Introduction

Welcome to the Diabetacare Diabetes Disease Management lifestyle intervention advisory service provided by Diabetacare Limited & its affiliated companies (“Company”). Any service rendered to you through the Diabetacare Diabetes Management Technology platform (‘System’) owned by the Company including but not limited to information about the System, products, photographs of the products / services, and information related to the: (a) DxNET™ – A comprehensive Diabetes Electronic Medical Record System supporting Personalized and 24*7 Diabetes Monitoring tools; (b) dCare SmartTM – dCare Smart family of devices (M2M connected Glucometers and Blood pressure machines) is a connected device that updates DxNET™ using GSM technology in a given geography (c) InTouchTM / DiabetaPad – Diabetes Physician App; (d) Diabeta™ App – An Android and IOS patient application which enables patients to update their blood glucose, blood pressure, weight, calorie intake and receive alerts and tips about their health; and (e) Diabetes Management Centre (DMC) – A 24*7 centralized DMC manned by Company trained Diabetacare Educator(s) / Coach(es) supporting connected Diabetes Patients at home and treating physicians managing these patients; terms and conditions, transactions that may be implemented through the System, purchase of the services, performance of the services and all other services in relation thereto (“Services”), shall be subject to and you are deemed to have accepted these terms and conditions (“Terms and Conditions”).

Diabetacare Services provided by Diabetacare Educator(s)/Coach(es) (defined below) are lifestyle modification services only, comprising of Nutritional, Physical activity and behavioral tips to increase your adherence and to improve your Diabetes control under guidance and in conjunction with advice given by ‘Provider Caregiver’ (defined below). The advice is based on the various data points submitted by you over the course of the programme. Data points include but not limited to blood glucose, blood pressure, weight, calorie intake, sleeping pattern, list of medicines submitted and updated by you during course of the service duration.

These Terms and Conditions shall constitute an end user license agreement between the user and the Company (“EULA”) and govern your use of the System. By using the System, you agree to be bound by and comply with the terms and conditions of the EULA. If you are not agreeable to any of the terms and conditions of the EULA, please do not use or view the System as this would be deemed unauthorized use.

User Eligibility

Use of the System is available only to persons who can form legally binding contracts under applicable law and have been registered with / authorised by the Company by way of receiving username and password from the Company (“Authorised User”). Persons who are not Authorized Users or “incompetent to contract” i.e. persons below the age of eighteen (18) years are not eligible to use the System unless the legal guardian of a person below the age of eighteen (18) years enters into this EULA on behalf of such person. Partner Caregiver (defined below), need to be Authorized Users to access and/or use the System.

Account and Registration Obligations

When you register with the Company, a username and a password shall be provided to you by way of a SMS (“Your Account”). You are advised to immediately change your password upon your first login to the System. You are solely responsible for any use of the Services with Your Account and details of the person who will be receiving the Services (“Beneficiary”). Reference to “you”, “yours”, “yourself” in the EULA shall mean you as a: (i) user of the System; (ii) person registered for the Services for a Beneficiary and has received Your Account from the Company; (iii) Beneficiary;

“Partner Caregiver(s)”

is defined as doctors, nurses, and/or staff of a health care provider rendering services to the Beneficiary.

“Diabetacare Educator(s)/Coach(es)”

– Diabetacare employed staff of nurses, nutritionist, educators rendering services to the Beneficiary. They only provide Diabetes education and lifestyle modification services (Nutrition, Physical activity and behavioral tips to increase adherence) as per internationally recognized protocols and under guidance of Partner Caregivers. They do not advise regarding any medicine/medical intervention of any sort.

“Health Care Provider”

(Provider) is defined as any Provider in the Territory that has been authorised by the Company to register a Beneficiary for the purpose of receiving the Services.

“Your Information”

is defined as any information you provide to us and/or the Partner Caregiver(s) in the registration, purchasing and/or use of the Services or through any e-mail feature, blog, etc.

