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AyushEHR Terms of Service

Please read these customer terms of service carefully

This page contains the terms of service for the contract between you (the Customer) and us (HealtheLife). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. As a legal document, this may contain some legal language and you are advised to do the needful to understand the implications thoroughly. We may periodically update these terms. If you have an active AyushEHR subscription, we will let you know about such changes via an email or in-app notification.

HealtheLife has developed and implemented AyushEHR Customer, a cloud-based software solution for the management of electronic health records, which is being licensed by HealtheLife pursuant to and in accordance with the terms and conditions of this Agreement as a service (the “Services”). 



This Agreement is effective between Customer and HealtheLife as of the date of Customer’s accepting this Agreement.


  1. License Grant – HealtheLife hereby grants the Customer, upon the terms and conditions contained herein, a limited, non-transferable, non-sublicensable, non-exclusive license for all licensed professionals associated with the Customer, including, without limitation, all health care service providers (collectively, “Licensed Users”) to use the Services in accordance with HealtheLife’s then current solution and only: (i) in the ordinary course of the Customer’s normal and ordinary internal business, and (ii) in accordance with applicable laws, rules, and regulations (“Intended Purpose”).  The Customer covenants and agrees that the Services shall not be used by any person or entity other than the Licensed Users for the Intended Purpose and shall prevent any subcontractor or agent of the Customer or any other third party from using the Services.  
  2. License Restrictions – In furtherance of Section 1(a) hereof, the Customer shall not, and shall not permit any third party (including, but not limited to, affiliates, employees or agents of any third party) to: (i) duplicate, modify, decompile or reverse engineer any of the Services for any reason; or (ii) resell the Services to any unrelated third party. This is a license, not a sale. The Customer shall not, and shall not allow anyone to: (i) circumvent any security feature of the Services; (ii) use the Services to provide services (including processing, commercial timesharing, rental, sharing, application service provider, “service office,” or “service bureau” arrangements) to any third party; (iii) permit any third party to view, use, access, or copy the Services; or (iv) disclose, publish, broadcast, sell, or otherwise redistribute the Services. The Customer shall maintain the confidentiality and security of any password, account, and other identification information provided with respect to the Services and not to provide it to any other person or entity (including, but not limited to affiliates, employees or agents of any third party). The Customer shall be responsible for all use of, and activities that occur under its password(s), account, and other identification information and for any actions that take place through its access to the Services (whether conducted by the Customer or another). The Customer agrees to use the Services only for the Intended Purpose.
  3. Modification – HealtheLife reserves the right to modify the Services and their respective features and functionality at any time, without notice or warning and without liability.  HealtheLife shall have the right to add, drop, modify, or replace, all or any part of the Third Party Services at any time.
  4. Reservation of Rights – HealtheLife reserves the right to display HealtheLife brand, trademarks, logos, and any image, name, brand or label which HealtheLife has rights to, on any and all of the Services. HealtheLife reserves all rights not expressly granted to the Customer in this Agreement.
  5. Suspension of Access – HealtheLife may, in its sole discretion, suspend the Customer’s access to the Services for any of the following reasons (i) to prevent damage to, or degradation of, the Services; (ii) to comply with any law, regulation, court order, or other governmental requests; (iii) if the Customer breaches any provision set forth in this Agreement; (iv) to otherwise protect HealtheLife from potential legal liability; and/or (v) in the event the License Fee is due to HealtheLife from the Customer and remains unpaid.   HealtheLife may, as an accommodation to the Customer, provide the Customer with notice prior to or promptly following any suspension of the Services, but is under no legal obligation to do so.  
  6. User Compliance – The Customer represents, warrants and covenants that it will cause any and all of its Licensed Users to comply with the terms of this Agreement and shall be primarily responsible for all use of the Services by its Licensed Users and such Licensed Users failure to comply with the terms and conditions of this Agreement.
  7. Privacy & Security of Health Data – In maintaining, using and affording access to the Customer’s Health Information in accordance with this Agreement, HealtheLife will, 
    1. Not use or disclose such information except as permitted or required by this Agreement or as required by any law; 
    2. Use appropriate safeguards consistent with Industry Best Practices and applicable regulations with respect to the Customer’s Health Information to prevent the use or disclosure of such information in a manner inconsistent with the provisions of this Agreement;
    3. Report to the Customer any use or disclosure of the Customer’s Health Information not provided for by this Agreement of which HealtheLife becomes aware;
    4. On termination of this Agreement and provided that all fees payable by the Customer to HealtheLife have been fully paid, HealtheLife shall provide tools for Customer to extract health data created by the Customer. Further, HealtheLife retains the right to contact persons who are now not being serviced through the solution, directly to explore further engagement in relation to the use of HealtheLife’s services. 


