These Terms and Conditions (“Terms”) govern the use of www.medlern.com (“Website”) and the mobile application Medlern (“App”) (the Website and App are collectively referred to as “Platform”, which term includes all content, software, services, and products available on the Platform). The Platform is owned and operated by MedLern Private Limited., and its affiliates, including MedLern Private Limited (collectively referred to as “MedLern”, “we”, “us”, or “our”). These Terms include MedLern’s privacy policy, available at www.medlern.in/privacy (“Privacy Policy”) and any guidelines, additional terms, policies, or disclaimers made available by or issued by MedLern from time to time.

A person, entity, or organization (“Customer”) must enter into a separate written agreement with MedLern to access the Platform (“Customer Agreement”). The Platform is only available for use by Customers and users designated by such Customers (“End Users”).

As an End User, you represent that (a) you are entering into these Terms on behalf of the Customer, (b) your account on the Platform is for and held in the name of the Customer (and not any individual), (c) the Customer has full legal capacity and is in good standing in the jurisdiction in which it is formed, and (d) you have full legal capacity and authority to bind yourself and the Customer to these Terms. The terms “you” and “User” hereafter refer to both, the Customer and the End User, as the context reasonably requires.

By using the Platform, you agree that you have read and understood, and to be bound by these Terms as amended from time to time, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Platform or any features or content made available on or through the Platform.

PLATFORM:

MedLern, a platform that provides customers a complete learning and skill development platform with access to medical and healthcare content (“Platform”). The Customer seeks to use the Platform for its internal business and informational purposes. Subject to Clause 3, MedLern has agreed to provide the Customer access to the Platform in accordance with the terms and conditions of this Agreement.

TERMS AND CONDITIONS:

(a) The Parties agree that the use of and access to the Platform shall be governed by MedLern’s terms and conditions, available at medlern.com /terms (“Terms”). In the event of a discrepancy between the Terms and this Agreement, the terms of this Agreement shall prevail.

(b) MedLern reserves the right to modify the Terms from time to time, and such updated Terms shall apply to the Customer. The Customer agrees that its continued use of the Platform shall be deemed to be an acceptance of the updated or revised Terms.

(c) The customer agrees that MedLern may (i) identify it as a recipient of its Services and use its logo in sales presentations, marketing materials and press releases, social media campaigns, websites etc. (ii) develop a brief customer profile and case study for use by Vendor on its website for promotional purposes. MedLern will provide an opportunity to customers to review any publicly published material seven days in advance of release for the purpose of correcting any factual errors.

SUBSCRIPTION PLAN:

The Customer has agreed to subscribe to the subscription plan detailed in Schedule 1 and pay the applicable subscription fees detailed in Schedule 2.

PAYMENT TERMS:

(a) MedLern shall invoice the Customer for the Platform Fees payable in respect of the Term; and (ii) subject to Clause b, at least 30 (thirty) days prior to each anniversary of the Payment Commencement Date for the Platform Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 (thirty) days after the date of such invoice.

(b) If MedLern has not received payment within 30 (thirty) days after the due date of the invoice, and without prejudice to any other rights and remedies of MedLern, MedLern may, without liability to the Customer, disable the Customer’s password, account, and access to all or part of the Platform. MedLern shall be under no obligation to provide the Customer with access to the Platform while the invoice(s) concerned remain unpaid.

(c) Any delay in payments by the Customer shall attract an interest rate of 1.5% per month for each month of delay.

(d) If any invoice remains unpaid for more than 60 (sixty) days, MedLern reserves the right to terminate the Agreement immediately in accordance with Clause 8(a)(ii).

(e) All amounts and fees stated or referred to in this Agreement are (i)non-cancellable and non-refundable and (ii) are exclusive of goods and services tax and other applicable taxes, which shall be added to MedLern’s invoice(s) at the appropriate rate.

(f) Further payment terms are detailed in Schedule 2.

ADDITIONAL LEARNING PRODUCTS AND SERVICES:

The Customer may, at any time during the validity of this Agreement, agree to purchase additional subscription to content, courseware, training programs etc. available through MedLern which will be governed by the terms and conditions of this Agreement unless specified to the contrary in the specific Addendum for the respective product or service.

PROPRIETARY MATERIALS

(a) The content offerings on MedLern platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of MedLern and licensors/content partners of MedLern (collectively, “Proprietary Materials”), including without limitation source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Materials. The right to access the Platform does not grant you any right to download or store any Proprietary Materials in any medium.

(b) Reservation of Rights. MedLern reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable license granted you under these Terms. No posting, plagiarism, copying, transmission, retransmission, distribution, redistribution, publication, republication, decomplication, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.

(c) MedLern Copyright and Marks. The entire Platform and its content therein are protected by copyright. Complying with all applicable copyright laws is your responsibility.