“Beneficiary Information”

is defined as any information you provide to us and/or the Partner Caregiver(s) regarding the Beneficiary including any personal or medical information. This information includes but not limited to blood glucose levels, blood pressure, weight, calorie intake, physical activity, sleeping pattern, other laboratory test and current medication.

In the event that you are using the System and/or operating Your Account on behalf of a Beneficiary, you represent and warrant to the Company that you have obtained the prior consent from such Beneficiary to disclose such Beneficiary’s health records and other details of the Beneficiary to the Company either directly or through the Beneficiary’s Provider and you agree to indemnify the Company, its employees, its representatives and the Beneficiary’s Provider(s) from any and all claims, damages, etc. made by the Beneficiary and/or any person acting for or on behalf of the Beneficiary.

You also understand and agree:

1. To maintain and promptly update the data submitted at the time of registration (“Registration Data”) and to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, incomplete, or not current or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or not in accordance with the EULA, the Company has the right to indefinitely suspend or terminate your account and refuse to provide you with access to the System and/or cease to render any of the Service(s) to you, without any further obligations under this EULA or any other terms and conditions whether provided on the System or otherwise.
2. That the Services are for a fixed period of time as specified at the time of registration or as authorised by the Company in writing (“Service Period”). On the expiry of the Service Period for a Service, all Company obligations towards you for such Service shall cease.
3. That you authorise the Company to use Your Information and Comments (defined below), as may be required from time to time, in relation to fulfilling its continuing obligations.
4. That any calls made to/by the Company by/to you, the Beneficiary or any third party in relation to the Services being provided may be recorded.
5. That you shall indemnify the Company against any costs, damages, claims or other demands in relation to violation of any of your obligations under the EULA.

Electronic Communications

When you use the System or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, sms or by posting notices/updates on the System. You agree that all agreements, notices, updates, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you will update your e-mail address and other contact details regularly. If the Company is desirous of sending a communication by e-mail, it shall send it to your e-mail address available on its records and it shall be deemed to have been received by you once it is reflected as sent in the outbox of the Company’s relevant e-mail address.

You agree and confirm that:

1. In the event that you or your Beneficiary is unable to receive the Services on account of an inaccuracy or mistake by you (i.e., including but not limited to you providing us with a wrong name, medical information, number or address or any other wrong information) and any inconvenience or delay that ensues are a result of such mistake, shall not be the Company’s liability, and losses incurred by the Company as a result of such inaccuracy or mistake may be claimed from you.
2. The Beneficiary and you shall use the System and the Services, for lawful purposes only and comply with the EULA, all applicable laws and regulations while using any of the Services and using the System including but not limited to interacting with the Company.
3. The Company reserves the right to confirm and validate the information and other details provided by you at any point of time. If upon confirmation, your details are found not to be true (wholly or partly), the Company has the right in its sole discretion to reject the registration and debar you from using the System without prior intimation whatsoever.
4. You are accessing and using the System at your sole risk and are using your best and prudent judgment before using the System.
5. You have freely registered yourself or the Beneficiary to avail the Services and you have checked and confirmed the Services’ description carefully. By registering to avail the Services, you agree to be bound by the description of Services.
6. The Company shall in no event be responsible for any consequences due to the actions or inactions of the Provider Caregivers and/or the Provider in any manner whatsoever even if it is relating to the Services.
7. The Company shall not be liable if at any time it is unable to reach the Beneficiary or you on the telephone number provided at the time of registration due to any connectivity / technical issues.
8. In the event that you or your Beneficiary is given any advice by a Partner Caregiver(s) and/or the Provider, such advice shall be his/her/its personal advice and shall not in any way be construed to mean advice from the Company and/or our employees.
9. The Services offer Life style modification advice and do not include any medical advice and that you shall consult a medical professional to provide you / the Beneficiary with any such advice. Any advice provided or accessed through the system, including but limited to information provided by Diabetacare Educator(s)/Coach(es) in response to questions you may submit by means of the Service, is for informational purposes only, and is not intended to cover all possible uses, precautions, drug interactions, or adverse effects. This advice should not be used for the diagnosis or treatment of any medical condition.
10. You shall make every reasonable effort to prevent unauthorized third parties from accessing the System.
11. In the event that you are not the Beneficiary, you have obtained the Beneficiary’s express prior consent and agreement to use of his/her personal data by the Company for the purposes of providing the Services and/or access to the System.