  1. Fees – Customer will pay all fees specified in the Order Form. Except as otherwise specified herein or in an Order Form. Payment obligations cannot be cancelled and fees paid are non-refundable.
  2. Invoicing and Payment – HealtheLife will raise invoice and notify the Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 15 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to HealtheLife and notifying HealtheLife of any changes to such information.
  3. Overdue Charges – If any invoiced amount is not received by HealtheLife by the due date, then without limiting HealtheLife’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher. 
  4. Suspension of Service – If any charge owing by the Customer under this or any other agreement for services is 15 days or more overdue, HealtheLife may suspend Services until such amounts are paid in full. 
  5. Taxes – HealtheLife’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If HealtheLife has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, HealtheLife will invoice Customer and the Customer will pay that amount unless Customer provides HealtheLife with a valid tax exemption certificate authorized by the appropriate taxing authority. 


  1. IP Ownership – HealtheLife shall own all rights, title, interest and intellectual property rights in (i) the Services (inclusive of the items, materials and data contained therein); (ii) all materials and technologies used in and/or in connection with the software application; and (iii) any and all materials and technologies provided by HealtheLife, and/or developed by HealtheLife, alone or jointly with others.  The Customer shall not use any information or data disclosed by HealtheLife to the Customer in connection with this Agreement to contest the validity of HealtheLife’s intellectual property.  Any such use of HealtheLife’s information and data shall constitute a material breach of this Agreement.
  2. IP Right – All Intellectual Property made, developed, conceived, first put to practice, fixed in any tangible medium of expression, or created independently (i) by HealtheLife during the term of this Agreement, will be the sole and exclusive property of HealtheLife and (ii) by the Customer during the term of this Agreement, will be the sole and exclusive property of the Customer.


HealtheLife may, from time to time, in its sole discretion, provide Updated Service to the Customer, such updates may be provided across the platform in the cloud. For purposes of this Agreement, “Updated Service” means corrections, changes and improvements to the Services that (i) relate to the operating performance of the Services, but do not change the basic function of the Services; (ii) are intended for general commercial use in connection with the Services.


  1. Confidential Information – The Customer acknowledges and agrees that the Services constitute valuable and confidential proprietary information and intellectual property of HealtheLife, that are protected under civil and criminal law except as expressly provided herein, and  shall not be disclosed in any form by the Customer to any unauthorized third party. Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the “Disclosing Party”) to the other (“Receiving Party”) including, without limitation, (i) source code, trade secrets, databases, designs and techniques, protocols, models, displays and manuals, and the selection, coordination, and arrangement of the contents of such materials; and (ii) any unpublished information concerning research activities and plans, customers, marketing or sales plans, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, and unpublished financial information, including information concerning revenues, profits and profit margins will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as “confidential” or “proprietary” (“Confidential Information”).  The Services shall be deemed Confidential Information of HealtheLife.
  2. Exclusions – Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: (i) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or nondisclosure agreement, obligation or duty; (ii) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in the ordinary course of business or by proof of actual use by the Receiving Party; (iii) has been or is hereafter rightfully received by the Receiving Party from a third person (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or (iv) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party.  It will be presumed that any Confidential Information in a Receiving Party’s possession is not within exceptions (ii), (iii) or (iv) above, and the burden will be upon the Receiving Party to prove otherwise by records and documentation.
  3. Treatment of Confidential Information – Each Party recognizes the importance of the other’s Confidential Information.  In particular, each Party recognizes and agrees that the Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 5 and elsewhere in this Agreement.  Accordingly, each Party agrees as follows: (i) the Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit the use of Confidential Information solely for the purposes of this Agreement; ii) the Receiving Party may disclose or provide access to its responsible employees who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder; and (iii) the Receiving Party currently has, and for so long as it possesses Confidential Information of the Disclosing Party, it will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement to ensure that such employees and agents protect the confidentiality of Confidential Information. The Receiving Party will instruct and require its employees and agents not to disclose Confidential Information to third parties, including without limitation customers, subcontractors or consultants, without the Disclosing Party’s prior written consent; and will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information.
  4. Non-Exclusive Equitable Remedy – Each Party acknowledges and agrees that due to the unique nature of Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to appropriate equitable remedies and may seek and obtain injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss or posting of a bond or other security, in addition to whatever remedies either of them might have at law or equity.  Any breach of this Section 5 will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching party.


