Licensee acknowledges that DTPL will retain a commission fee of 20% for every virtual consultation service performed by the licensee through the Denttis Pro platform. Licensee acknowledges that DTPL is merely a facilitator which facilitates the said features. The authenticity and genuineness of the services provided by Licensee through the Denttis Pro Platform shall be the sole responsibility of Licensee. Licensee understands and agrees that DTPL shall have no liability with respect to the authenticity of the Licensee services being facilitated through the Denttis Pro Platform, and the Licensee shall at all times be fully liable for such Licensee services.
12. Term and termination: The term of this Agreement commences as of the Effective Date, or upon Licensee’s accessing, and using Denttis Pro Platform, and shall continue till the License fees for such License period is paid and until either Party provides written notice to the other terminating this Agreement, or if Licensee makes an assignment or other transfer of this Agreement or the License, by operation of law or otherwise. Upon the termination of this Agreement, all License rights granted hereunder shall terminate in full and without notice, and Licensee shall immediately cease use of Denttis Pro Platform . Notwithstanding the foregoing, any provision that by its nature or context is intended to survive any termination or expiration of this Agreement, including but not limited to indemnification, shall so survive.
13. Mutual Nondisclosure:
    1. The parties agree that all information, including without limitation the Software and Documentation, and all information concerning either party’s business, including without limitation, information pertaining to either party’s marketing plans, finances, research and development, information technology, competition, customers and personnel data exchanged by the parties under this Agreement and reasonably to be considered confidential by the disclosing party under the circumstances (collectively, “Confidential Information”) shall be maintained in confidence by the receiving party, and the receiving party shall use the Confidential Information of the other party only as authorized by this Agreement and for no other purpose (the receiving party may however, may disclose the Confidential Information to its employees and contractors who have a need to know, provided that same are subject to substantially similar obligations of confidentiality as those herein). In the event the Confidential Information is disclosed visually or orally, the information shall be identified as confidential at the time of such disclosure.
    2. Each party further agrees to take the same measures it uses to protect its own Confidential Information, to prevent the unauthorized disclosure and use of the Confidential Information of the other party to third parties (except as permitted herein), and to prevent such unauthorized disclosure by its employees, agents and independent contractors who are otherwise permitted access to the information.
    3. The obligations of Recipient with respect to any particular portion of Confidential Information shall terminate or shall not attach, as the case may be, when such information:

       i. was in the public domain at the time of Discloser’s communication thereof to Recipient;

       ii. entered the public domain through no fault of Recipient subsequent to the time of Discloser’s communication thereof to Recipient;

       iii. was in Recipient’s possession free of any obligation of confidence at the time of Discloser’s communication thereof to Recipient;

       iv. was independently developed by Recipient as demonstrated by written records; or

       v. is required to be disclosed by court or government order and Discloser has been given notice of such order