(d) Third-Party Marks. Other trademarks, service marks and logos used on the Site are the trademarks, service marks or logos of their respective owners. MedLern is using these third-party trademarks, service marks or logos with the permission of the trademark owner or for identification purposes only.

(e) You acknowledge and agree that we may stop (permanently or temporarily) providing the online Content and Courses (or any part of the Online Content and Courses) to you or to Learners generally for whatever reason, at our sole discretion, without prior notice to you.

(f) You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of that breach (including, but not limited to, any loss or damage which we or any third party may suffer).

(g) We cannot guarantee the completion or certification once the subscription access ends. Hence it is the user’s responsibility to complete the course within the stipulated time.

LIABILITY

The content contained within the courses on the MedLern platform is provided without any guarantees, conditions or warranties as to its accuracy. MedLern does not represent that information contained on or available via the platform is accurate or complete and accordingly it should not be relied on as such.

COPYRIGHT POLICY

We value and respect other intellectual property and expect our users to do the same. The entire contents of the site are protected by copyright and trademark laws. The owner of the copyrights and trademarks are MedLern, its affiliates, or other third-party licensors. The material on the site, including text, graphics, code and/or software is copyrighted and belongs to MedLern, therefore you may not duplicate, modify, publish, or reproduce the content in any manner. The third party holds the intellectual property rights for their respective content and also other rights in the licensed content.

MedLern has all the rights to disable or prohibit access to the users who do not respect and are involved in the infringement of its intellectual property. You are not allowed to use any of the digital images or logos from the website.

THIRD PARTY CONTENT

The content made available by MedLern may contain links to the third party content. You understand that third party content is the responsibility of the third party that created or provided it and MedLern excludes all warranties and liabilities pertaining to such third party content available on the platform through such links. You acknowledge that the use of such third party content through such links is solely at your own risk.

Under no situations or circumstances, will MedLern be liable for any change in the content which it provides on the platform through its products and services, including but not limited to any errors, omissions, loss, or damage experienced in connection with the use of exposure, any content made available via our products, services, or various resources such as email, blog etc.

All intellectual property rights in and to third party content are the property of the respective third parties. MedLern does not control, endorse, sponsor, or adopt any third parties references on the platform, and makes no representations or warranties of any kind regarding such third party content, including without limitation, its accuracy or completeness.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless MedLern, its directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to : (i) your violation of these Terms; (ii) your violation of any law or the rights of a third party (iii) any information you post to the Platform; (iv) any use by you of the Platform’s material, content, services, or products other than as expressly authorized in these Terms.

 TERM: This Agreement will come into effect on the Effective Date and shall remain in effect for a period of 3 (Three) years from the Payment Commencement Date (“Term”). The Agreement shall automatically renew at the end of each Term (each successive term shall be referred to as “Renewal Period”) unless terminated by either Party in accordance with the provisions of Clause 5.

 NON-SOLICITATION: The Customer shall not, directly or indirectly, during the Term of the Agreement and for a period of 1 (one) year thereafter employ, engage, or attempt to employ or engage or assist anyone else to employ or engage any person who is, or was in the employment or engagement of the Company in the 1 (one) year preceding the Effective Date.

 TERMINATION:

(a) This Agreement may be terminated (i) by either Party at will, with or without cause, upon not less than 90 (Ninty) days’ prior written notice to the other Party or (ii) by MedLern immediately upon the occurrence of any of the following events:

1. a breach by the Customer of its obligations under this Agreement or the Terms. If the breach is curable, MedLern shall provide a 15 (fifteen) days’ period (“Cure Period”) for the Customer to cure the breach; however, if the breach still remains uncured, MedLern may terminate the Agreement immediately upon the expiry of this Cure Period;
2. provided the Customer has provided MedLern with a written termination notice at least 15 (fifteen) days prior to the expiry of the Pilot Period, upon the expiry of the Pilot Period;
3. inappropriate use of the Platform by the Customer or users authorized by the Customer, as determined by MedLern at its sole discretion; or
4. the Customer ceases to function as a going concern or an initiation against the Customer or the issuance of an order against the Customer for voluntary or involuntary bankruptcy or winding up proceedings, suspension of payments, creditors arrangement, attachment of any of its assets, appointment of any trustee, receiver, liquidator, judicial manager, administrator or similar official taking over any assets or such similar proceedings.

(b) Upon the termination of the Agreement for any reason, the Platform will “time out”, i.e., the Customer shall cease to have any access to the Platform and the Content (as defined in the Terms).

(c) All outstanding payments receivable by MedLern from the Customer, including without limitation payments for any work undertaken pursuant to the Customer’s instructions or any ongoing matters, shall become immediately due and payable on the date of expiration or termination of this Agreement and shall be paid by the Customer within 30 (thirty) days thereof.

(d) Provisions that expressly or are intended to survive termination or expiry of the Agreement shall continue to remain in effect post the termination or expiry of the Agreement, as the case may be.