  1. Except as expressly provided herein, the services, support, documentation, and any other services, data, and content (inclusive of third party services and any and all third party items, products, devices and/or materials) provided by HealtheLife under this agreement or as part of the services are provided “as is” and “as-available,” with all faults, and without warranty of any kind. HealtheLife disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, quality of information, and title/non-infringement.  The Customer acknowledges and agrees that (i) HealtheLife shall have no liability with respect to the acts or omissions of HealtheLife’s subcontractors in connection with the provision of services hereunder; and (ii) the Customer’s sole remedy with respect to the acts or omissions of the subcontractor shall be direct recourse and/or action by the Customer against the applicable subcontractor.  HealtheLife does not endorse any third party service contained within the content of the licensed services. The listing of third party product within the services in no way constitutes an endorsement of such by HealtheLife, nor any representation or warranty as to the safety, efficacy or appropriateness of any third party product. HealtheLife provides no professional or medical advice as to any product, equipment, service or third party item or use of any product, equipment or third party service.  HealtheLife shall have no liability of any kind to the Customer in connection with the Customer’s procurement or use of any equipment, products or third party item.  Purchase and/or use of any third party product cited within the services is at the Customer’s sole risk.
  2. HealtheLife does not and cannot control the flow of data to or from HealtheLife’s network and other portions of the internet, or the availability of or access to third party websites. Such flow depends in large part on the performance of Internet services provided or controlled by third parties.  The actions or inactions of third parties can impair or disrupt the Customer’s connections to the internet, access to third party web sites or portions the internet or web sites, and the transmission of data. Although HealtheLife will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, HealtheLife cannot guarantee that such events will not occur.  Accordingly, HealtheLife disclaims any and all liability resulting from or relating to such events.


The Customer shall indemnify, defend and hold HealtheLife and its shareholders, officers, directors, employees, agents and representatives harmless from and against any and all losses incurred by any of them arising out of, resulting from or related to any or all of the following: (i) the Customer’s use of the services in excess of the rights granted in this agreement; (ii) the Customer’s material breach of this agreement; (iii) the Customer’s purchase, selection, recommendation or use of any third party service, or use of third party services resulting from use of HealtheLife’s services; and/or (iv) the Customer’s use or reliance upon any information, data and/or materials encompassed within the services generated or produced from or by HealtheLife’s customers.


  1. The Customer agrees that neither HealtheLife, nor any of its officers, directors, affiliates, employees or agents shall in any event be liable (i) for any direct, special, indirect, incidental, consequential, punitive, exemplary or any other damages regardless of kind or type (whether in contract, tort, including negligence, or otherwise), including but not limited to loss of profits, business interruption, personal injury, property damage, loss of business profits, loss of business information, data, or goodwill, regardless of whether HealtheLife knew or should have known of the possibility of such damages; or (ii) for any damages whatsoever in connection with, or in any way related to the services and/or any third party service. The Customer waives any and all claims, now known or later discovered, that it may have against HealtheLife arising out of this agreement and the services.
  2. In any event, HealtheLife’s total cumulative liability to the Customer for all damages, losses, and causes of action  relating in any way to this agreement shall not exceed the amount of the license fees paid during the preceding three (3) months by the Customer to HealtheLife.
  3. The Customer acknowledges and agrees that it shall be solely and fully responsible for its reliance on and use of any third party data and for any liability or damages arising therefrom. For the purposes of this section 8(c), third party data shall include all data, information and materials submitted to HealtheLife by the Customer, HealtheLife’s customers and subscribers. The Customer further agrees that it will hold harmless and forever release and discharge HealtheLife from and against any liability or damages arising out of the Customer’s use or reliance on any third party data.
  4. The limitation of liability and type of damages stated in this agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring. The limitations of liability and disclaimers of warranties provided in this agreement form an essential basis of the bargain between the parties and shall continue to apply even if any exclusive remedy hereunder fails of its essential purpose.