You shall not use the System for any of the following purposes:

1. Disseminating any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material.
2. Transmitting material that encourages conduct that constitutes a criminal offence; results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.
3. Gaining unauthorized access to other computer systems.
4. Breaching any applicable laws.
5. Interfering or disrupting networks or web sites connected to the System.
6. Reproducing or distributing content, accessing content for unlawful use and/or selling the acquired content. “Content” shall include any content acquired from the System, whether directly or through a link including intellectual property, whether protected under copyright, trade mark or not, available and accessible on the System, and includes the Services offered on the System.
7. Making, transmitting or storing electronic copies of materials protected by copyright without the prior written permission of the Company.
8. Accessing or trying to access any account other than Your Account.

Modification of the EULA

The Company reserves the right at any time modify the terms and conditions of the EULA without any prior notification to you. You can access the latest version of the EULA at any given time on the System. You are responsible to review the terms and conditions of the EULA on the System, for any updates/changes. In the event the modified terms and conditions of the EULA are not acceptable to you, you should discontinue using the Services and any other services offered on and/or through the System. However, if you continue to use the Services, you shall be deemed to have agreed to accept and abide by the modified terms and conditions of the EULA.

Governing Law and Jurisdiction

The EULA shall be construed in accordance with the applicable local laws of service provision country. Subject to arbitration as specified below, the courts in England and Wales, United Kingdom shall have sole and exclusive jurisdiction in any proceedings arising out of this EULA. Any dispute or difference either in interpretation or otherwise, of any terms of the EULA, shall be referred to and finally resolved by a sole arbitrator to be appointed by the Company.

Copyright & Trademark

You agree and confirm that:

1. Unless otherwise expressly stated, copyright, database right and all other proprietary rights, title and interest in all material presented on the System (including but not limited to the Services, the Content, graphical images, text, video clips, reprographics, sounds, demos, patches and other files) (“IP”) is owned by or licensed to the Company and/or its affiliates and is protected or covered by copyright, trade mark, intellectual property law and/or other proprietary rights
2. Unless with our prior written permission, no part of the System shall be reproduced or transmitted to or stored in any medium, nor shall any of its pages or part thereof be disseminated in any electronic or non electronic form.
3. Nothing on the System or your use of the Services shall be construed as conferring on you or any party, any licence or other rights under the intellectual property or other proprietary rights of the Company, its affiliates or any third party, whether implied or otherwise.
4. References on the System to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply the Company’s endorsement, sponsorship or recommendation of the third party, information, product or service. The Company is not responsible for the content of any third parties and does not make any representations regarding the content or accuracy of material of third parties. If you decide to use any such third party content, you do so entirely at your own risk.

Indemnity

By accessing the System, you agree to defend, indemnify and hold harmless the Company, its employees, directors, officers, agents and successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to the Company or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non-fulfillment of any of your obligations under the EULA or arising out of your violation of any applicable laws, regulations including but not limited to intellectual property rights, claim of libel, defamation, violation of rights of privacy or publicity, delay, misrepresentation or misinformation, loss of service by other users of the System and infringement of intellectual property or other rights or in relation to any claims arising due to providing the Beneficiary Information. This clause shall survive the expiry or termination of the EULA.