    4. The parties agree that a breach of the confidentiality obligations by Recipient shall cause immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in addition to all other remedies.
14. Confidentiality: Licensee will not disclose Denttis Pro Platform, or the terms and conditions or existence of this Agreement to any third party without DTPL’s express prior written consent.
15. Indemnification by licensee: Licensee shall indemnify, defend, and hold harmless DTPL (and its officers, directors, employees, and agents) from and against any and all claims, suits, liability, damages, losses, costs, or expenses (including reasonable attorneys’ fees) which result from claims that any modifications Licensee makes to Denttis Pro Platform  or any combination of Denttis Pro Platform  with software or other items not approved by DTPL infringes or violates any third party intellectual property right. In case any action or proceeding is brought against DTPL by reason of any such claim, demand, action, damage, loss, liability, cost, or expense, Licensee’s duty to defend shall begin upon receipt of written notice identifying the allegations that give rise to this duty to defend and shall be coextensive with Licensee’s indemnification obligation.
16. No warranties: DTPL licenses Denttis Pro Platform to licensee on an “as is” basis without any express or implied warranties or representations of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing, or trade usage. To the maximum extent permissible by applicable law, DTPL disclaims any and all implied warranties or conditions of title, merchantability, fitness for a particular purpose, and non-infringement, with regard to Denttis Pro Platform. Licensee acknowledges that the operation of Denttis Pro Platform may not be uninterrupted or error-free, and that errors may not be corrected. DTPL is not responsible in any way for any interference, errors, or prevention of licensee’s access to or use of Denttis Pro Platform . It is Licensee’s sole responsibility to determine that Denttis Pro Platform meets the needs of Licensee’s practice and is suitable for the purposes for which it is used. Licensee remains solely responsible for complying with all applicable statutory, accounting, tax, and other laws. It is Licensee’s responsibility to check that the storage of and access to Licensee’s data via Denttis Pro Platform  and the website will comply with laws applicable to Licensee and Licensee’s practice (including any laws requiring Licensee to retain records).
17. Limitation of remedies and damages: To the extent not prohibited by law and except for liabilities directly resulting from DTPL’s gross negligence or willful misconduct, (a) DTPL shall not be liable to the licensee under this agreement on any claim (whether in contract, tort, or otherwise) arising out of or relating to this agreement or any access to or use of Denttis Pro Platform ; and (b) in no event shall DTPL be liable to licensee for any claim (whether in contract, tort, or otherwise) for any consequential, incidental, or indirect damages, including without limitation damages for loss of business profits and/or business interruption, including but not limited to damages for lost data, or costs of procurement of substitute goods or services, however caused, whether foreseeable or not, arising out of this agreement, even if DTPL has been advised of the possibility of such damages. DTPL’s liability for any loss or damage suffered by licensee as a result of DTPL’s negligence or failure to comply with these terms of use shall be limited in respect of any one incident, or series of connected incidents, to the fees paid by licensee in the previous six (6) months.
18. Backup of Data: Licensee shall maintain copies of all data and information inputted by Licensee into Denttis Pro Platform. DTPL adheres to reasonable practices and procedures to prevent data and information loss, but does not make any guarantees that there will be no loss of data or information. DTPL expressly excludes and disclaims any liability for any loss of Licensee’s data and information, no matter how such loss was caused.
19. Privacy and data security: DTPL agrees that it shall use best efforts to (i) keep and maintain Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure; and (ii) use and disclose Information solely and exclusively for the purposes for which the Information, or access to it, is provided pursuant to the terms and conditions of this Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Information for DTPL’s own purposes or for the benefit of anyone other than Licensee, in each case, without Licensee’s prior written consent.
20. Maintenance and support: DTPL’s obligations, if any, to provide maintenance and support is subject to the following: (a) Licensee shall provide DTPL with sufficient access to its account and personnel to duplicate and resolve errors; (b) Licensee shall provide supervision, control and management of the use of Denttis Pro Platform ; (c) Licensee shall document and promptly report all errors or malfunctions in Denttis Pro Platform  to DTPL, and (d) Licensee shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from DTPL. Notwithstanding the foregoing, DTPL shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to Denttis Pro Platform.
21.  No unlawful or prohibited use: As a condition of Licensee’s use of Denttis Pro Platform, Licensee warrants that Licensee will not use Denttis Pro Platform for any purpose that is unlawful or prohibited by this Agreement. Licensee may not use Denttis Pro Platform in any manner which could damage, disable, overburden, or impair Denttis Pro Platform or interfere with any other party’s use and enjoyment of Denttis Pro Platform . Licensee may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Denttis Pro Platform. The following is a non-exclusive list of actions that DTPL considers to be inappropriate and thus prohibited. The examples identified in this list are provided as examples only for Licensee’s guidance. If Licensee are unsure whether any contemplated use or action is permitted, please contact DTPL.
    • Using Denttis Pro Platform for any activity that violates any local, provincial, and federal or international law, order or regulation.
    • Using Denttis Pro Platform  to transmit, distribute, store or access any material (by e-mail, publishing, uploading, posting or otherwise) which is inappropriate, profane, obscene, indecent, pornographic, libelous, harassing, constitutes a threat or encourages bodily harm or destruction of property, or otherwise objectionable or unlawful.