The Customer acknowledges that the provisions set forth are necessary to protect the business, goodwill, and other proprietary interests of HealtheLife. In the event of any breach or threatened breach of the above cited provisions, the Customer acknowledges that HealtheLife shall incur irreparable damage for which there will be no adequate remedy at law. Accordingly, if the Customer or any of its agents or representatives breaches or threatens to breach any of the foregoing provisions, HealtheLife shall be entitled, in addition to and without prejudice to all other rights and remedies available to it, an injunction (without any bond or other security being required) restraining any breach of the foregoing provisions by the Customer or its agents or representatives.


  1. Term – This Agreement shall commence when the Customer accepts this Terms of Service and continue until terminated in accordance with Section 10(2) hereof (the “Term”).
  2. Termination – Either Party may terminate this Agreement on written notice to the other Party if the other Party is in material breach of its obligations hereunder and fails to cure the breach within thirty (30) days of such written notice.  In addition, either Party may, in its sole discretion, elect to terminate this Agreement on written notice to the other Party upon the bankruptcy or insolvency of the other Party or upon the commencing voluntary or involuntary winding up, or upon the filing of any petition seeking the winding up of the other Party. Notwithstanding the foregoing or any other provision of this Agreement, at any time the Customer may terminate this Agreement for convenience, without cause or liability for such termination, with prior written notice of ninety(90) days to HealtheLife.
  3. Effect of Termination – The Customer shall be liable for all fees and charges incurred prior to the date of termination and shall not be entitled to a refund of any License Fees paid by the Customer prior to the date of termination.  All such fees are non-refundable. Upon termination, the Customer shall immediately return to HealtheLife, the original and all copies of Confidential Information furnished by HealtheLife to the Customer hereunder.


  1. Independent Contractors – Each Party hereto is an independent contractor and nothing contained herein shall be construed to create a partnership, joint venture or agency relationship between HealtheLife and the Customer, nor shall either Party be authorized to bind the other in any way.
  2. Remedies Not Exclusive; No Waiver; Amendments – Except as otherwise specifically provided herein, no remedy referred to in this Agreement is intended to be exclusive. No delay by either Party in exercising any of their respective rights or remedies hereunder shall be deemed to be a waiver of such rights or remedies. No waiver by either Party of any rights under this Agreement or breach by the other Party hereunder shall in any way be a waiver of any such rights in the future or any future breach. Any waiver, amendment or modification of this Agreement must be in writing and signed by the party against whom enforcement is sought.


For purposes of this Agreement, the following terms shall have the following meanings:

  1. “Business of HealtheLife” means the business of managing demographic and health information of any and all persons and use the same for improvement of operations and validation of processes as well as providing subscription services for the aforementioned information to Customer.
  2. “Competitive Business(es)” includes any firm, partnership, joint venture, corporation and/or any other entity and/or person and/or any licensee of such entity, that develops, manufactures, distributes and/or sells any of the products described in Section 1.a.(1).
  3. “Customers” means any individual, firm, partnership, corporation and/or any other entity and/or person that purchased or purchases from HealtheLife any of the services described in Section 1.a.(1).
  4. “Customer Prospects” means any individual, firm, partnership, corporation and/or any other entity and/or person reasonably expected by HealtheLife to purchase from HealtheLife any of the products described in Section 1.a.
  5. “Customer Support” means assistance HealtheLife provides or makes available to the Customer by phone, email, chat or other means.
  6. “De-Identified Health Information” means health information that has been de-identified in accordance with the provisions of the Indian EHR Standards 2016.
  7. “De-Identified Information” means De-Identified Health Information and De-Identified personal Information.
  8. “De-Identified personal Information” means personal Information from which all identifiers that could reasonably be anticipated to identify an individual by an anticipated recipient – such an individual’s name, contact information, or government identifiers – have been removed.
  9. “De-Identify” means (i) with respect to personal Information, to make such information into De-Identified personal Information, and (ii) with respect to health information, means to make such health information into De-Identified Health Information.
  10. “Personal Information” means information that includes an individual’s name, contact information, government identifiers, or includes identifiers that could reasonably be anticipated to identify an individual personally by an anticipated recipient.
  11. “Proprietary Rights” means any and all inventions, developments, methods, processes, compositions, works, supplier and customer lists (including information relating to the generation and updating thereof), concepts and ideas (whether or not patentable or copyrightable) conceived, made, developed, created, or reduced to practice by you (whether at the request or suggestion of HealtheLife or otherwise, whether alone or in conjunction with others, and whether during regular hours of work, or otherwise) during your employment, which may be directly or indirectly useful  in, or related to, the Business of HealtheLife or any business or products contemplated by HealtheLife while you are a Vendor for HealtheLife.
  12. “Subscription” means your access to and Use of the Service in a cloud or wireless environment, use of supplemental services and required Third Party Services that HealtheLife makes available to the Customer as a part of this Agreement.
  13. “Subscription Fee” means the purchase price the Customer owes HealtheLife for access to the various components of the Subscription.
  14. “Subscription Term” means the period during which HealtheLife enables you to access the Subscription and includes the Customer’ initial Subscription and each renewal of the Subscription.


Neither Party shall assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided; however, that HealtheLife shall have the ability, without the Customer’s consent, to subcontract or delegate all or part of the Services to subcontractors (collectively, the “Subcontractors”). Furthermore, the Customer acknowledges and agrees that the Services may not be sub-licensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by the Customer, whether voluntary or involuntary, shall be void and shall be grounds for immediate termination of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties hereto.


This Agreement and the rights of the parties hereto shall be governed by the laws of India without regard to principles of conflict of laws.  In the event of any litigation arising out of, or relating to this Agreement or the breach thereof, the venue for any such action shall be in the court of appropriate territorial and pecuniary jurisdiction.


If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.  The captions of this Agreement are solely for reference and have no legal effect whatsoever and shall not in any way affect the interpretation or construction of this Agreement.


Neither Party shall be liable for damage due to any cause beyond its control, including, without limitation, acts of Nature, acts of civil or military authority, labor disputes, failure or delay of suppliers or systems, including communications and power systems, fire, sabotage, war, embargo or acts or omissions of the other Party caused by any of such events.


The Customer shall comply with all applicable laws and regulations, including, but not limited to, those laws and regulations governing its use of the Services. HealtheLife shall use reasonable efforts to comply with applicable laws and regulations in its performance of this Agreement and the provision of the Services.


Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.

If to HealtheLife: HealtheLife Ventures LLP, #9/1, 19th Main, 1st ‘N’ Block, Rajajinagar, Bangalore – 560010, Karnataka, India

If to the Customer: your address as existing in our AyushEHR Subscription account information for you. We may give electronic notices as general notices via the Subscription Service and/or specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.


The Customer acknowledges and agrees that HealtheLife may identify the Customer as a client in its client listings, websites, and other promotional materials.  In addition, HealtheLife may issue press releases regarding the parties’ relationship under this Agreement.  At HealtheLife’s request, the Customer agrees to provide HealtheLife with a jpeg file containing its corporate name and logo. The Customer hereby gives HealtheLife permission and grants HealtheLife the license and right to use the logo for the purposes set forth in this Agreement and in its communications with third parties.


This Agreement constitutes the entire agreement between HealtheLife and the Customer pertaining to the subject matter hereof and supersedes all proposals or prior and contemporaneous agreements or understandings of the parties regarding such matter.