Termination

Upon the expiry of the Service Period, the EULA shall stand terminated. The Company may, at its sole discretion, terminate your registration or restrict your access to certain parts of the Services, if there is an indication that you have breached the EULA Such termination shall be without any liability to the Company. Upon any termination / expiry of the EULA, you must promptly destroy all materials downloaded or otherwise obtained from the System, as well as all copies of such materials, whether made under the EULA or otherwise. The Company’s right to any Comments and/or Your Information shall survive any termination of the EULA. Any such termination of the EULA shall not cancel your obligation to pay for the Services already registered for with the Provider / ordered from the Company or affect any liability that may have arisen under the EULA.
Consequent to termination, you shall not access the System or the Services unless otherwise agreed or permitted by the Company in writing.

Force Majeure

The Company shall in no event be liable for non-performance (either in whole or in part) or delay in rending the Services, including but not limited to providing access to the System, if caused by network problems, connectivity issues, viruses, bugs, unpredictable adverse weather conditions, strikes/lockdowns, industrial strikes, war, acts of God, acts of terrorism, floods, earthquakes or civil disturbance, or such other threatened or actual circumstance which in each case could not reasonably be foreseen and is beyond the reasonable control of the Company.

Limitation of Liability and Disclaimers

The System is provided without any warranties or guarantees and in an “As Is” condition. You must bear the risks associated with the use of the System. The Company shall not be responsible in any manner whatsoever for any damage, errors or omissions or for the results obtained from the use of such services or for any technical problems you may experience with the System. The Company shall not be liable in any form or manner whatsoever for the acts and/or omissions of the Partner Caregivers and/or the Providers. This disclaimer constitutes an essential part of the EULA. To the fullest extent permitted under applicable law, the Company shall not be liable for any indirect, incidental, special, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the System, the Services or the EULA. Without prejudice to the generality of the foregoing, the total liability of the Company to you for all liabilities arising out of the EULA be it in tort or contract is limited to the value of the Service purchased by you.

System Security

You are prohibited from violating or attempting to violate the security of the System, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the System, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the System or any activity being conducted on the System.

Entire Agreement

If any part of the EULA is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the EULA shall continue in effect. Unless otherwise specified herein, the EULA constitutes the entire agreement between you and the Company with respect to the Services being rendered through the System and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Services. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

Personal Data

These terms and conditions govern use of your personal data and the Beneficiary’s personal data. We endeavor to protect your personal privacy. We provide these terms and conditions to help you to understand what we may do with any personal information that we obtain from you. By providing your personal information to us, you signify your acceptance of the EULA including but not limited to these terms and conditions and agree that we may collect, use and disclose your personal information as described in these terms and conditions. If you do not agree to this statement, please do not provide your personal details to us and do not use the System. We may use your information only for the purposes set out below.

What Constitutes Personal Information?

“Personal Information” shall mean any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such person including:

1. passwords;
2. financial information such as bank accounts, credit and debit card details or other payment instrument details;
3. physical, physiological and mental health condition;
4. sexual orientation;
5. medical records and history;
6. biometric information;
7. information received by body corporate under lawful contract or otherwise;
8. visitor details as provided at the time of registration or thereafter; and
9. Call data records.

What Information we collect?

The Company may collect, store and use the following kinds of Personal Information:

1. Information about your use of the System;
2. Information about the Services used by you or the Beneficiary;
3. Information that you provide to us for the purpose of registering with the Company and/or subscribing to our Services and/or email notifications;
4. Information shared at other interfaces displayed or connected with the System; and
5. Information on medical conditions submitted by you, the Beneficiary and/or the Caregivers on the System.

The Company may collect information about your computer and your use of the System, such as your IP address, geographical location, length of visit and number of page views. We may use this information in the administration of the System, to improve the System’s usability, and for promotional purposes.

Using your Personal Information

All the information provided to the Company by you as part of the Registration Data, including but not limited to Personal Information is voluntary. You can access, modify and correct the data about you which has been collected pursuant to you completing your registration on the System and available on in Your Account. If you update any information, we may keep a copy of the information which you originally provided for uses documented herein.