    • Using Denttis Pro Platform to transmit, distribute, store or access any material (by e-mail, publishing, uploading, posting, or otherwise) that infringes copyright, trademark, patent, trade secret, or other proprietary rights of any third party. Licensee assumes all risks regarding the determination of whether material is in the public domain.
    • Using Denttis Pro Platform to harm or attempt to harm a minor, including, but not limited to, hosting, possessing, distributing, or transmitting child pornography or other material that is unlawful.
    • Any fraudulent activities, including impersonating any person or entity or forging anyone else’s digital or manual signature.
    • Disrupting or interfering with Denttis Pro Platform in any way, including through the uploading of files which contain viruses, worms, “Trojan horses,” or other software or programs that may be damaging to Denttis Pro Platform  or another user’s computer.
    • Using Denttis Pro Platform to transmit, or to facilitate the transmission of, any unsolicited commercial e-mail or unsolicited bulk e-mail.
    • Using Denttis Pro Platform  to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Denttis Pro Platform  or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data.
    • Using Denttis Pro Platform to collect, or attempt to collect, personal information about third parties without their knowledge or consent.
    • Reselling Denttis Pro Platform.
    • Using Denttis Pro Platform for any activity that adversely affects the ability of other people or systems to use Denttis Pro Platform  or the Internet.
    • Using Denttis Pro Platform in any way that could damage or impair DTPL’s reputation or goodwill.
22. Privacy: The Licensee must:
    1. ensure that Personal Information is protected against loss and against unauthorised access, use, modification, disclosure or other misuse;
    2. not use Personal Information other than for the purpose of performing its obligations under this Agreement, unless required or authorised by Law;
    3. not disclose Personal Information without the prior written consent of DTPL, unless required or authorised by Law;
    4. not transfer any Personal Information outside of India without the prior written consent of DTPL;
    5. ensure that access to Personal Information is restricted to those of its Personnel who require access in order to perform their duties under this Agreement;
    6. ensure that its officers and Personnel are aware of the Licensee’s obligations under this clause and comply with the same obligations imposed on the Licensee under this clause;
    7. fully cooperate with DTPL to enable it to respond to applications for access to, or amendment of, a document containing a person’s Personal Information and to privacy complaints;
    8. immediately notify DTPL if the Licensee becomes aware that a disclosure of Personal Information is or may be required or authorised by Law; and
    9. comply with such other privacy and security measures as DTPL reasonably advises the Licensee in writing from time to time.
    10. The Licensee must immediately notify DTPL upon becoming aware of a breach of this clause.
23. Injunctive Relief: Licensee understands and agrees that its breach of this Agreement will cause DTPL irreparable damage for which recovery of money damages would be inadequate, and that DTPL shall therefore be entitled to obtain timely injunctive relief to protect DTPL’s rights under this Agreement in addition to any and all remedies available at law, without the necessity of a bond.
24. Copyright and Trademark Notices: All trademarks are owned by DTPL and their affiliates. The content, source code, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to Denttis Pro Platform are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. Other than as expressly permitted in the “LICENSE” Section above, the copying, redistribution, use or publication by Licensee of any such matters or any part of Denttis Pro Platform, is strictly prohibited. Licensee do not acquire ownership rights to any article, document or other materials viewed through Denttis Pro Platform. The posting of information or materials on Denttis Pro Platform does not constitute a waiver of any right in such information and materials. Some of the content on Denttis Pro Platform may be the copyrighted work of third parties. Nothing contained in Denttis Pro Platform should be understood as granting Licensee a license to use any of the trademarks, service marks, or logos owned by DTPL or any third party.
25. Changes to this Agreement: Due to changing technological and marketing demands, DTPL reserves the right to revise, amend, or modify this Agreement from time to time. Notice of any revision, amendment, or modification will be posted on the website through which Licensee accesses Denttis Pro Platform , and/or by email to Licensee’s primary email, and/or in mailings to the address Licensee provide, and will be effective on the date noted in the posting. This Agreement may not be amended or modified by Licensee except by means of a written document signed by both Licensee and an authorized representative of DTPL. By continuing to use Denttis Pro Platform after the amendments are effective, Licensee accepts and agrees to abide by them.
26. General Provisions:
    1. This Agreement is governed by and shall be construed in accordance with the laws of India. The Courts at Chennai alone shall have exclusive competent jurisdiction.
    2. The parties herein agree that any dispute arising out of this agreement shall be settled through Arbitration under the provisions of the Indian Arbitration and Conciliation Act prevailing then, by the Sole Arbitrator to be appointed by the mutual consent of both parties of by Court. The Award given by the Sole Arbitrator shall be final and binding on both the parties. The language of arbitration  shall be English and venue for arbitration shall be Chennai.
    3. This Agreement is the entire agreement between the parties on the subject matter hereof and supersedes all prior communications or agreements, written or oral. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint ventures of the other. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Licensee may not assign or transfer this Agreement (by operation of law or otherwise) without the prior written consent of DTPL and any prohibited assignment or transfer will be null and void, but DTPL may freely assign or transfer this Agreement. This Agreement will be binding upon and will inure to the benefit of the parties’ permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.