The Company will not disclose any Personal Information or data to governmental institutions or authorities unless such disclosure is requisitioned under any law or judicial decree or when the Company, in its sole discretion, deems it necessary in order to protect its rights or the rights of others, to prevent harm to persons or property, to fight fraud and credit risk, or to enforce or apply the EULA.

The company may use your anonymized non identifiable data for research purpose to improve the service from time to time. Any identifiable personal data will not be shared with any third party without your written consent unless such disclosure is requisitioned under any law or judicial decree.

The Company addresses any discrepancies and grievances of all users of the System with respect to processing of information in a time bound manner. For this purpose, the Company has designated Chief Information Officer (CIO) as the Grievance Officer, who will redress the grievances of the users of the System with respect to processing of information expeditiously within a maximum of one (1) month from the date of receipt of grievance, and who can be reached by sending an e mail to cio@diabetacare.com

We will take reasonable precautions to prevent the loss, misuse or alteration of Personal Information provided by you. Of course, data transmission over the internet is inherently insecure, and we do not warrant / guaranty the security of data sent over the internet. We will store all the Personal Information you provide on our secure servers. If you use the System, you are responsible for maintaining the confidentiality of Your Account and password created under Your Account (“Password”) acquired while using the System or registering for the System and for restricting access to Your Account, and you agree to accept responsibility for all activities that occur under Your Account or Password. You agree to take due care in protecting your username and Password against misuse by others and promptly notify the Company about any misuse. If the Company has reason to believe that there is likely to be a breach of security or misuse of the System, the Company may require you to change your Password or may suspend Your Account without any liability to the System or to the Company.

The Company shall not be responsible for removal of Your Information, Comments or any other contents from the System /Services when your registration is terminated/expires.

The Company does not warrant that the System, Services, server, or emails sent from us are free of viruses or other harmful effects. You explicitly comply and agree that your use of the System and receipt of the Services is at your own individual risk.

Appendix 1

dCare Smart™ family of devices – Terms & Conditions

About dCare Smart™ family of devices – These are smart GSM enabled Machine to Machine (M2M) connected ‘Glucometers’ or Blood pressure machines (various models) which transmit data to your specific records maintained in the DxNET™ (comprehensive electronic medical record system) by secured machine to machine connected protocol provided by partners like Vodafone Limited and its affiliates or subsidiaries in India and the UK and by ‘Du Telecom ‘and its affiliates and subsidiaries in the UAE.

The device provided to me/the Beneficiary shall be strictly on the basis of the following terms and conditions. The below mentioned terms and conditions have been explained to me clearly and in the language understood by me. I have agreed to them by accepting these Terms and conditions and by subscribing to the ‘service’ or by purchasing the device and the transmission subscription for the defined period.

1. Diabetacare is not responsible for loss/theft of the device.
2. Diabetacare will validate the device before handing over to the you.
3. If the device stops working (due to manufacturing defect) free replacement will be provided for up to 1 (One) year
4. Standard warranty clauses are applicable
5. You will abide by usage and storage instructions provided for the device and the peripherals. Diabetacare will not be responsible for the data produced by the devices if these instructions are not adhered to as advised.
6. You will ensure getting the ‘Glucometer’ family of devices validated from time to time as mandated by the company. Validation of these devices can either be performed by you at home or by visiting any of Diabetacare provider network partner.
7. Any physical damage caused by negligence or mishandling will void the warranty
8. M2M service provider shall be the owner of the SIM at any time during the service tenure
9. Some personal data may be shared with M2M service providers and with statutory authorities for ensuring compliance with local regulations
10. Your data may be shared by M2M service provider with any authority or a body if the same is mandated by a Judgement of the Court of law
11. M2M service provider has the right to discontinue the services without prior notice if the same is mandated by the Court of law